EX-1
from SC 13D
~1
page
1. I Shall Not Make Any Sale, Transfer, or Other Disposition of Such Shares of Newco Common Stock Unless (I) Such Sale, Transfer or Other Disposition Has Been Registered Under the Securities Act, (II) Such Sale, Transfer or Other Disposition Is Made in Conformity With the Provisions of Rule 145 Under the Securities Act (As Such Rule May Be Amended From Time to Time), or (III) in the Opinion of Counsel in Form and Substance Reasonably Satisfactory to Newco, or Under a "No-Action" Letter Obtained by Me From the Staff of the SEC, Such Sale, Transfer or Other Disposition Will Not Violate or Is Otherwise Exempt From Registration Under the Securities Act. 2. I Understand That Newco Will Be Under No Obligation to Register the Sale, Transfer or Other Disposition of Shares of Newco Common Stock by Me or on My Behalf Under the Securities Act or to Take Any Other Action Necessary in Order to Make Compliance With an Exemption From Such Registration Available. 3. I Understand That Stop Transfer Instructions Will Be Given to Newco's Transfer Agent With Respect to Shares of Newco Common Stock Issued to Me as a Result of the Transaction and That There Will Be Placed on the Certificates for Such Shares, or Any Substitutions Therefor, a Legend Stating in Substance
12/34/56
EX-1
from SC 13D
~1
page
1. I Shall Not Make Any Sale, Transfer, or Other Disposition of Such Shares of Newco Common Stock Unless (I) Such Sale, Transfer or Other Disposition Has Been Registered Under the Securities Act, (II) Such Sale, Transfer or Other Disposition Is Made in Conformity With the Provisions of Rule 145 Under the Securities Act (As Such Rule May Be Amended From Time to Time), or (III) in the Opinion of Counsel in Form and Substance Reasonably Satisfactory to Newco, or Under a "No-Action" Letter Obtained by Me From the Staff of the SEC, Such Sale, Transfer or Other Disposition Will Not Violate or Is Otherwise Exempt From Registration Under the Securities Act. 2. I Understand That Newco Will Be Under No Obligation to Register the Sale, Transfer or Other Disposition of Shares of Newco Common Stock by Me or on My Behalf Under the Securities Act or to Take Any Other Action Necessary in Order to Make Compliance With an Exemption From Such Registration Available. 3. I Understand That Stop Transfer Instructions Will Be Given to Newco's Transfer Agent With Respect to Shares of Newco Common Stock Issued to Me as a Result of the Transaction and That There Will Be Placed on the Certificates for Such Shares, or Any Substitutions Therefor, a Legend Stating in Substance
12/34/56
EX-1
from SC 13D
~1
page
1. I Shall Not Make Any Sale, Transfer, or Other Disposition of Such Shares of Newco Common Stock Unless (I) Such Sale, Transfer or Other Disposition Has Been Registered Under the Securities Act, (II) Such Sale, Transfer or Other Disposition Is Made in Conformity With the Provisions of Rule 145 Under the Securities Act (As Such Rule May Be Amended From Time to Time), or (III) in the Opinion of Counsel in Form and Substance Reasonably Satisfactory to Newco, or Under a "No-Action" Letter Obtained by Me From the Staff of the SEC, Such Sale, Transfer or Other Disposition Will Not Violate or Is Otherwise Exempt From Registration Under the Securities Act. 2. I Understand That Newco Will Be Under No Obligation to Register the Sale, Transfer or Other Disposition of Shares of Newco Common Stock by Me or on My Behalf Under the Securities Act or to Take Any Other Action Necessary in Order to Make Compliance With an Exemption From Such Registration Available. 3. I Understand That Stop Transfer Instructions Will Be Given to Newco's Transfer Agent With Respect to Shares of Newco Common Stock Issued to Me as a Result of the Transaction And
12/34/56