remotemdxsb2ex10-29.htm


    
      

      

    

    Exhibit
      10.29

    

      VATAS
        Holding GmbH

      Friedrichstrasse
        95

      D-10117

      Berlin,
        Germany

       

      As
        of
        July 5, 2007

       

      RemoteMDx,
        Inc.

      150
        West
        Civic Center Drive

      Suite
        400

      Sandy,
        Utah 84070

      United
        States

      Attention:
        Michael Acton

       

      Dear
        Mr.
        Acton:

       

      This
        letter agreement relates to the U.S. $7,800,000 investment made by VATAS
        Holding
        GmbH, a German limited liability company (“VATAS”), and any
        associated investors named by VATAS (collectively, the
“Investors”) as of the date hereof in common stock of
        RemoteMDx, Inc., a Utah corporation  (the “Company”)
        pursuant to the Securities Purchase Agreement (the
“Agreement”), dated July 5, 2007, by and between the Investors
        and David Derrick, James Dalton and ADP Management Inc. (collectively, the
        “Sellers”), whereby the Investors purchased 6,000,000 shares of
        Common Stock, par value $.0001 of the Company (the “Purchased
        Securities”) from the Sellers.

       

      As
        an
        inducement for the Investors to further invest in and enlarge their commitment
        to the Company, and in connection with the Investors entering into the Agreement
        with the Sellers, from which the benefit of having a concentrated, active
        and
        supportive investor base will accrue to the Company, we hereby agree to the
        following terms with respect to the Purchased Securities (capitalized terms
        not
        otherwise defined herein shall have the meanings ascribed to such terms in
        the
        Agreement):

       

      1.          Registration
        Rights.  The Company agrees that, not later than thirty (30) days
        after the execution of the Agreement (the “Filing Deadline”),
        the Company will file with the United States Securities and Exchange Commission
        (the “SEC”), on Form SB-2 or such other form as is available to
        the Company, a registration statement (the “Registration
        Statement”) with respect to all of the Purchased Shares, to register
        the resale by the Investors of the Purchased Shares.  The Company
        shall use its commercially reasonable efforts to cause the Registration
        Statement to become effective within thirty (30) days after the date of the
        initial filing of the Registration Statement, and in any event as promptly
        as
        possible after such initial filing date.  If the SEC provides comments
        to the Registration Statement, the Company will respond to such comments
        within
        the shortest time reasonably possible, and in any event within ten (10) business
        days of receipt of such comments.  The Company will use its
        commercially reasonable efforts to cause the Registration Statement to be
        continuously effective under the United States Securities Act of 1933, as
        amended (the “Securities Act”) until the earliest of: (i) when
        all such Purchased Shares are sold by the Investors; and (ii) when all of
        the
        Purchased Shares become eligible for resale under Rule 144(k) (or any successor
        provision then in force) under the Securities Act (the “Effectiveness
        Period”).  The Registration Statement, when declared
        effective (including the documents incorporated therein by reference), will
        comply as to form with all applicable requirements of the Securities Act
        and the
        Securities Exchange Act of 1934, as amended (the “Exchange
        Act”) and will not contain an untrue statement of a material fact or
        omit to state a material fact required to be stated therein or necessary
        to make
        the statements therein not misleading.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      2.          Failure
        to File.  The parties hereby agree that in the event that (a) the
        Company does not file the Registration Statement by the Filing Deadline,
        (b) the
        Company does not respond to any SEC comments within ten (10) days of receipt
        thereof or (c) the Registration Statement is not declared effective within
        one
        hundred (100) days of the initial filing date of the Registration Statement,
        the
        Company shall issue to the Investors, as liquidated damages and not as a
        penalty, an additional number of shares equal to five percent (5%) of the
        aggregate number of Purchased Shares purchased by such Investor pursuant
        to the
        Agreement.  The parties further agree that for the thirty- (30-) day
        period which begins on the thirty-first (31st) day following the Filing
        Deadline, and for each successive thirty- (30-) day period, during which
        the
        Company has not filed the Registration Statement, the Company shall issue
        to the
        Investors, as liquidated damages and not as a penalty, an additional number
        of
        shares equal to five percent (5%) of the aggregate number of Purchased Shares
        purchased by such Investor pursuant to the Agreement. The Company shall include
        all such shares issued to the Investors as liquidated damages pursuant to
        this
        Section 2 for registration under the Securities Act in the Registration
        Statement on the same terms as specified in Section 1 of this
        Agreement.

