EXHIBIT 6
Conformed Copy
BIGMAR Pharmaceuticals
9711 Sportsman Club Road
Johnstown, OH ▇▇▇▇▇-▇▇▇▇
Tel. ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Date: 2/15/99
GRQ, L.L.C.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Sale of 166,666 shares of Bigmar, Inc. Common Stock at US$ 3.00 per share
Gentlemen:
This letter is to confirm that subject to approval of its Board of
Directors Bigmar, Inc. (the "Company") has agreed to sell and GRQ, L.L.C. (the
"Purchaser") has subscribed for and agreed to purchase the above-referenced
common stock (the "Stock") for total consideration to the Company of US$
500,000.00 (the "Purchase Price"). The price per share agreed to hereunder is
subject to the Purchaser's wiring the amount of the Purchase Price (and
providing written evidence thereof to the Company) no later than 5:00 p.m. New
York Time, Monday, February 22, 1999.
The Purchaser hereby agrees to direct that the Purchase Price be delivered,
by wire transfer, to ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP as attorneys for the Company. The
Instructions for such transfers are as follows:
Account Name: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Account
Account Number: 840875168
Routing Number: ▇▇▇▇▇▇▇▇▇
Bank Name: National City Bank
Bank Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
After receipt of such funds ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall disburse such funds
immediately upon receipt of, and pursuant to, a letter of Instructions from the
Company, provided however, that no funds will be disbursed to or on behalf of
the Company until (a) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ has received the stock certificate(s)
issued in the name of the Purchaser, (b) it has sent a facsimile of the
certificate(s) to the Purchaser, and (c) it has sent the certificate(s) to the
Purchaser via overnight delivery.
Purchaser acknowledges that it is acquiring the Stock in a negotiated
transaction not involving a public offering, and further represents, warrants
and agrees as follows:
1. The Stock has not been registered under the Securities Act of 1933 (the
"Act") or any other applicable securities laws, and is being issued in reliance
upon exemptions from the registration and prospectus delivery requirements of
the Act.
EXHIBIT 6
Conformed Copy
2. Purchaser is an "accredited investor" as defined in Regulation D under
the Act.
3. Purchaser has received and reviewed copies of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997 and all filings
under the Securities and Exchange Act of 1934 subsequent to such Annual Report,
and has been given the opportunity to discuss the financial condition and
operations of the Company with officers of the Company.
4. Purchaser understands the Company will make notation in its share
records and advise its transfer agent of the restrictions on transferability of
the Stock, and that the share certificate(s) evidencing the Stock will bear a
legend substantially as follows:
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ( THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR SIMILAR RULE UNDER THE
SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION
OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE
ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS
AVAILABLE.
The Company agrees that it will use its best effort to register the Stock
for resale under the Act by filing a registration statement under Form S-3 (or
other appropriate form) on or before December 15, 1999, in accordance with
customary terms and conditions.
The Purchaser hereby represents, warrants and agrees that the Purchaser is
an institutional investor and that the purchase of Stock is a privately
negotiated transaction, with the price of the Stock having been established in
accordance with the laws of the State of Ohio. This Agreement may be signed in
counterparts.
Sincerely,
Bigmar, Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Designated Officer
Agreed to by:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
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Member