Common use of Officer and Director Information Clause in Contracts

Officer and Director Information. Since its acquisition in June, 2000, -------------------------------- neither Whitco nor any of its officers or partners, nor any person intended upon consummation of the Security Exchange to be nominated by Whitco to become an officer or director of Wentworth or any successor entity or subsidiary, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco or such person, or any partnership in which Whitco or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in JuneDuring the past five years, 2000neither Vyteris, -------------------------------- neither Whitco nor any of its officers or partnersdirectors, nor any person intended upon consummation of the Security Exchange Merger to be nominated by Whitco Vyteris to become an officer or director of Wentworth Treasure Mountain or any successor entity or subsidiary, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a petition seeking to appoint a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco Vyteris or such person, or any partnership in which Whitco Vyteris or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influenceinfluence of an intoxicating substance); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco Vyteris or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco Vyteris or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the United States Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Adverse Events."

Officer and Director Information. Since its acquisition Except as set forth in Junethe OLYMPIC SEC Documents, 2000during the past five years, -------------------------------- neither Whitco OLYMPIC, nor any of its officers or partnersdirectors, nor any person intended upon consummation of the Security Exchange Merger to be nominated by Whitco OLYMPIC to become an officer or director of Wentworth FMFK or any successor entity or subsidiary, has been the subject of: (a) a A petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a petition seeking to appoint a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco OLYMPIC or such person, or any partnership in which Whitco OLYMPIC or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco or any such person was an executive officer at or within two years before the time of such filing; (b) a A conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influenceinfluence of an intoxicating substance); (c) any Any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco OLYMPIC or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment companyOLYMPIC, bank, savings and loan association or insurance companyOLYMPIC, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco OLYMPIC or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") SEC to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission SEC has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the United States Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Adverse Events."

Officer and Director Information. Since its acquisition in June, 2000, -------------------------------- During the past ten year period neither Whitco Parent nor any of its officers Subsidiaries, on the one hand, nor, to the Parent's knowledge, any of their respective officers, directors or partnersaffiliates, nor any person intended upon consummation of on the Security Exchange to be nominated by Whitco to become an officer or director of Wentworth or any successor entity or subsidiaryother hand, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco Parent, any of its Subsidiaries or such person, or any partnership in which Whitco or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco Parent, any of its Subsidiaries or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco Parent, any of its Subsidiaries or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco Parent, any of its Subsidiaries or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition No officer or director of Seller Group has committed any of the “bad acts” set forth in JuneRule 506(d)(1) of Regulation D promulgated under the Securities Act. Furthermore, 2000during the past ten (10) years, -------------------------------- neither Whitco Seller Group, nor any of its officers or partners, nor any person intended upon consummation of the Security Exchange to be nominated by Whitco to become an officer or director of Wentworth or any successor entity or subsidiary, directors has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a petition seeking to appoint a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco Seller Group or such person, or any partnership in which Whitco Seller Group or any such person was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which Whitco or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influenceinfluence of an intoxicating substance); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco Seller Group or any such person from, or otherwise limiting, the following activities: (i) Acting acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging engaging in any type of business practice; or (iii) Engaging engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco Seller Group or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the United States Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in JuneDuring the past five years, 2000neither FMFK, -------------------------------- neither Whitco nor any of its officers or partnersdirectors, nor any person intended upon consummation of the Security Exchange Merger to be nominated by Whitco FMFK to become an officer or director of Wentworth FMFK or any successor entity or subsidiary, has been the subject of: (a) a A petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a petition seeking to appoint a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco FMFK or such person, or any partnership in which Whitco FMFK or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco or any such person was an executive officer at or within two years before the time of such filing; (b) a A conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influenceinfluence of an intoxicating substance); (c) any Any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco FMFK or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco FMFK or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") SEC to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission SEC has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the United States Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Adverse Events."

