Common use of Capitalization and Stock Ownership Clause in Contracts

Capitalization and Stock Ownership. The total authorized capital stock of Sentech consists of 20,833,333 shares of Sentech Common Stock, par value $0.00024 per share. Of such authorized capital stock, the only issued and outstanding shares on the date hereof are 1,746,381 Sentech Common Shares. Except as listed in the Sentech 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 Sentech. The Sentech 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 Sentech 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 Sentech Surviving Corporation or any subsidiary thereof.