Common use of Capitalization and Stock Ownership Clause in Contracts

Capitalization and Stock Ownership. The total authorized capital stock of Ensec consists of (a) 20,000,000 shares of Ensec Common Stock, and (b) 3,000,000 shares of Preferred Stock, par value $0.01 per share. Of such authorized capital stock, the only issued and outstanding shares on the date hereof are 6,016,250 Ensec Common Shares. Except as listed in the Ensec Disclosure Schedule, 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 Ensec. The Ensec Disclosure Schedule sets forth, as of the date hereof, as to each option or warrant, the holder, date of grant, exercise price and number of shares subject thereto. All of the issued and outstanding Ensec Common Shares are validly issued fully paid and non-assessable. Following the Effective Time, no options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) will entitle any Person to acquire any securities of the Ensec Surviving Corporation or any subsidiary thereof.