Officer and Director Information. Since its acquisition in June, 2000, -------------------------------- During the past ten year period neither Whitco nor the Company or any of its officers Subsidiaries, on the one hand, nor, to the Company's knowledge, any of their respective officers, directors or partnersaffiliates, nor any person intended upon consummation of on the Security Exchange to be nominated by Whitco to become an officer or director of Wentworth or any successor entity or subsidiaryother hand, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco Company, any of its Subsidiaries or such person, or any partnership in which Whitco or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco Company, any of its Subsidiaries or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco Company, any of its Subsidiaries or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco Company, any of its Subsidiaries or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in JuneDuring the past five year period neither GLOBAL, 2000, -------------------------------- neither Whitco nor any of its officers or partnersdirectors, nor any person intended upon consummation of the Security Exchange Merger to be nominated by Whitco GLOBAL to become an officer or director of Wentworth either GLOBAL, TURFCLUB or IMSCO or any successor entity or subsidiary, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco GLOBAL or such person, or any partnership in which Whitco GLOBAL or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco GLOBAL or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco GLOBAL or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco GLOBAL or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in June(a) During the past five (5) years, 2000, -------------------------------- neither Whitco nor none of the following events has occurred with respect to the Company or any of its officers or partners, nor any person intended upon consummation of the Security Exchange Merger to be nominated appointed by Whitco the Company to become an officer or director of Wentworth the Surviving Corporation or any successor entity or subsidiary, has been the subject ofMWKI: (a1) a A petition under the Federal bankruptcy laws or any other state insolvency law was filed by or moratorium law against, or has a receiver, fiscal agent or similar officer been was appointed by a court for the business or property of Whitco the Company or such officer or person, or any partnership in which Whitco it or any such person he was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco or any such person he was an executive officer at or within two years before the time of such filing; (b2) a conviction The Company or such officer or person was charged or convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence)proceeding; (c3) The Company or such officer or person was the subject of any order, judgment judgment, or decree, not subsequently reversed, suspended or vacated, decree of any court of competent jurisdiction, permanently or temporarily enjoining Whitco it or any such person him from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state Federal or other State securities laws or Federal commodities laws; (d4) The Company or such officer or person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, decree of any Federal, state Federal or local State authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco or any such person to engage in any activity described in the preceding sub-paragraphSubsection (3)(i) of this Section 3.21, or to be associated with persons engaged in any such activity;; or (e5) a finding The Company or such officer or person was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any Federal or State securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or. (f6) a finding The Company or such officer person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal Federal commodities law. (b) None of the Company; any predecessor of the Company; any director or executive officer of the Company; any person named in Section 5.3(j) of this Agreement or expected to be an executive officer or director of the MWKI within 2 years following the Merger; or any beneficial owner of 20% or more of the Company’s outstanding voting equity securities or expected to be the beneficial owner of 20% or more of the Company’s outstanding voting equity securities within 2 years following the Merger, calculated on the basis of voting power has ever been: (i) Subject to any order, judgment or decree of any court of competent jurisdiction that restrains or enjoins him or it from engaging or continuing to engage in any conduct or practice: (A) In connection with the purchase or sale of any security; (B) Involving the making of any false filing with the Commission; or (C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. (ii) Subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that: (A) Bars him or it from: (1) Association with an entity regulated by such commission, authority, agency, or officer; (2) Engaging in the business of securities, insurance or banking; or (3) Engaging in savings association or credit union activities; or (B) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct; (iii) Subject to an order of the Commission that, at the time of such sale: (A) Suspends or revokes his or its registration as a broker, dealer, municipal securities dealer or investment adviser; (B) Places limitations on his or its activities, functions or operations; or (C) Bars him or it from being associated with any entity or from participating in the offering of any xxxxx stock. (iv) Subject to any order of the Commission that orders him or it to cease and the judgment in such civil action desist from committing or finding has not been subsequently reversed, suspended causing a violation or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Eventsfuture violation of any law."

