Common use of Organization; Capitalization Clause in Contracts

Organization; Capitalization. Wentworth is a duly organized and validly ---------------------------- existing corporation in good standing under the laws of the State of Delaware, authorized to issue an aggregate of 40,000,000 shares of Wentworth Common Stock and 10,000,000 shares of Wentworth Preferred Stock. On the Effective Date, there will be issued and outstanding no more than 200,000 shares of Wentworth Common Stock, all of which such issued and outstanding shares will be validly issued, fully paid and nonassessable. On the Effective Date, there will be issued and outstanding no shares of Wentworth Preferred Stock. Except as contemplated by this Agreement, on the Effective Date there will be no issued or outstanding securities and no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to purchase or otherwise acquire Wentworth Shares or any issued or outstanding securities of any nature convertible into Wentworth Shares other than the 200,000 shares of Wentworth Common Stock which are currently outstanding. There is no proxy or any other agreement, arrangement or understanding of any kind authorized, effective or outstanding which restricts, limits or otherwise affects the right to vote any Wentworth Shares.

Organization; Capitalization. Wentworth is a duly organized and validly ---------------------------- existing corporation in good standing under the laws of the State of Delaware, authorized to issue an aggregate of 40,000,000 shares of Wentworth Common Stock and 10,000,000 shares of Wentworth Preferred Stock. On the Effective Date, there will be issued and outstanding no more than 200,000 shares of Wentworth Common Stock, all of which such issued and outstanding shares will be validly issued, fully paid and nonassessable. On the Effective Date, there will be issued and outstanding no shares of Wentworth Preferred Stock. Except as contemplated by this Agreement, on the Effective Date there will be no issued or outstanding securities and no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to purchase or otherwise acquire Wentworth Shares or any issued or outstanding securities of any nature convertible into Wentworth Shares other than the 200,000 shares of Wentworth Common Stock which are currently outstanding. There is no proxy or any other agreement, arrangement or understanding of any kind authorized, effective or outstanding outstanding, which restricts, limits or otherwise affects the right to vote any Wentworth Shares.