The Texas Exchange Trust Agreement is a legally binding contract that outlines the terms and conditions between Baleen Technologies, Inc., Baleen Callao Corp., Baleen Canada Corp., Exchangeable Shares Holders, and Montreal Trust Co. This agreement is specifically designed to facilitate the exchange of shares between the parties involved. Under this agreement, Baleen Technologies, Inc., Baleen Callao Corp., and Baleen Canada Corp. act as the exchangeable shares issuers, responsible for issuing and managing the exchangeable shares. The exchangeable shares holders are the individuals or entities who hold these shares and wish to exchange them for other securities or assets. Montreal Trust Co. acts as the trustee, overseeing the exchange process and ensuring compliance with the terms outlined in the agreement. The Texas Exchange Trust Agreement is primarily composed of the following key provisions: 1. Exchange Mechanism: The agreement establishes a specific mechanism for exchanging the exchangeable shares, outlining the process, timelines, and conditions involved in the exchange. 2. Conversion Ratio: The agreement determines the conversion ratio, which specifies the number of exchangeable shares required to be exchanged for a specific number of securities or assets. 3. Voting Rights: The agreement may address the voting rights of the exchangeable shares holders, defining their ability to vote on matters affecting the underlying securities. 4. Dividend Payments: The agreement may include provisions for dividend payments to the exchangeable shares holders, ensuring they receive a fair share of any dividends distributed by the issuing companies. 5. Rights and Obligations: The agreement outlines the rights and obligations of all parties involved, including the responsibilities of Baleen Technologies, Inc., Baleen Callao Corp., Baleen Canada Corp., exchangeable shares holders, and Montreal Trust Co. It's essential to note that there may be different types of Texas Exchange Trust Agreements based on the specific terms negotiated between the parties involved. These types can include variations in conversion ratios, dividend provisions, and voting rights, among others. The names of these variations would typically be associated with the distinguishing factors, such as "Texas Exchange Trust Agreement — Class A" or "Texas Exchange Trust Agreement — Preferred Shares," depending on the different types of shares involved in the exchange.