Officer and Director Information. Since its acquisition No officer or director of the Company Group has committed any of the “bad acts” set forth in JuneRule 506(d)(1) of Regulation D promulgated under the Securities Act. Furthermore, 2000during the past ten (10) years, -------------------------------- neither Whitco the Company Group, nor any of its officers or partners, nor any person intended upon consummation of the Security Exchange to be nominated by Whitco to become an officer or director of Wentworth or any successor entity or subsidiary, directors has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a petition seeking to appoint a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco the Company Group or such person, or any partnership in which Whitco the Company Group or any such person was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which Whitco or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influenceinfluence of an intoxicating substance); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco the Company Group or any such person from, or otherwise limiting, the following activities: (i) Acting acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging engaging in any type of business practice; or (iii) Engaging engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco the Company Group or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the United States Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition No officer or director of the Company has committed any of the “bad acts” set forth in JuneRule 506(d)(1) of Regulation D promulgated under the Securities Act. Furthermore, 2000during the past ten (10) years, -------------------------------- neither Whitco the Company, nor any of its officers or partners, nor any person intended upon consummation of the Security Exchange to be nominated by Whitco to become an officer or director of Wentworth or any successor entity or subsidiary, directors has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a petition seeking to appoint a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco the Company or such person, or any partnership in which Whitco the Company or any such person was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which Whitco or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influenceinfluence of an intoxicating substance); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco the Company or any such person from, or otherwise limiting, the following activities: (i) Acting acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging engaging in any type of business practice; or (iii) Engaging engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco the Company or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the United States Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in JuneDuring the past five year period neither nReach, 2000, -------------------------------- neither Whitco nor any of its officers or partners, nor any person intended upon consummation of the Security Exchange to be nominated by Whitco to become an officer or director of Wentworth or any successor entity or subsidiarydirectors, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco nReach or such person, or any partnership in which Whitco nReach or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco nReach or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco nReach or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco nReach or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") SEC to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission SEC has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in JuneDuring the past five year period neither LMI, 2000, -------------------------------- neither Whitco nor any of its officers or partnersdirectors, nor any person intended upon consummation of the Security Exchange Merger to be nominated by Whitco LMI to become an officer or director of Wentworth Cheshire or any successor entity or subsidiary, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco LMI or such person, or any partnership in which Whitco LMI or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco LMI or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco LMI or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco LMI or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in JuneDuring the past five year period neither Shecom, 2000, -------------------------------- neither Whitco nor any of its officers or partnersdirectors, nor any person intended upon consummation of the Security Exchange Merger to be nominated by Whitco Shecom to become an officer or director of Wentworth ESCAgenetics or any successor entity or subsidiary, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco Shecom or such person, or any partnership in which Whitco Shecom or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco Shecom or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco Shecom or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco Shecom or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in June(a) During the past five (5) years, 2000, -------------------------------- neither Whitco nor none of the following events has occurred with respect to the Company or any of its officers or partners, nor any person intended upon consummation of the Security Exchange Merger to be nominated appointed by Whitco the Company to become an officer or director of Wentworth the Surviving Corporation or any successor entity or subsidiary, has been the subject ofMWKI: (a1) a A petition under the Federal bankruptcy laws or any other state insolvency law was filed by or moratorium law against, or has a receiver, fiscal agent or similar officer been was appointed by a court for the business or property of Whitco the Company or such officer or person, or any partnership in which Whitco it or any such person he was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco or any such person he was an executive officer at or within two years before the time of such filing; (b2) a conviction The Company or such officer or person was charged or convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence)proceeding; (c3) The Company or such officer or person was the subject of any order, judgment judgment, or decree, not subsequently reversed, suspended or vacated, decree of any court of competent jurisdiction, permanently or temporarily enjoining Whitco it or any such person him from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state Federal or other State securities laws or Federal commodities laws; (d4) The Company or such officer or person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, decree of any Federal, state Federal or local State authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco or any such person to engage in any activity described in the preceding sub-paragraphSubsection (3)(i) of this Section 3.21, or to be associated with persons engaged in any such activity;; or (e5) a finding The Company or such officer or person was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any Federal or State securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or. (f6) a finding The Company or such officer person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal Federal commodities law. (b) None of the Company; any predecessor of the Company; any director or executive officer of the Company; any person named in Section 5.3(j) of this Agreement or expected to be an executive officer or director of the MWKI within 2 years following the Merger; or any beneficial owner of 20% or more of the Company’s outstanding voting equity securities or expected to be the beneficial owner of 20% or more of the Company’s outstanding voting equity securities within 2 years following the Merger, calculated on the basis of voting power has ever been: (i) Subject to any order, judgment or decree of any court of competent jurisdiction that restrains or enjoins him or it from engaging or continuing to engage in any conduct or practice: (A) In connection with the purchase or sale of any security; (B) Involving the making of any false filing with the Commission; or (C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. (ii) Subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that: (A) Bars him or it from: (1) Association with an entity regulated by such commission, authority, agency, or officer; (2) Engaging in the business of securities, insurance or banking; or (3) Engaging in savings association or credit union activities; or (B) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct; (iii) Subject to an order of the Commission that, at the time of such sale: (A) Suspends or revokes his or its registration as a broker, dealer, municipal securities dealer or investment adviser; (B) Places limitations on his or its activities, functions or operations; or (C) Bars him or it from being associated with any entity or from participating in the offering of any pxxxx stock. (iv) Subject to any order of the Commission that orders him or it to cease and the judgment in such civil action desist from committing or finding has not been subsequently reversed, suspended causing a violation or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Eventsfuture violation of any law."