       

      3.          Failure
        to keep Registration Statement Effective.  If the Registration
        Statement is filed and declared effective but, during the Effectiveness Period,
        shall thereafter cease to be effective or fail to be usable for its intended
        purpose, and such suspension shall not be lifted or failure shall not be
        remedied within sixty (60) business days, by the filing of a post-effective
        amendment to the Registration Statement or otherwise, then, on the sixty-first
        (61st) day thereafter and for each successive thirty- (30-) day period
        thereafter until such suspension is lifted or such failure is remedied, the
        Company shall pay to the Investors, in immediately available funds, as
        liquidated damages and not as a penalty, an amount equal to five percent
        (5%) of
        the amount of the Purchase Price pursuant to the Agreement paid by such
        Investors corresponding to the number of shares held by such Investor at
        the
        time that the Registration Statement ceases to be effective or fails to be
        usable for its intended purpose.  For example, assume that a
        hypothetical Investor pays an aggregate purchase price of $130,000, and
        purchases 100,000 shares, and then sells 50,000 of those shares.  If
        the Registration Statement then ceases to be effective as set forth above,
        the
        amount of liquidated damages will be five percent (5%) of $65,000 (the purchase
        price relating to the remaining 50,000 shares held by the Investor), or $3,250
        (65,000 x 0.05 = 3,250).

       

      4.          Participation
        in Future Offerings.  If at any time within two years from the
        date of the Agreement, the Company proposes to file (i) a prospectus supplement
        to an effective shelf registration statement, including the Registration
        Statement, or (ii) any other registration statement in an underwritten offering
        for its own account, then, as soon as practicable, the Company shall give
        notice
        of such proposed offering or filing to the Investors and such notice shall
        offer
        such Investor the opportunity to include in such underwritten offering or
        other
        registration statement such number of Purchased Shares as such Investor may
        request in writing.

       

      5.          Expenses.
        The Company will pay all costs, fees and expenses incurred in connection
        with
        the Company’s compliance under this letter to effect the registration of the
        Purchased Shares, including, without limitation, in connection with the
        preparation, filing and maintenance of the Registration Statement.

       

      6.          Entire
        Agreement.  This letter agreement contain the entire agreement of
        the parties with respect to the subject matter hereof and supersede all other
        prior agreements and undertakings with respect to the subject matter
        hereof.

       

      7.          Assignment.  The
        foregoing terms are exclusively for the benefit of the Investors with respect
        to
        the Purchased Shares.  Accordingly, such terms shall not, directly or
        indirectly, be transferable or assignable to or for the benefit of any other
        person without the prior written consent of the Company.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      8.          Confidentiality.
        The Investors hereby agrees to maintain the confidentiality of this letter
        agreement and the terms and, except as required by law, not to disclose this
        letter agreement or the terms to any other person (other than its professional
        advisers and the Sellers in connection with the transactions contemplated
        by
        this letter agreement and the Agreement) without the prior written consent
        of
        the Company.

       

      9.          Governing
        Law.  THIS LETTER AGREEMENT, AND ANY CLAIM, ISSUE OR DISPUTE
        ARISING OUT OF THIS LETTER AGREEMENT (WHETHER OR NOT SUCH CLAIM, ISSUE OR
        DISPUTE IS CONTRACTUAL IN NATURE), WILL BE GOVERNED BY AND CONSTRUED IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING ANY OTHERWISE
        APPLICABLE CONFLICTS OF LAW PRINCIPLES.

       

      10.          Waiver,
        Modification and Amendment.  Any amendment, waiver, discharge or
        termination of this letter agreement may be effected only by a written
        instrument signed by the parties hereto.

       

      11.          Section
        Headings and References.  The section headings are for the
        convenience of the parties and in no way alter, modify, amend, limit r restrict
        the contractual obligations of the parties.

       

      12.          Counterparts.  This
        letter agreement may be signed in any number of counterparts, each of which
        shall be deemed to be an original hereof.  This letter agreement may
        be executed by facsimile signatures.

       

       

       

       

       

       

       

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      Kindly
        confirm receipt of this letter
        agreement and its terms by countersigning a copy of this letter in the space
        provided below and returning it to VATAS by facsimile at your earliest
        convenience.

       

      
        	 	
                VATAS
                  HOLDING GMBH

              
	 	 
	 	
                By:

              	
                VATAS
                  Holding GmbH

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Peter
                  Ogrisek                   
                  

              
	 	
                 

              	
                
                  Name: 
                    Peter Ogrisek

                

              
	 	
                 

              	
                
                  Title:    
                    Managing Director

                

              


      

      


       

      


       

      Accepted
        and agreed this 6th day of July, 2007

       

      REMOTEMDX,
        INC.

       

      By:   /s/  Michael
        G. Acton

      Name:  Michael
        G. Acton

      Title:
         CFO