The shares of CMSF common stock to be issued pursuant to the Merger Agreement in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended. Upon completion of the Merger, CMSF and Plures, the surviving corporation, will maintain their principal offices at 4070 West Lake Road, Canandaigua, New York 14424.
After the closing of the Merger, 72.5% of CMSF’s outstanding common stock will be owned by the current stockholders of Plures, 20% of the stock will be owned by RENN Universal and RENN Global as a result of the conversion of their $2,000,000 in promissory notes, and 7.5% of the stock will be owned by the current stockholders of CMSF. When taken together with their current holdings of CMSF, after the closing of the Merger RENN Universal will own 20.5% of the outstanding common stock of CMSF, and RENN Global will own 6.8%. All numbers of shares set forth herein are based on a 400:1 common stock combination of CMSF to be effected prior to the Merger.
