Medicalgorithmics S.A. — Legal Proceedings Report 2016

Mar 15, 2016

In the 199th Judicial District Court ofthe State ofTexas Angela M. Tucker, Judge Presiding

No. 199-03634-2015

AMI MONITORING, INC., SPECTOCOR, LLC JOSEPH H. BOGDAN VS. MEDI-LYNX MONITORING, INC., MEDI-LYNX CARDIAC MONITORING, LLC, ANDREW J. BOGDAN,

MEDICALGORITHMICS S.A., AND MAREK DZIUBINSKI

MEDICALGORITHMICS US HOLDING CORPORATION,

MEMORANDUM

The Court is of the opinion that I can only be fair to both sides in this case if I read and carefully deliberate on all of the information submitted to theCourt in written documentation and oral presentation. That being said, thisCourt is a general jurisdiction court with themost diverse caseload in the Courthouse at this time—hearing civil, criminal, family (including 25% ofCPS cases), Crimes Against Children (CAC) caseload, and the Family Preservation Drug Court. Additionally, I assumed the role ofLocal Administrative Judge on February 1, 2016. That being said, I do not have time to read voluminous documents during the normal workday. I have previously explained mytime constraints with counsel in open court.

In this case, I have spent nights, weekends, and vacation time to review over 300 pages of documents submitted, my case file, my notes, and applicable case law. I was home all weekend caring for a child with strep throat and 102 degree fever. Yesterday, I drove my oldest child out ofstate to a college visit during her Spring Break vacation. This morning, I had to re-type a portion of this ruling that was lost due to a power outage during the storm. When counsel inquired about the status of the ruling on yesterday, my court coordinator informed him that I was out ofthe office, but had my computer with me to work. Despite that information and the information provided directly to counsel last week (while on the bench) about the Court needing additional time to type the ruling, counsel for plaintiffs filed a writ ofmandamus. Thus, I have included the additional information in the previous two paragraphs by way ofexplanation.

The ruling ofthe Court is as follows:

• The temporary injunction is granted with the following terms and conditions—
• Plaintiffs are entitled to a reasonable disclosure of the terms of the sale which includes the same data presented to other prospective buyers.
• Plaintiffs shall be provided the same information provided to other potential buyers.
• Plaintiffs shall be limited to the information submitted to other potential buyers and information specifically requested by a lender in writing to obtain funding. If a lender requests a document in writing, Defendants are entitled to a copy of the written request before the documents are tendered.
• All parties shall execute any necessary confidentiality and non-disclosure agreements to limit the disclosure of said information to the sole purpose of obtaining funding for the purchase of the business. The parties shall obtain court approval for a disclosure that extends beyond this restriction.
• The information submitted to Plaintiffs shall be used solely to obtain funding to exercise the ROFR.
• The 120 day option period shall run from the date the Defendants tendered the financial data to the Plaintiffs (February 12, 2016).

On another note, the Court understands this case is extremely personal for the litigant brothers - Joseph and Andrew Bogdan. The Court also understands that attorneys are required to be zealous advocates for their clients. Having observed the attorneys in court on several occasions and having read the email exchanges tabbed as exhibits in Plaintiffs' notebook to the Court, the Court would admonish the attorneys on their actions and statements in this case to opposing counsel. Section 3 of Texas Lawyers's Creed governs "Lawyer to Lawyer" conduct. All attorneys in this case shall adhere to those standards both inside and outside the courtroom. Additionally, the Court would also request that the attorneys inform their support staff of the appropriate way to communicate with court staff pursuant to Section 4 of the Texas Lawyer's Creed.

Signed on this 8th day ofMarch, 2016

Angel

Judge Presiding