There is no evidence or announcement in the SEC complaint or any other document that indicates that Newton wanted to put any restrictions on the shares he sold to Gendarme.
Your assumption that Gendarme made any effort to circumvent an 'agreement' with Newton is unfounded.
Newton clearly understood what was going on the entire time the transactions were ongoing. He sold them shares several times over a four month interval. They were selling the shares into the market the entire time. He knew, and by continuing to sell them shares, provided a tacit approval at least.
To suggest that they were violating any trust they had with Newton is an extraordinary claim that would require extraordinary proof. Not just an assumed fantasy.
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