Translation from German Purchase Agreement of 07/29/2008
EXHIBIT 99.6
Translation from German
3. Supplemental Agreement to the
Purchase Agreement of 07/29/2008
between
Norddeutsche Landesbank Girozentrale, Friedrichswall 10, 30159 Hannover,
- hereinafter: the “Seller” -
and
Dr. Winfried Kill, Xxxxxxxxxxx 00x, 00000 Xxxxxxxx-Xxxxxxxx
- hereinafter: the “Purchaser” -.
Preamble
WHEREAS with purchase agreement of 07/29/2008 Seller has sold to Purchaser 31,024,000 shares of stock, ISIN US75961Q1013 (hereinafter: the “Shares”) of Remote MDX Inc with its principal place of business in Utah, United States (hereinafter: the “Company”). The purchase agreement was amended by supplemental agreements of 08/29/2008 and 10/15/2008. The parties have now agreed to amend the purchase agreement again and to enter into the following third supplemental agreement:
§ 1 Purchase Price
(1) |
A partial amount of EUR 6,000,000 of the remaining purchase price of EUR 18,000,069.92 is due and payable on 12/15/2008 to Seller, in particular to the following account of the Seller at Norddeutsche Landesbank Girozentrale, bank code 00000000, account number 0000000000. |
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(2) |
The remainder of the purchase price in the amount of EUR 12,000,069.92 is due and payable no later than 12/15/2009 to the Seller’s account mentioned above. |
§ 2 Transfer of the Shares
Immediately upon receipt of the amount referred to under § 1 (1) above Seller will transfer all not yet disposed Shares to Purchaser, to the following depositary account of Purchaser: depositary account no. 600372360 at Berliner Effektenbank, bank code 00000000.
§ 3 Other Undertakings of Purchaser
Purchaser shall immediately provide the Seller with all information and documents which are required for assessing the economical situation pursuant to § 18 of the German Banking Act.
§ 4 Liability; Warranty
(1) |
Seller and Purchaser agree that the subject matter of this agreement is not the Company but the Shares and that Seller disclaims any liability for defects in quality or title in the Company including the Company’s earning capacity or the value of the Shares or individual items of the Company’s assets. |
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(2) |
Seller warrants that on signing of this agreement and on the effective date of the transfer of the Shares:
a) the Shares will be at Purchaser’s free disposal and not encumbered with rights of others and will be |
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free from any other’s rights to sell or buy the Shares; and
b) Seller has the right to freely dispose of the Shares without requiring a third party’s consent. |
§ 5 Miscellaneous
(1) |
The Purchaser confirms that his decision to buy the Shares has been taken on the basis of his own scrutiny of the risks involved and that in so far he has not received any advisory or financial services of the Seller and that he shall not raise any claims against the Seller in this regard. |
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(2) |
Each party bears its own costs in connection with the conclusion and performance of this agreement, including costs of external advisors. |
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(3) |
To the extent not amended by this contract, the provisions of the previous agreements remain in effect and are hereby re-confirmed. |
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(4) |
This agreement is subject to the laws of the Federal Republic of Germany. |
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(5) |
Place of performance [and place of jurisdiction] is Hannover. |
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(6) |
The parties agree that if any provision in this agreement should be or become ineffective this shall be without prejudice to the validity of the remainder hereof. The parties undertake that if possible they will replace an ineffective provision with a provision of equal or similar financial effect. The same applies if the agreement should prove to have a gap or omission in the course of its performance. |
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(7) |
Any amendments of or supplements to this agreement, including an amendment of or supplementation to this Clause, requires written form which shall be observed by facsimile transmission of the signed documents in order to be effective. No side agreements have been entered into. |
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(8) |
For the validity of this supplement agreement, the facsimile transmission of a signed version to the respective other party is sufficient. |
Hannover, date: 12/16/2008 |
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Bergisch-Gladbach, date: 12/16/2008 |
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Norddeutsche Landesbank |
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/s/ Xxxxx Xxxxxxx |
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/s/ Xxxxxxxxx Kill |
Xxx. Xxxxx Xxxxxxx |
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Dr. Winfried Kill |
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/s/ Xxxxx Xxxxxxxxx |
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Xx. Xxxxx Xxxxxxxxx |
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