remotemdxsb2ex10-26.htm


    
      

      

    

     

    Exhibit
      10.26


    Execution
      Version

    


     

    SECURITIES
      PURCHASE AGREEMENT

    


    


    SECURITIES
      PURCHASE
      AGREEMENT (the “Agreement”), dated as of July 5, 2007,
      by and between David Derrick, James Dalton and ADP Management, Inc., 1401 North
      Highway 89, Farmington, UT 84025 (collectively referred to herein as
“Sellers” and each individually as a
“Seller”), and VATAS Holding GmbH, a German limited
      liability
      company with offices at Friedrichstrasse 95, D-10117, Berlin, Germany
      (“Purchaser”).

    


    WHEREAS,
      Purchaser and
      Sellers are executing and delivering this Agreement in reliance upon an
      exemption from securities registration afforded by the Securities Act of 1933,
      as amended (the “1933 Act”);

    


    WHEREAS,
      Purchaser
      desires to purchase and Sellers desire to sell, upon the terms and conditions
      set forth in this Agreement, an aggregate of 6,000,000 shares of Common Stock,
      par value $.0001 of REMOTE MDX, INC. (the “Common Stock”), a
      Utah corporation (the “Company”), with each Seller contributing
      the allocable portion specified in Schedule A;

    


    WHEREAS,
      in consideration for Sellers agreeing to sell the Common Stock, Purchaser shall
      pay Sellers an aggregate of $7,800,000.00 in cash;

    


    NOW
      THEREFORE, in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties agree as follows:

    


    1.           PURCHASE
      AND SALE OF COMMON STOCK.

     

      a.           Purchase
      of the Common Stock.  On the Closing Date (as defined below),
      Sellers agree to sell and deliver to Purchaser, and Purchaser agrees to purchase
      from Sellers, the Common Stock in consideration for $7,800,000 cash (the
“Purchase Price”).

    


     
      b.           Closing
      Date.  Subject to the satisfaction (or waiver) of the conditions
      thereto set forth in Section 5 and Section 6 below, the date and time of the
      sale of the Common Stock pursuant to this Agreement (the “Closing
      Date”) shall be 12:00 noon Eastern Daylight Time on or before July 25,
      2007 or such other mutually agreed upon time.  The closing of the
      transactions contemplated by this Agreement (the “Closing”)
      shall occur on the Closing Date at such location as may be agreed to by the
      parties.

    


     
      c.           Form of
      Payment.  Purchaser agrees to pay to Sellers the Purchase Price on
      the terms and conditions as set forth below:

    


    
      	
              i.  

            	
              The
                Purchase Price shall be paid in United States dollars via wire transfer
                of
                immediately available funds to an escrow account designated by Sellers
                in
                writing not less than five (5) business days prior to the Closing
                Date and
                shall be paid at Closing;

            


    

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              ii.  

            	
              The
                Purchase Price shall be allocated among Sellers in accordance with
                their
                respective pro rata contributions of Common Stock as listed on Schedule
                A.

            


    

    


     
      d.            Delivery
      of Common Stock.  Sellers shall deliver to Purchaser 6,000,000
      shares of Common Stock, with restrictive legend in Purchaser’s name, duly
      endorsed for transfer on behalf of Sellers.  The Company, evidenced by
      its signature at the foot of this Agreement, hereby represents and warrants
      that
      upon delivery to the Transfer Agent, Company shall promptly cause to be issued
      to Purchaser, at Sellers’ cost and expense, one or more new certificates in the
      aggregate amount of 6,000,000 shares of Common Stock in the name of Purchaser,
      with restrictive legend.

    


    2.           PURCHASER’S
      REPRESENTATIONS AND
      WARRANTIES.  Purchaser represents and
      warrants to Sellers that:

    


     
      a.           Accredited
      Purchaser; Investment Purpose.  Purchaser represents that it is an
“Accredited Investor” as defined in Regulation D under the 1933
      Act.  Purchaser is purchasing the Common Stock for its own account for
      investment purposes only and not with a view towards, or for resale in
      connection with, the public sale or distribution thereof, nor with any present
      intention of distributing or selling the same, and it has no present or
      contemplated agreement, undertaking, arrangement, obligation, indebtedness
      or
      commitment providing for the disposition thereof; provided,
however, that by making the representations herein, Purchaser does
      not
      agree to hold the Common Stock for any minimum or other specific term and
      reserves the right to dispose of the Common Stock at any time in accordance
      with
      or pursuant to a registration statement or an exemption under the 1933 Act
      and
      applicable state securities laws.

