Common use of Officers and Directors Clause in Contracts

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individual, or any partnership in which he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iv) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activity; or (vi) been the subject of any Order or sanction by (x) a self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (y) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (z) any substantially equivalent foreign authority or organization.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller Sellers or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individual, or any partnership in which he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iv) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activity; or (vi) been the subject of any Order or sanction by (x) a self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (y) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (z) any substantially equivalent foreign authority or organization.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the CompanySeller's and each of its Subsidiaries' respective directors, executive officers, and any of their respective the Seller's significant employees (as such term is terms are defined in Regulation S-K under the Securities Act) (a "significant employee"), and the compensation payable to each of them to serve as such. (b) Except as set forth on in the Disclosure Schedule attached to this AgreementSchedule, none of the Seller Shareholders or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a3.25(a)) of either the Company Seller or any of its Subsidiaries Shareholder has, within the past five (5) years: (i) (x) filed or had filed against it, him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individualindividual or corporation, or any partnership in which it, he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iv) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting it, him or her from engaging in any type of business activity; or (vi) been the subject of any Order or sanction by (x) a self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (y) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (z) any substantially equivalent foreign authority or organization.

Officers and Directors. During the past five year period, to Company's knowledge, no current or former officer or director of Company has been the subject of: (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state other insolvency or similar law, moratorium law or (y) had has a receiver, conservator, fiscal agent or similar officer been appointed by a court for the business, property or assets of such individualperson, or any partnership in which he or she such person was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the date time of such filing; (iib) been convicted of, a conviction in a criminal proceeding or pled guilty a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or no contest to, any crime (other than traffic offenses and other minor offensesdriving under the influence); (iiic) been named any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities: (i) Acting as a subject 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 criminal Legal Proceeding (other than for traffic offenses 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 other minor offenses)loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ivii) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging Engaging in any type of business activitypractice; or (viiii) been Engaging in any activity in connection with the subject purchase or sale of any Order security or sanction by commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (xd) 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 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 self- regulatory organization finding by a court of competent jurisdiction in a civil action or by the U.S. Securities and Exchange Commission (as defined "SEC") to have violated any securities law, regulation or decree and the judgment in Section 3(a)(26) of such civil action or finding by the Exchange Act)SEC has not been subsequently reversed, suspended or vacated; or (yf) a contract market designated pursuant to Section 5 finding by a court of competent jurisdiction in a civil action or by the Commodity Exchange ActFutures Trading Commission to have violated any federal commodities law, as amendedand the judgment in such civil action or finding has not been subsequently reversed, suspended or (z) any substantially equivalent foreign authority or organizationvacated.

