Conditional Share Exchange Agreement

*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:

1. Obtains access to the information in a personal capacity;
2. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
3. Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
4. Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
5. Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
6. Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.

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