The Minnesota Exchange Trust Agreement is a legally binding contract between Baleen Technologies, Inc., Baleen Callao Corp., Baleen Canada Corp., Exchangeable Shares Holders, and Montreal Trust Co. This agreement outlines the terms and conditions of the exchange of shares and establishes the rights and obligations of all parties involved. The main purpose of the Minnesota Exchange Trust Agreement is to facilitate the exchange of shares between the companies mentioned above and the Exchangeable Shares Holders. It ensures that the exchange process is carried out in a fair and transparent manner, protecting the interests of all parties involved. Key terms and provisions outlined in the agreement include: 1. Exchangeable Shares: The agreement defines the nature and characteristics of the exchangeable shares, which are convertible into shares of Baleen Technologies, Inc., Baleen Callao Corp., or Baleen Canada Corp. 2. Conversion Ratio: The agreement establishes the conversion ratio for the exchangeable shares, indicating the number of exchangeable shares required to be converted into shares of the respective companies. 3. Exchange Procedure: The agreement outlines the specific procedures to be followed for the exchange of shares, including the timeline, documentation requirements, and communication channels. 4. Voting Rights: It determines the voting rights of the Exchangeable Shares Holders, highlighting their ability to participate in the decision-making processes of the respective companies. The Minnesota Exchange Trust Agreement may also have different types, including: 1. Baleen Technologies, Inc. Exchange Trust Agreement: This type of agreement specifically involves Baleen Technologies, Inc. as one of the companies exchanging shares. 2. Baleen Callao Corp. Exchange Trust Agreement: This type of agreement focuses on the exchange of shares between Baleen Callao Corp. and the other parties involved. 3. Baleen Canada Corp. Exchange Trust Agreement: This variation of the agreement centers around the exchange of shares between Baleen Canada Corp. and the remaining parties. In summary, the Minnesota Exchange Trust Agreement is a comprehensive legal document that governs the exchange of shares between Baleen Technologies, Inc., Baleen Callao Corp., Baleen Canada Corp., Exchangeable Shares Holders, and Montreal Trust Co. Its purpose is to ensure a fair and transparent process while protecting the rights and interests of all parties involved.