Common use of Capitalization and Stock Ownership Clause in Contracts

Capitalization and Stock Ownership. The total authorized capital stock of Sensec consists of (a) 20,000,000 shares of Sensec Common Stock $0.001 par value per share, and (b) 1,000,000 shares of Sensec preferred stock, $0.001 par value per share. As of the date hereof, there are no issued or outstanding capital stock of Sensec. As of the date hereof, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Sensec other than the issuance of Sensec Common Stock upon the consummation of the Transactions. The shares of Sensec to be issued in connection with the Ensec Merger, Sentech Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and shall be registered under Section 12(g) of the Exchange Act. The total authorized capital stock of the Ensec Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of the such capital stock are validly issued, fully paid and non-assessable, and, on the date hereof, are held by Sensec. The total authorized capital stock of the Sentech Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of such capital stock are validly issued, fully paid and non-assessable, and, on the date hereof, are held by Sensec.

Capitalization and Stock Ownership. The total authorized capital stock of Sensec Acquiror consists of (a) 20,000,000 1,150,000,000 shares of Sensec Common Stock $0.001 common stock, par value $.00001 per share, share and (b) 1,000,000 1,150,000,000 shares of Sensec preferred stock, $0.001 par value $.00001 per share. As Of such authorized capital stock, on the date hereof 14,950,000 shares of Acquiror Common Stock and no Shares of Acquiror Preferred Stock are issued and outstanding. Following the Share Cancellation referred to in Section 2.3 hereof, and not taking into account the issuance of the date hereofAcquiror Common Stock at Closing, there on the Closing Date, 6,325,000 shares of Acquiror Common Stock will be issued and outstanding. All of the currently issued and outstanding shares of Acquiror’s common stock are no issued or outstanding capital validly issued, fully paid and non-assessable and all of the shares of Acquiror Common Stock and other shares of common stock of SensecAcquiror to be issued pursuant to this Agreement will, when issued, have been validly issued, fully paid and non-assessable. As Other than restrictions related to its status as stock not registered under the Securities Act of 1933, as amended, no transfer or sale restrictions shall be applicable, at the date hereoftime of issuance, there to the Acquiror Common Stock and other restricted shares of common stock of Acquiror to be issued pursuant to this Agreement. There are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Sensec other than Acquiror. Schedule 4.5 hereof sets forth (i) the capitalization of Acquiror that exists as at the date hereof; and (ii) the capitalization of Acquiror that will exist on the Closing Date following the issuance of Sensec 18,000,000 shares of Acquiror Common Stock upon Stock, and the consummation shares issued as a result of the Transactions. The shares of Sensec to be issued in connection with the Ensec Merger, Sentech Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and shall be registered under Section 12(g) of the Exchange Act. The total authorized capital stock of the Ensec Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of the such capital stock are validly issued, fully paid and non-assessable, and, on the date hereof, are held by Sensec. The total authorized capital stock of the Sentech Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of such capital stock are validly issued, fully paid and non-assessable, and, on the date hereof, are held by SensecSSAG convertible notes.