Officer and Director Information. Since its acquisition in JuneDuring the past five (5) years, 2000neither the Company, -------------------------------- neither Whitco nor any of its officers or partnersdirectors, nor any person intended upon consummation of the Security Exchange Merger to be nominated by Whitco the Company to become an officer or director of Wentworth the Surviving Corporation or Pubco or any successor entity or subsidiary, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a petition seeking to appoint a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco the Company or such person, or any partnership in which Whitco the Company or any such person was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which Whitco or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influenceinfluence of an intoxicating substance); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco the Company or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco the Company or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the United States Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in June(a) During the past five (5) years, 2000, -------------------------------- neither Whitco nor none of the following events has occurred with respect to the Company or any of its officers or partners, nor any person intended upon consummation of the Security Exchange Merger to be nominated appointed by Whitco the Company to become an officer or director of Wentworth the Surviving Corporation or any successor entity or subsidiary, has been the subject ofMWKI: (a1) a A petition under the Federal bankruptcy laws or any other state insolvency law was filed by or moratorium law against, or has a receiver, fiscal agent or similar officer been was appointed by a court for the business or property of Whitco the Company or such officer or person, or any partnership in which Whitco it or any such person he was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco or any such person he was an executive officer at or within two years before the time of such filing; (b2) a conviction The Company or such officer or person was charged or convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence)proceeding; (c3) The Company or such officer or person was the subject of any order, judgment judgment, or decree, not subsequently reversed, suspended or vacated, decree of any court of competent jurisdiction, permanently or temporarily enjoining Whitco it or any such person him from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state Federal or other State securities laws or Federal commodities laws; (d4) The Company or such officer or person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, decree of any Federal, state Federal or local State authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco or any such person to engage in any activity described in the preceding sub-paragraphSubsection (3)(i) of this Section 3.21, or to be associated with persons engaged in any such activity;; or (e5) a finding The Company or such officer or person was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any Federal or State securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or. (f6) a finding The Company or such officer person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal Federal commodities law. (b) None of the Company; any predecessor of the Company; any director or executive officer of the Company; any person named in Section 5.3(j) of this Agreement or expected to be an executive officer or director of the MWKI within 2 years following the Merger; or any beneficial owner of 20% or more of the Company’s outstanding voting equity securities or expected to be the beneficial owner of 20% or more of the Company’s outstanding voting equity securities within 2 years following the Merger, calculated on the basis of voting power has ever been: (i) Subject to any order, judgment or decree of any court of competent jurisdiction that restrains or enjoins him or it from engaging or continuing to engage in any conduct or practice: (A) In connection with the purchase or sale of any security; (B) Involving the making of any false filing with the Commission; or (C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. (ii) Subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that: (A) Bars him or it from: (1) Association with an entity regulated by such commission, authority, agency, or officer; (2) Engaging in the business of securities, insurance or banking; or (3) Engaging in savings association or credit union activities; or (B) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct; (iii) Subject to an order of the Commission that, at the time of such sale: (A) Suspends or revokes his or its registration as a broker, dealer, municipal securities dealer or investment adviser; (B) Places limitations on his or its activities, functions or operations; or (C) Bars him or it from being associated with any entity or from participating in the offering of any xxxxx stock. (iv) Subject to any order of the Commission that orders him or it to cease and the judgment in such civil action desist from committing or finding has not been subsequently reversedcausing a violation or future violation of any law. (vi) Suspended or expelled from membership in, or suspended or vacated. All items described in clauses barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. (avii) Subject to a United States Postal Service false representation order or is subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through (f) above are collectively referred to herein as "Bad Eventsthe mail by means of false representations."

Officer and Director Information. Since During the past ten year period neither Hudson, nor, to its acquisition in Juneknoxxxxxx, 2000, -------------------------------- neither Whitco nor any of its officers or partnersdirectors, nor any person intended upon consummation of the Security Exchange Merger to be nominated by Whitco Hudson to become an officer or offxxxx xr director of Wentworth EMLR or any successor entity or subsidiary, has been the subject of: (a) a petition under the Federal federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco Hudson or such person, or any xx xxx partnership in which Whitco Hudson or any such person was persxx xxx a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco Hudson or any such person was persxx xxx an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco Hudson or any such person frompersxx xxxm, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or the Securities and Exchange Commission (the "Commission") or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federalfederal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federalfederal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco Hudson or any such person to persxx xx engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the United States Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Adverse Events."

Officer and Director Information. Since its acquisition formation in June, 20002006, -------------------------------- neither Whitco SNLLC nor any of its officers or partnersmembers, nor any person intended upon consummation of the Security Exchange to be nominated by Whitco SNLLC to become an officer or director of Wentworth Suncast or any successor entity or subsidiary, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco SNLLC or such person, or any partnership membership in which Whitco SNLLC or any such person was a general partner member at or within two years before the time of such filing, or any corporation or business association of which Whitco SNLLC or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco SNLLC or any such person from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United Interested States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco SNLLC or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."

Officer and Director Information. Since its acquisition in JuneDuring the past five year period neither Natural Golf, 2000, -------------------------------- neither Whitco nor any of its officers or partnersdirectors, nor any person intended upon consummation of the Security Exchange Merger to be nominated by Whitco Natural Golf to become an officer or director of Wentworth or any successor entity or subsidiary, has been the subject of: (a) a petition under the Federal bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of Whitco Natural Golf or such person, or any partnership in which Whitco Natural Golf or any such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which Whitco Natural Golf or any such person was an executive officer at or within two years before the time of such filing; (b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or driving under the influence); (c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining Whitco Natural Golf or any such person from, or otherwise limiting, the following activities: (i) i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) . Engaging in any type of business practice; or (iii) . Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of Whitco Natural Golf or any such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity; (e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated. All items described in clauses (a) through (f) above are collectively referred to herein as "Bad Events."