Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of an unlimited number of common shares (the “Priveco Common Stock”). As of the date of this Agreement, there are 10,000 shares of Priveco Common Stock issued and outstanding. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre- emptive rights and were issued in full compliance with the laws of the State of Nevada and its Constitution and Articles of Association. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional common shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any common shares of Priveco Common Stock. There are no agreements purporting to restrict the transfer of the Priveco Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Common Stock.
Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of 1,000 common shares (the “Priveco Common Stock”). As of the date of this Agreement, there are 1,000 shares of Priveco Common Stock issued and outstanding. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the British Virgin Islands. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional common shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any common shares of Priveco Common Stock. There are no agreements purporting to restrict the transfer of the Priveco Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Common Stock.
Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of an unlimited number of common shares with no par value per share (the “Priveco Common Stock”), and unlimited shares of preference shares. As of the date of this Agreement and on the Closing Date, there are 100 shares of Priveco Common Stock issued and outstanding and no shares of preferred stock issued and outstanding. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the Province of Alberta. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional common shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any common shares of Priveco Common Stock. There are no agreements purporting to restrict the transfer of the Priveco Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Common Stock.
Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of 1,000 shares of common stock (the “Priveco Common Stock”). As of the date of this Agreement, there are 1,000 shares of Priveco Common Stock issued and outstanding. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the British Virgin Islands and its Constitution and Articles of Association. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional common shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any common shares of Priveco Common Stock. There are no agreements or arrangements purporting to restrict the transfer of the Priveco Common Stock and no voting agreements, shareholders’ agreements, voting trusts, or other agreements or arrangements restricting or affecting the voting of the Priveco Common Stock.
Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of 390,000,000 shares of Common Stock, $0.001 par value per share and 10,000,000 shares of Preferred Stock, par value $0.001 per share. All of the 36,947,500 currently issued and outstanding shares of Common Stock and the N/A issued and outstanding shares of Preferred Stock (“Priveco Shares”) have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the State of Nevada. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional Priveco Shares, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any Priveco Shares. There are no agreements purporting to restrict the transfer of the Priveco Shares, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Shares.
Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of 100,000,000 common shares (the “Priveco Common Stock”), par value $0.01 per share. As of the date of this Agreement, there are 12,106,002 shares of Priveco Common Stock issued and outstanding. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the State of Delaware the Priveco Charter Documents, or any contract to which Priveco is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Priveco Common Stock may vote. There are no outstanding options, warrants, subscriptions, conversion rights, exchange rights, “phantom” stock rights, stock appreciation rights, or other rights, agreements, or commitments obligating Priveco to issue any additional common shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any common shares of Priveco Common Stock. There are no agreements purporting to restrict the transfer of the Priveco Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Common Stock.
Capitalization of Priveco. The entire authorized capital stock of Priveco consists of an unlimited number of common shares without par value (the “Priveco Common Stock”) and an unlimited number of class A shares without par value (the “Priveco Preferred Stock”). As of the date of this Agreement, there are 100,000,000 issued and outstanding shares of Priveco Common Stock and no issued and outstanding shares of Priveco Preferred Stock. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued as fully paid and non-assessable, were not issued in violation of any pre-emptive rights and are not subject to pre-emptive rights and were issued in full compliance with all federal, provincial and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, conversion rights or other rights, agreements or commitments obligating Priveco to issue any additional shares of Priveco Common Stock or Priveco Preferred Stock, or any other securities convertible into, exchangeable for or evidencing the right to subscribe for or acquire from Priveco any shares of Priveco Common Stock or Priveco Preferred Stock. There are no agreements purporting to restrict the transfer of Priveco Common Stock or Priveco Preferred Stock and no voting agreements, shareholders’ agreements, voting trusts or other arrangements restricting or affecting the voting of Priveco Common Stock or Priveco Preferred Stock.
Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of 200,000,000 common shares with a par value of $0.001 per share (the "Priveco Shares") and 150,000,000 preference shares (the "Priveco Preference Shares"). As of the date of this Agreement, there are 109,870,923 Priveco Common Shares and 4,309,384 Priveco Preference Shares issued and outstanding. There are also warrants outstanding to purchase 41,488,000 Priveco Common Shares (the "Priveco Warrants") exercisable until December 31, 2016at the price of $ 0.23 per share. All of the issued and outstanding Priveco Shares and Priveco Preference Shares have been duly authorized, are validly issued, were not issued in violation of, or subject to, any pre-emptive rights and are fully paid and non-assessable, the whole in full compliance with the laws of the State of Nevada. Notwithstanding the Priveco Warrants, there are no other outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional Priveco Shares, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any Priveco Shares. There are no agreements purporting to restrict the transfer of the Priveco Shares, no voting agreements, shareholders' agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Shares.
Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of 10,000,000 shares (the “Priveco Common Stock”). As of the date of this Agreement, there are 10,000,000 shares of Priveco Common Stock issued and outstanding. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the People’s Republic of China and its constating documents. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional common shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any common shares of Priveco Common Stock. There are no agreements purporting to restrict the transfer of the Priveco Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Common Stock. {WLMLAW W0013824.DOC}
Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of unlimited common shares with no par value per share (the “Priveco Common Stock”), and unlimited shares of preference shares. As of the date of this Agreement, there are 100 shares of Priveco Common Stock issued and outstanding and no shares of preferred stock issued and outstanding. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the Province of Ontario. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional common shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any common shares of Priveco Common Stock. There are no agreements purporting to restrict the transfer of the Priveco Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Common Stock.
