PURCHASE FOR INVESTMENT PURPOSES. ONLY The shareholders of Comercis are acquiring the RMFE Common Stock as a result of the Merger for investment purposes only and not with the view to the resale or distribution thereof. Each of the shareholders of Comercis is an "accredited investor" under the regulations promulgated under the 33 Act or otherwise meets one of the definitions for persons entitled to acquire unregistered securities pursuant to an exemption from registration under the 33 Act. Neither Comercis nor its shareholders have received and/or relied upon any representations or warranties from RMFE other than those contained in this Agreement and the attached schedules or exhibits hereto. Comercis represents and warrants that it and its shareholders have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in RMFE Common Stock. Comercis and its shareholders understand and acknowledge that the RMFE Common Stock has not been registered under the Act or under any state securities act and are being issued to the shareholders of Comercis pursuant to an exemption from registration under the Act. The reliance by RMFE upon such exemption is predicated upon the representations and warranties of Comercis contained herein. In this regard, Comercis and its shareholders understand and agrees that there may be affixed to the certificates representing the shares of RMFE Common Stock acquired by the shareholders of Comercis hereunder a legend advising of the unregistered, restricted nature of the shares.
PURCHASE FOR INVESTMENT PURPOSES. Sellers are acquiring the Consideration Shares for investment for their own account, with the intent of holding the Consideration Shares for investment, without the present intent of participating directly or indirectly in a distribution of the Consideration Shares, and without the participation of any other person in any part of the purchase. The Sellers understand that the representations and warranties contained herein are to be relied upon by the Purchaser as a basis for the exemption of the issuance of the Consideration Shares from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"), and the exemptions from registration contained in applicable United States' securities laws. Sellers acknowledge that the issuance of the Consideration Shares will not be registered under the Securities Act or under any United States' state securities laws, and that the Consideration Shares must be held by the Sellers until (and that the Purchaser shall have no obligation to recognize any sale, assignment or other transfer thereof to any person unless) they are subsequently registered under the Securities Act and under applicable United States' state securities laws, or unless exemptions from the registration requirements of the Securities Act and such laws are available and approved by counsel satisfactory to the Purchaser. The Sellers understand that the Purchaser is not obligated to register the Consideration Shares under the Securities Act or under any United States' state securities laws. The Sellers further understand that the Purchaser is not obligated to take any action, except as may be required by law, necessary to make Rule 144 under the Securities Act or any other method available for resales of the Consideration Shares by the Sellers.
PURCHASE FOR INVESTMENT PURPOSES. The shareholders of USCC are acquiring the WEC Common Stock as a result of this transaction for investment purposes only and not with the view to the resale or distribution thereof. Each of the shareholders of USCC is an "accredited investor" under the regulations promulgated under the Securities Act of 1933 or otherwise meets one of the definitions for persons entitled to acquire unregistered securities pursuant to an exemption from registration under the 33 Act. Neither USCC nor its shareholders have received and/or relied upon any representations or warranties from WEC other than those contained in this Agreement and the attached schedules or exhibits hereto. USCC represents and warrants that it and its shareholders have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in WEC Stock.