    


     
      b.           Reliance
      on Exemptions.  Purchaser understands that the Common Stock is
      being offered and sold to it in reliance upon specific exemptions from the
      registration requirements of United States federal and state securities laws
      and
      that Sellers are relying upon the truth and accuracy of, and Purchaser’s
      compliance with, the representations, warranties, agreements, acknowledgments
      and understandings of Purchaser set forth herein in order to determine the
      availability of such exemptions and the eligibility of Purchaser to acquire
      the
      Common Stock.

    


     
      c.           Non-affiliate
      Status.  Purchaser is not, and has not for in excess of ninety
      (90) days been, and as a result of the purchase of the Common Stock will not
      be,
      an “affiliate” (“Affiliate”) of the Company, as that term is
      defined by Rule 144 under the 1933 Act (“Rule
      144”).  Purchaser is not acting in concert with any other
      person in a manner that would require its purchases of securities to be
      aggregated for purposes of Rule 144 or would cause Purchaser to be considered
      an
“Underwriter” as that term is defined by Section 2 of the 1933 Act.

    


     
      d.           Company
      Information.   Purchaser and its advisors, if any, have been
      furnished with all materials relating to the business, finances and operations
      of the Company, including copies of the Company’s most recent financial
      statements for the year ended September 30, 2006 and the six months ended March
      31, 2007 (unaudited) Purchaser and its advisors have been afforded the
      opportunity to ask questions of Sellers.  Neither such inquiries nor
      any other due diligence investigation conducted by Purchaser or any of its
      advisors or representatives shall modify, amend or affect Purchaser’s right to
      rely on Sellers’ representations and warranties contained in Section 3
      below.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     
      e.           Governmental
      Review.  Purchaser understands that no United States federal or
      state agency or any other government or governmental agency has passed upon
      or
      made any recommendation or endorsement of the Common Stock.

    


     
      f.           Transfer
      or Resale.  Purchaser understands that (i) the sale or resale of
      the Common Stock has not been and is not being registered under the 1933 Act
      or
      any applicable state securities laws, and the Common Stock may not be
      transferred unless (a) the Common Stock is sold pursuant to an effective
      registration statement under the 1933 Act, (b) the Common Stock is sold or
      transferred pursuant to an exemption from such registration, (c) the Common
      Stock is sold or transferred to an Affiliate of Purchaser who agrees to sell
      or
      otherwise transfer the Common Stock only in accordance with this Section 2(f)
      and who is an Accredited Investor or (d) (i) the Common Stock is sold pursuant
      to Rule 144, if such Rule is available, (ii) any sale of such Common Stock
      made
      in reliance on Rule 144 may be made only in accordance with the terms of said
      Rule and further, if said Rule is not applicable, any resale of such Common
      Stock under circumstances in which the seller (or the person through whom the
      sale is made) may be deemed to be an underwriter (as that term is defined in
      the
      1933 Act) may require compliance with some other exemption under the 1933 Act
      or
      the rules and regulations of the SEC thereunder and (iii) neither Sellers nor
      any other persons are under any obligation to comply with the terms and
      conditions of any exemption under the 1933 Act.

    


     
      g.           Authorization;
      Enforcement.  This Agreement has been duly and validly authorized
      by Purchaser.  This Agreement has been duly executed and delivered on
      behalf of Purchaser, and this Agreement constitutes a valid and binding
      agreement of Purchaser enforceable in accordance with its terms, except as
      such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of creditors’ rights and remedies or by
      other equitable principles of general application.

