Capitalization of Xxxxxx and Xxxxxx Armored. (a) The authorized capital stock of Loomis consists of 10,000,000 shares of Loomis Common Stock, 2,000,000 shares of Class B Common Stock, par value $.01 per share, of Loomis (the "Loomis Class B Common Stock") and --------------------------- 5,000,000 shares of preferred stock, $0.01 par value per share, of which 4,000,000 shares have been designated as Series I Preferred Stock. As of the date of this Agreement, there are 1,500,000 shares of Loomis Common Stock, no shares of Loomis Class B Common Stock and 3,500,000 shares of Series I Preferred Stock issued and outstanding. All of the issued and outstanding shares of capital stock of Loomis have been validly issued, are fully paid and non- assessable and were not issued in violation of any preemptive rights. The issued and outstanding shares of Loomis Common Stock and Series I Preferred Stock are beneficially owned and owned of record by Persons set forth in Section 5.4 of the Disclosure Schedule, free and clear of any Liens. Other than the Series I Preferred Stock, there is no other outstanding security that has presently, or upon the occurrence of any event would have, the right to vote with the holders of Loomis Common Stock on any matter ("Loomis Voting Securities"). Except as set forth in Section 5.4 of ------------------------ the Disclosure Schedule, there are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating Loomis to issue any additional shares of its capital stock or Loomis Voting Securities or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock or Loomis Voting Securities or to participate in the equity of Loomis nor are there any options, warrants, calls, other rights, agreements or commitments obligating any Stockholder to sell, transfer or otherwise convey any Loomis Common Stock to any other Person. Immediately prior to the Closing Date (assuming all of the options and warrants set forth on Section 5.4 of the Disclosure Schedule shall have been exercised), Loomis will have, in the aggregate, 2,658,970 shares of Loomis Common Stock issued and outstanding and held of record by the Loomis Stockholders Trust, and no shares of Class B Common Stock and 3,500,000 shares of Series I Preferred Stock will be issued and outstanding, all of which issued and outstanding capital stock will be validly issued, fully paid and non-assessable and will not have been issued in ...