Officers and Directors. During the past five year period, to Buyer's knowledge, no current officer or director of Buyer has been the subject of: (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state other insolvency or similar law, moratorium law or (y) had has a receiver, conservator, fiscal agent or similar officer been appointed by a court for the business, property or assets of such individualperson, or any partnership in which he or she such person was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the date time of such filing; (iib) been convicted of, a conviction in a criminal proceeding or pled guilty a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or no contest to, any crime (other than traffic offenses and other minor offensesdriving under the influence); (iiic) been named any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities: (i) Acting as a subject 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 criminal Legal Proceeding (other than for traffic offenses 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 other minor offenses)loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ivii) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging Engaging in any type of business activitypractice; or (viiii) been Engaging in any activity in connection with the subject purchase or sale of any Order security or sanction by commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (xd) 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 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 self- regulatory organization finding by a court of competent jurisdiction in a civil action or by the SEC to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated; or (as defined in Section 3(a)(26) of the Exchange Act), (yf) a contract market designated pursuant to Section 5 finding by a court of competent jurisdiction in a civil action or by the Commodity Exchange ActFutures Trading Commission to have violated any federal commodities law, as amendedand the judgment in such civil action or finding has not been subsequently reversed, suspended or (z) any substantially equivalent foreign authority or organizationvacated.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names None of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller Shareholder or any of the current directors, current executive directors or officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries Seller has, within the past five (5) years:: (a) (i) (x) filed or had filed against it, him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (yii) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individualindividual or corporation, or any partnership in which it, he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; ; (iib) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); ; (iiic) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); ; (ivd) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (xi) any Requirement of Law relating to securities or commodities, (yii) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (ziii) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); ; (ve) been the subject of any Order enjoining or otherwise prohibiting it, him or her from engaging in any type of business activity; or or (vif) been the subject of any Order or sanction by (xi) a self- self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (yii) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (ziii) any substantially equivalent foreign authority or organization.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the CompanySeller's and each of its Subsidiaries' respective directors, executive officers, and any of their respective the Seller's significant employees (as such term is terms are defined in Regulation S-K under the Securities Act) (a "significant employee"), and the compensation payable to each of them to serve as such. (b) Except as set forth on in the Disclosure Schedule attached to this AgreementSchedule, none of the Seller Shareholders or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a3.25(a)) of either the Company Seller or any of its Subsidiaries Shareholder has, within the past five (5) years: (i) (x) filed or had filed against it, him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individualindividual or corporation, or any partnership in which it, he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iv) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting it, him or her from engaging in any type of business activity; or (vi) been the subject of any Order or sanction by (x) a self- self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (y) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (z) any substantially equivalent foreign authority or organization.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries hashas not, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individual, or any partnership in which he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iv) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activity; or (vi) been the subject of any Order or sanction by (x) a self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (y) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (z) any substantially equivalent foreign authority or organization.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule 3.25(a) attached to this Agreement, none neither of the Seller or Shareholders nor any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries Seller has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individual, or any partnership in which he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iiiii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iviii) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (xA) any Requirement of Law relating to securities or commodities, (yB) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (zC) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud)) or (D) any Franchising Laws; (viv) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activity; or (viv) been the subject of any Order or sanction by (xA) a self- self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (yB) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (zC) any substantially equivalent foreign authority or organization. (b) Except as set forth on Schedule 3.25(b) attached to this Agreement, during the past five (5) years, (i) no petition under the Federal bankruptcy laws or any state insolvency or similar law has been filed by or against, and (ii) no receiver, conservator, fiscal agent or similar officer has been appointed for, any Shareholder or any of the current directors, current executive officers or current significant employees of the Seller or any partnership in which any of the foregoing individuals was a general partner or any Person of which any of the foregoing individuals was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing or appointment. (c) Schedule 3.25(c) attached to this Agreement is an accurate and complete list of all Persons (other than any of the persons described in the first sentence of Section 1.4, subpart (iii)) that are Affiliates of any Shareholder, any of the current directors, any of the current officers or current significant employees of the Seller, detailing the nature of the relationship between each such individual and each such Person that causes such Person to be an Affiliate of each such individual.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule 3.25(a) attached to this Agreement, none ---------------- neither of the Seller or Shareholders nor any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries Seller has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individual, or any partnership in which he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iiiii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iviii) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (xA) any Requirement of Law relating to securities or commodities, (yB) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (zC) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud)) or (D) any Franchising Laws; (viv) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activity; or (viv) been the subject of any Order or sanction by (xA) a self- self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (yB) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (zC) any substantially equivalent foreign authority or organization. (b) Except as set forth on Schedule 3.25(b) attached to this Agreement, ---------------- during the past five (5) years, (i) no petition under the Federal bankruptcy laws or any state insolvency or similar law has been filed by or against, and (ii) no receiver, conservator, fiscal agent or similar officer has been appointed for, any Shareholder or any of the current directors, current executive officers or current significant employees of the Seller or any partnership in which any of the foregoing individuals was a general partner or any Person of which any of the foregoing individuals was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing or appointment. (c) Schedule 3.25(c) attached to this Agreement is an accurate --------------- and complete list of all Persons (other than any of the persons described in the first sentence of Section 1.4, subpart (iii)) that are Affiliates of any Shareholder, any of the current directors, any of the current officers or current significant employees of the Seller, detailing the nature of the relationship between each such individual and each such Person that causes such Person to be an Affiliate of each such individual.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individual, or any partnership in which he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iv) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activity; or (vi) been the subject of any Order or sanction by (x) a self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (y) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (z) any substantially equivalent foreign authority or organization.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names None of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller Shareholders or any of the current directors, current executive directors or officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries Seller has, within the past five (5) years:: (a) (i) (x) filed or had filed against it, him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (yii) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individualindividual or corporation, or any partnership in which it, he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; ; (iib) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); ; (iiic) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); ; (ivd) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (xi) any Requirement of Law relating to securities or commodities, (yii) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (ziii) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); ; (ve) been the subject of any Order enjoining or otherwise prohibiting it, him or her from engaging in any type of business activity; or or (vif) been the subject of any Order or sanction by (xi) a self- self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (yii) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (ziii) any substantially equivalent foreign authority or organization.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the CompanySeller's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) K), and the compensation payable to each of them to serve as such. (b) Except as set forth on in the Disclosure Schedule attached to this AgreementSchedule, none of the Seller Shareholder or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company Seller or any of its Subsidiaries the Shareholder has, within the past five (5) years: (i) (x) filed or had filed against it, him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individualindividual or corporation, or any partnership in which it, he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iv) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting it, him or her from engaging in any type of business activity; or (vi) been the subject of any Order or sanction by (x) a self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (y) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (z) any substantially equivalent foreign authority or organization.