    


    3.           REPRESENTATIONS
      AND WARRANTIES OF SELLERS.  Each Seller represents and
      warrants to Purchaser that:

    


     
      a.           Authorization;
      Enforcement.  (i) Seller has all requisite corporate power and
      authority to enter into and perform this Agreement and to consummate the
      transactions contemplated hereby and to sell the Common Stock, in accordance
      with the terms hereof, (ii) the execution and delivery of this Agreement by
      Seller and the consummation by it of the transactions contemplated hereby
      (including without limitation, the sale of the Common Stock to Purchaser) have
      been duly authorized by Seller and no further consent or authorization of Seller
      or its members is required, (iii) this Agreement has been duly executed and
      delivered by Seller, and (iv) this Agreement constitutes a legal, valid and
      binding obligation of Seller enforceable against Seller in accordance with
      its
      terms, except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation or similar laws relating
      to,
      or affecting generally, the enforcement of creditors’ rights and remedies or by
      other equitable principles of general application

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     
      b.           Title.  Seller
      has good and marketable title to the Common Stock, free and clear of all liens,
      pledges and encumbrances of any kind.

    


     
      c.           No
      Conflicts.  The execution, delivery and performance of this
      Agreement by Seller and the consummation by Seller of the transactions
      contemplated hereby (including, without limitation, the sale of the Common
      Stock
      to Purchaser) will not (i) violate or conflict with, or result in a breach
      of
      any provision of, or constitute a default (or an event which with notice or
      lapse of time or both could become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation of, any
      agreement, note, bond, indenture or other instrument to which Seller is a party,
      or (ii) result in a violation of any law, rule, regulation, order, judgment
      or
      decree (including federal and state securities laws and regulations and
      regulations of any self-regulatory organizations to which Seller is subject)
      applicable to Seller or by which any property of the Company or the Common
      Stock
      are bound or affected.  Except as specifically contemplated by this
      Agreement and as required under the 1933 Act and any applicable federal and
      state securities laws, neither Seller nor the Company is required to obtain
      any
      consent, authorization or order of, or make any filing or registration with,
      any
      court, governmental agency, regulatory agency, self regulatory organization
      or
      stock market or any third party in order for it to execute, deliver or perform
      any of its obligations under this Agreement in accordance with the terms
      hereof.  Except for filings that may be required under applicable
      federal and state securities laws in connection with the issuance and sale
      of
      the Common Stock, all consents, authorizations, orders, filings and
      registrations which Seller is required to obtain pursuant to the preceding
      sentence have been obtained or effected on or prior to the date
      hereof.

    


     
      d.           No
      Brokers.  Seller has taken no action which would give rise to any
      claim by any person for brokerage commissions, finder’s fees or similar payments
      relating to this Agreement or the transactions contemplated hereby.

    


     
      f.           No Other
      Representations.   Except as specifically set forth herein,
      Seller makes no representations or warranties with respect to the Company,
      its
      financial status, earnings, assets, liabilities, corporate status or any other
      matter.

    


    4.           COVENANTS.

    


     
      a.           Best
      Efforts.  The parties shall use their commercially reasonable
      efforts to satisfy timely each of the conditions described in Section 5 and
      Section 6 of this Agreement.

    


     
      b.           Refraining
      from Sales.  Sellers shall not, and shall cause their Affiliates
      not to engage, directly or indirectly, in any sale, transfer or other
      disposition of Common Stock, whether restricted or otherwise, for a period
      of 60
      days following the Closing Date.

     

    5.           CONDITIONS
      TO SELLERS’ OBLIGATION TO SELL.  The
      obligation of Sellers hereunder to sell and deliver the Common Stock to
      Purchaser at the Closing is subject to the satisfaction, at or before the
      Closing Date of each of the following conditions thereto, provided that these
      conditions are for Sellers’ sole benefit and may be waived by Sellers at any
      time in their sole discretion:

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     
      a.           Purchaser
      shall have executed this Agreement and delivered the same to
      Sellers.

    


     
      b.           Purchaser
      shall have delivered the Purchase Price in accordance with Section 1(c)
      above.

    


     
      c.           The
      representations and warranties of Purchaser shall be true and correct in all
      material respects as of the date when made and as of the Closing Date as though
      made at that time (except for representations and warranties that speak as
      of a
      specific date), and Purchaser shall have performed, satisfied and complied
      in
      all material respects with the covenants, agreements and conditions required
      by
      this Agreement to be performed, satisfied or complied with by Purchaser at
      or
      prior to the Closing Date.

