Common use of Capitalization of Priveco Clause in Contracts

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 1,000 50,000 common shares with a par value of $1.00 per share (the “Priveco Common Stock”). As of the date of this Agreement, there are 1,000 shares is 1 share 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 IslandsIslands 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.

Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of 1,000 50,000 common shares (the “Priveco Common Stock”)) and no preference shares. As of the date of this Agreement, there are 1,000 9,890 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 of, or subject to, any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued the whole in full compliance with the laws of the British Virgin IslandsJapan. 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 There are 1,000 shares of Priveco Common Stock issued and outstandingoutstanding as of the date of this Agreement. 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 all applicable corporate laws of the British Virgin Islandsand Priveco’s 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.

Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of 1,000 10,000,000 common shares shares, with no par value (the “Priveco Common Stock”). As of the date of this Agreement, there are 1,000 8,994,800 common 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 IslandsState of Delaware. 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 75,000,000 shares (the “of Priveco Common Stock”). As of the date of this Agreement, there are 1,000 issued and outstanding shares of Priveco Common Stock issued and outstandingStock. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issuedissued as fully paid and non-assessable, 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 Islandsall federal, state and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, conversion rights, rights or other rights, agreements, agreements or commitments obligating Priveco to issue any additional common shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, 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, Stock and no voting agreements, shareholders’ agreements, voting trusts, 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 one ordinary share (the “"Priveco Common Stock”"). As of the date of this Agreement, there are 1,000 shares is one ordinary share 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 IslandsEngland and Wales and its 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 10,000,000 common shares shares, with no par value (the “Priveco Common Stock”). As of the date of this Agreement, there are 1,000 8,994,800 common 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 IslandsState of Utah. 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 10,000 common shares (the “Priveco Common Stock”). As of the date of this Agreement, there are 1,000 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 British Virgin IslandsHong Kong. There are no outstanding bonds, notes, debentures, 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 consist of 1,000 50,000 common shares (the “Priveco Common Stock”). As of the date of this Agreement, there are 1,000 100 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 IslandsIslands and Priveco’s Articles of Incorporation and Bylaws. 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 consist of 1,000 50,000 common shares (the “Priveco Common Stock”). As of the date of this Agreement, there are 1,000 shares 50,000 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 IslandsIslands and Priveco’s Articles of Incorporation and Bylaws. 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.