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Memorandum Regarding the Procedures for Offering and Sale of Shares in NEWCO, Inc.


These compliance procedures have been prepared for the purpose of assisting personnel of a company in complying with the requirements of Section 4(2) of the Securities Act of 1933, as amended (the "Act"), Rule 506 under the Act and the applicable state "Blue Sky" laws in connection with the offering of Convertible Preferred Stock in the company.

This memo represents a conservative approach to a placement aspiring to be exempt under Regulation D.