    


     
      d.           No
      litigation, statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or endorsed by or
      in
      any court or governmental authority of competent jurisdiction or any
      self-regulatory organization having authority over the matters contemplated
      hereby which prohibits the consummation of any of the transactions contemplated
      by this Agreement.

    


    6.           CONDITIONS
      TO PURCHASER’S OBLIGATION TO
      PURCHASE.  The obligation of Purchaser
      hereunder to purchase the Common Stock at the Closing is subject to the
      satisfaction, at or before the Closing Date of each of the following conditions,
      provided that these conditions are for Purchaser’s sole benefit and may be
      waived by Purchaser at any time in its sole discretion.

    


     
      a.           Sellers
      shall have executed this Agreement and delivered same to Purchaser.

     
      

     
      b.           Sellers
      shall deliver the Company’s duly executed counterpart of the letter agreement by
      and between Purchaser and the Company regarding the registration rights of
      the
      Common Stock.

    


     
      c.           Sellers
      shall have delivered to Purchaser the shares of Common Stock duly endorsed
      for
      transfer in accordance with Section 1(c) above.

    


     
      d.           The
      representations and warranties of each Seller shall be true and correct in
      all
      material respects as of the date when made and as of the Closing Date as though
      made at such time (except for representations and warranties that speak as
      of a
      specific date) and Sellers shall have performed, satisfied and complied in
      all
      material respects with the covenants, agreements and conditions required by
      this
      Agreement to be performed, satisfied or complied with by Sellers at or prior
      to
      the Closing Date.

    


     
      e.           No
      litigation, statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or endorsed by or
      in
      any court or governmental authority of competent jurisdiction or any
      self-regulatory organization having authority over the matters contemplated
      hereby which prohibits the consummation of any of the transactions contemplated
      by this Agreement.

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    7.           GOVERNING
      LAW; MISCELLANEOUS.

    


      a.           Governing
      Law; Jurisdiction.  THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY
      AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
      TO
      AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITH SUCH STATE, WITHOUT REGARD
      TO
      THE PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT
      TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN
      THE
      CITY OF NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS
      AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  BOTH PARTIES IRREVOCABLY
      WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT
      OR
      PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A
      PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
      SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
      PROCEEDING.  NOTHING HEREIN SHALL AFFECT ANY PARTY’S RIGHT TO SERVE
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  THE PARTIES AGREE THAT
      A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
      CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT
      OR IN ANY OTHER LAWFUL MANNER.  THE PARTIES HEREBY WAIVE A TRIAL BY
      JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
      HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN
      CONNECTION WITH THIS AGREEMENT.

    


     
      b.           Counterparts;
      Signatures by Electronic Delivery.  This Agreement may be executed
      in one or more counterparts, each of which shall be deemed an original but
      all
      of which shall constitute one and the same agreement and shall become effective
      when counterparts have been signed by each party and delivered to the other
      party.  This Agreement, once executed by a party, may be delivered to
      the other party hereto by facsimile or e-mail transmission of a copy of this
      Agreement bearing the signature of the party so delivering this
      Agreement.

    


     
      c.           Headings.  The
      headings of this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement.

    


     
      d.           Severability.  In
      the event that any provision of this Agreement is invalid or enforceable under
      any applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law.  Any provision
      hereof which may prove invalid or unenforceable under any law shall not affect
      the validity or enforceability of any other provision hereof.

    


     
      e.           Entire
      Agreement; Amendments.  This Agreement and the instruments
      referenced herein contain the entire understanding of the parties with respect
      to the matters covered herein and therein and, except as specifically set forth
      herein or therein, neither Sellers nor Purchaser makes any representation,
      warranty, covenant or undertaking with respect to such matters.  No
      provision of this Agreement may be waived or amended other than by an instrument
      in writing signed by the party to be charged with enforcement.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     
      f.           Notices.  Any
      notices required or permitted to be given under the terms of this Agreement
      shall be sent by certified or registered mail (return receipt requested) or
      delivered personally or by courier (including a recognized overnight delivery
      service) or by facsimile or by electronic mail and shall be effective five
      days
      after being placed in the mail, if mailed by regular United States mail, or
      upon
      receipt, if delivered personally or by courier (including a recognized overnight
      delivery service), facsimile or electronic mail, in each case addressed to
      a
      party.  The addresses for such communications shall be:

