Equity Exchange Agreement Template for India

1. Regulatory Approvals: Required when the exchange needs specific regulatory clearances (e.g., SEBI, CCI approval)

2. Foreign Investment Compliance: Required when one party is a foreign entity, addressing FEMA compliance

3. Tax Matters: Detailed tax provisions when specific tax structures or implications need to be addressed

4. Employee Matters: Required when the exchange affects employee stock options or employee rights

5. Intellectual Property Rights: Needed when IP ownership or licensing is affected by the exchange

6. Non-Competition and Non-Solicitation: Required when parties need to protect their business interests post-exchange

7. Earnout Provisions: Used when part of the exchange value is contingent on future performance

1. Schedule 1 - Share Details: Detailed description of shares being exchanged, including class, rights, and encumbrances

2. Schedule 2 - Corporate Information: Corporate and constitutional documents of both parties

3. Schedule 3 - Exchange Mechanics: Detailed procedures for implementing the share exchange

4. Schedule 4 - Closing Checklist: List of documents and actions required for closing

5. Schedule 5 - Disclosure Schedule: Exceptions to representations and warranties

6. Schedule 6 - Required Consents: List of third-party and regulatory consents required

7. Appendix A - Board Resolutions: Format of board resolutions approving the exchange

8. Appendix B - Share Certificates: Format of share certificates to be issued

9. Appendix C - Transfer Forms: Format of share transfer forms to be executed