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 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 an unlimited number of 14,000,000 common shares with no par value per share (the “Priveco Common Stock”) and 2,000,000 preferred shares (the “Priveco Preferred Stock”), and unlimited shares of preference shares. As of the date of this Agreement and on the Closing DateAgreement, there are 100 shares of Priveco Common Stock issued and outstanding and no 1,063,603 shares of preferred stock Priveco Preferred Stock issued and outstanding. All of the issued and outstanding shares of Priveco Common and Preferred 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 State of AlbertaFlorida. 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 or Preferred 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 or Preferred 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 Class A common shares shares, and unlimited Class B common non-voting shares, each with no par value per share (the “Priveco Common Stock”"PRIVECO COMMON STOCK"), and unlimited shares of preference shares. As of the date of this Agreement and on the Closing DateAgreement, there are 100 1,100,000 Class A common 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 State of AlbertaSouth Dakota. 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 20,899,262 common shares with no shares, par value $0.01 per share share, (the “Priveco Common Stock”), and unlimited shares of preference shares. As of the date of this Agreement and on the Closing DateAgreement, there are 100 20,899,262 shares of Priveco Common Stock issued and outstanding and no warrants to acquire another 7,250,000 shares of preferred stock 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 Province State of AlbertaNevada and its 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 Except as disclosed in this Agreement, 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 99,000,000 common shares with no a par value of $0.0001 per share (the “Priveco Common Stock”), and unlimited one million shares of preference sharespreferred stock. As of the date of this Agreement and on the Closing DateAgreement, there are 100 93,745,000 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 State of AlbertaDelaware. 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 20,899,262 common shares with no shares, par value $0.01 per share share, (the “Priveco Common Stock”), and unlimited shares of preference shares. As of the date of this Agreement and on the Closing DateAgreement, there are 100 20,899,262 shares of Priveco Common Stock issued and outstanding and no warrants to acquire another 7,249,550 shares of preferred stock 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 Province State of AlbertaNevada and its 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 Except as disclosed in this Agreement, 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.