    


    
      	 	
              If
                to Sellers:

            
	 	 
	 	
              ADP
                Management

            
	 	
              1401
                North Highway 89

            
	 	
              Farmington,
                UT 84025

            
	 	
              Attn:
                David Derrick

            
	 	
              Tel:  801-451-5742

            
	 	
              Facsimile:

            
	 	
              E-mail:
                dderrick@connect2.com

            
	 	 
	 	
              If
                to Purchaser:

            
	 	
              VATAS
                Holding GmbH

            
	 	
              Friedrichstrasse
                95

            
	 	
              D-10117

            
	 	
              Berlin,
                Germany

            
	 	
              Attention:
                Lars Windhorst

            
	 	
              Facsimile:  +49
                0 30 206187 20

            
	 	
              E-mail:
                Lars.Windhorst@vatas.de

            
	 	 
	 	
              With
                a copy to:

            
	 	
              Morrison
                & Foerster MNP

            
	 	
              CityPoint

            
	 	
              One
                Ropemaker Street

            
	 	
              London

            
	 	
              EC2Y  9AW

            
	 	
              United
                Kingdom

            
	 	
              Attention:
                Kristian Wiggert

            
	 	
              Facsimile:
                +44 (0)20 7496 8500

            
	 	
              E-mail:  KWiggert@MoFo.com

            


    

    


    Each
      party shall provide notice to the other party of any change in
      address.

    


     
      g.           Successors
      and Assigns.  This Agreement shall be binding upon and inure to
      the benefit of the parties and their successors and assigns.  Sellers
      may not assign this Agreement or any rights or obligations hereunder without
      the
      prior written consent of Purchaser.  Purchaser may assign its rights
      hereunder to any person that purchases the Common Stock in a private transaction
      from Purchaser or to any of its Affiliates, without the consent of
      Sellers.  Purchaser may substitute an alternative party associated
      with Purchaser to act as the purchaser of the Common Stock pursuant to this
      Agreement.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     
      h.           Third
      Party Beneficiaries.  This Agreement is intended for the benefit
      of the parties hereto and their respective permitted successors and assigns,
      and
      is not for the benefit of, nor may any provision hereof be enforced by, any
      other person.

    


     
      i.           Further
      Assurances.  Each party shall do and perform, or cause to be done
      and performed, all such further acts and things, and shall execute and deliver
      all such other agreements, certificates, instruments and documents, as the
      other
      party may reasonably request in order to carry out the intent and accomplish
      the
      purposes of this Agreement and the consummation of the transactions contemplated
      hereby.

    


     
      j.           No Strict
      Construction.  The language used in this Agreement will be deemed
      to be the language chosen by the parties to express their mutual intent, and
      no
      rules of strict construction will be applied against any party.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, Purchaser and Sellers have caused this Securities
      Purchase Agreement to be duly executed as of the date first above
      written.

    


    


    ADP
      Management

    


    


    By:  
/s/
      David
      Derrick

    Name:     
      David Derrick

    Title:         Secretary
      / Treasurer

    


    


    David
      Derrick

    


    


    By:  /s/
      David Derrick

    


    


    James
      Dalton

    


    


    By:  /s/
      James Dalton

    


    


    


    


    


    VATAS
      Holding GmbH

    


    


    By:      /s/
      Peter Ogrisek

    Name:     
      Peter Ogrisek

    Title:         Managing
      Director

     

    


     

    


     

    


     

    


     

    


     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Schedule
      A

     

     

    


    
      	
              Shareholder

            	
              Contributed
                Amount of 

              Shares
                By
                Each Seller

            
	 	 
	
              Jim
                Dalton

            	
              2,477,000

            
	 	 
	
              David
                Derrick

            	
              2,523,000

            
	 	 
	
              ADP
                Management

            	
              1,000,000

            
	 	 
	
              Total

            	
              6,000,000