Officers and Directors. During the past five year period, to Seller's knowledge, no current or former officer or director of Company has been the subject of: (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state other insolvency or similar law, moratorium law or (y) had has a receiver, conservator, fiscal agent or similar officer been appointed by a court for the business, property or assets of such individualperson, or any partnership in which he or she such person was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the date time of such filing; (iib) been convicted of, a conviction in a criminal proceeding or pled guilty a named subject of a pending criminal proceeding (excluding traffic violations or no contest to, any crime (other than traffic offenses and other minor offensesdriving while intoxicated or driving under the influence); (iiic) been named any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities: (i) Acting as a subject 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 criminal Legal Proceeding (other than for traffic offenses 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 other minor offenses)loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ivii) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging Engaging in any type of business activitypractice; or (viiii) been Engaging in any activity in connection with the subject purchase or sale of any Order security or sanction by commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (xd) 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 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 self- regulatory organization finding by a court of competent jurisdiction in a civil action or by the U.S. Securities and Exchange Commission (as defined "SEC") to have violated any securities law, regulation or decree and the judgment in Section 3(a)(26) of such civil action or finding by the Exchange Act)SEC has not been subsequently reversed, suspended or vacated; or (yf) a contract market designated pursuant to Section 5 finding by a court of competent jurisdiction in a civil action or by the Commodity Exchange ActFutures Trading Commission to have violated any federal commodities law, as amendedand the judgment in such civil action or finding has not been subsequently reversed, suspended or (z) any substantially equivalent foreign authority or organizationvacated.

Officers and Directors. (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller Sellers or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state insolvency or similar law, or (y) had a receiver, conservator, fiscal agent or similar officer appointed by a court for the business, property or assets of such individual, or any partnership in which he or she was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing; (ii) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (iii) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); (iv) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activity; or (vi) been the subject of any Order or sanction by (x) a self- self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), (y) a contract market designated pursuant to Section 5 of the Commodity Exchange Act, as amended, or (z) any substantially equivalent foreign authority or organization.

Officers and Directors. During the past five year period, to FERS's knowledge, no current officer or director of FERS has been the subject of: (a) The Disclosure Schedule accurately and completely lists the names of the Company's and each of its Subsidiaries' respective directors, executive officers, and any of their respective significant employees (as such term is defined in Regulation S-K under the Securities Act) and the compensation payable to each of them to serve as such. (b) Except as set forth on the Disclosure Schedule attached to this Agreement, none of the Seller or any of the current directors, current executive officers or current significant employees (as such term is defined in Section 3.28(a)) of either the Company or any of its Subsidiaries has, within the past five (5) years: (i) (x) filed or had filed against him or her a petition under the Federal bankruptcy laws or any state other insolvency or similar law, moratorium law or (y) had has a receiver, conservator, fiscal agent or similar officer been appointed by a court for the business, property or assets of such individualperson, or any partnership in which he or she such person was a general partner or any other Person of which he or she was a director or an executive officer or had a position having similar powers and authority at or within two (2) years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the date time of such filing; (iib) been convicted of, a conviction in a criminal proceeding or pled guilty a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated or no contest to, any crime (other than traffic offenses and other minor offensesdriving under the influence); (iiic) been named any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities: (i) acting as a subject 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 criminal Legal Proceeding (other than for traffic offenses 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 other minor offenses)loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ivii) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any Governmental or Regulatory Authority to have violated: (x) any Requirement of Law relating to securities or commodities, (y) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any Person, (z) any Requirement of Law prohibiting fraud (including, without limitation, mail fraud or wire fraud); (v) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activitypractice; or (viiii) been engaging in any activity in connection with the subject purchase or sale of any Order security or sanction by commodity or in connection with any violation of Federal, state or other securities laws or commodities laws; (xd) 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 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 self- regulatory organization finding by a court of competent jurisdiction in a civil action or by the SEC to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated; or (as defined in Section 3(a)(26) of the Exchange Act), (yf) a contract market designated pursuant to Section 5 finding by a court of competent jurisdiction in a civil action or by the Commodity Exchange ActFutures Trading Commission to have violated any federal commodities law, as amendedand the judgment in such civil action or finding has not been subsequently reversed, suspended or (z) any substantially equivalent foreign authority or organizationvacated.