THIS AGREEMENT ("Agreement") is made on this 3rd day of April 2006 BETWEEN: On The Go Healthcare, Inc. a company duly constituted under the laws of the State of Delaware, and, having its head office at 85 Corstate Ave, Unit #1 Concord, Ontario, Canada...Consulting Agreement • April 5th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Ontario
Series "D"Common Stock Purchase Warrant • February 21st, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
Exhibit 4.30 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of January 16, 2007, by and between On The Go Healthcare, Inc., a corporation organized under the laws of State of Delaware, with its principal...Registration Rights Agreement • January 16th, 2007 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Massachusetts
Filing Date" means, subject to Section 2(a) below, with respect to (1) the Registration Statement which is required to be filed in connection with the shares of Common Stock issuable upon conversion of the Minimum Borrowing Note and the Term Note made...Registration Rights Agreement • January 30th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • New York
FORBEARANCE AGREEMENTForbearance Agreement • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • New York
THIS AGREEMENT ("Agreement") is made on this 12th day of July 2002 BETWEEN: On The Go Healthcare, Inc. a company duly constituted under the laws of the State of Delaware, and, having its head office at 85 Corstate Ave, Unit #1 Concord, Ontario, Canada...Licensing Agreement • July 24th, 2002 • On the Go Healthcare Inc • Wholesale-misc durable goods • Ontario
ON THE GO HEALTHCARE, INC. PLACEMENT AGENT AGREEMENT Dated as of: February 27, 2004. The undersigned, On The Go Healthcare, Inc., (the "COMPANY"), hereby agrees with Charleston Capital Securities, Inc. (the "PLACEMENTAGENT") and Dutchess Private...Placement Agent Agreement • February 27th, 2004 • On the Go Healthcare Inc • Plastics products, nec • Delaware
OFFER TO PURCHASE (Under The Bulk Sales Act) ON THE GO HEALTHCARE, INC., (as Purchaser) HEREBY AGREE TO AND WITH SOLUTIONS IN COMPUTING INC., (as Vendor) and with Bert Silva (as Indemnifier) to purchase all the assets and property set out and...Offer to Purchase • February 6th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Ontario
JOINDER AGREEMENTJoinder Agreement • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
MEMORANDUM OF AGREEMENT made in quintuplicate on the 10th day of January, 2006 A M O N G NORMAN DROLET and ETTORE NACCARATO (hereinafter collectively referred to as the "Vendor") OF THE FIRST PART - and - ON THE GO HEALTHCARE, INC., a corporation...Memorandum of Agreement • January 12th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Ontario
EXHIBIT 10.15 VITAL PRODUCTS, INC. TRUST AGREEMENT On this 27th day of May, 2005 (the "Effective Date"), Vital Products, Inc. (as Grantor) hereby transfers, conveys and assigns to Amy Trombly (as the "Trustee") the shares of common stock of Vital...Trust Agreement • October 30th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Massachusetts
BINDING AGREEMENTAsset Purchase Agreement • March 27th, 2008 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Florida
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Ontario
ASSET SALE AGREEMENTAsset Sale Agreement • July 5th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Delaware
MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date: July 14, 2005 To Whom It May Concern: 1. Defined Terms: Any...Master Security Agreement • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Ontario
EXHIBIT 4.1 LOCKUP AGREEMENT This LOCKUP AGREEMENT is made as of the 31st day of July, 2005, by Stuart Turk (the "Holder"), in connection with his ownership of shares of common stock of On the Go Healthcare, Inc. (the "Company"). NOW, THEREFORE, for...Lockup Agreement • August 22nd, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 14th day of July, 2005 among ON THE GO HEALTHCARE, INC., a Delaware corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow...Funds Escrow Agreement • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • New York
BACKGROUNDShare Pledge Agreement • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE...Secured Convertible Term Note • January 30th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
Agreement of Purchase and Sale To:Compuquest Inc. ("Compuquest") Dated:October 21, 2003 WHEREAS: 1. Compuquest carries on a computer reseller business (the "Business") out of premises located at 60 Yonge Street, # 1001, Toronto, Ontario,.M5E 1H5 2....Purchase and Sale Agreement • October 22nd, 2003 • On the Go Healthcare Inc • Wholesale-misc durable goods
1.2 Contract Rate Payments. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the...Secured Convertible Note • January 30th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
EXHIBIT 10.15 [ON THE GO LETTERHEAD] On the Go Healthcare, Inc. 85 Corstate Avenue, Unit 1 Concord, Ontario Canada L4K 4Y2 March 9, 2007 Douglas Leighton Dutchess Private Equities Fund, Ltd. 50 Commonwealth Avenue, Suite 2 Boston, MA 02116 Subject:...Side Letter Agreement • March 20th, 2007 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE...Secured Revolving Note • January 30th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
MEMORANDUM OF AGREEMENT made as of the 19th day of July, 2005 A M O N G ELAINE ABATE, JOHN ABATE AND GERHARD SCHMID (hereinafter referred to collectively as the "Vendors") OF THE FIRST PART FRANK ABATE (hereinafter referred to as the "Principal") OF...Memorandum of Agreement • July 22nd, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Ontario
INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 17, 2003 by and between On The Go Healthcare, Inc, a Delaware corporation (the "COMPANY"), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership (the...Investment Agreement • February 17th, 2004 • On the Go Healthcare Inc • Plastics products, nec • Massachusetts
C O N S U L T I N G A G R E E M E N T AGREEMENT made as of the 1st day of March, 2003 by and between On The Go Healthcare, Inc., maintaining its principal offices at 85 Corstate Ave, Unit 1, Concord, Ontario, CN L4K 4Y2 (hereinafter referred to as...Consulting Agreement • April 30th, 2003 • On the Go Healthcare Inc • Wholesale-misc durable goods • Massachusetts
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 27, 2004, by and between On The Go Healthcare, Inc. a company organized under the laws of State of Delaware, with its principal executive office at 85...Registration Rights Agreement • February 27th, 2004 • On the Go Healthcare Inc • Plastics products, nec • Massachusetts
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR...Warrant Agreement • November 19th, 2004 • On the Go Healthcare Inc • Plastics products, nec • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 21, 2003, by and between On The Go Healthcare, Inc. a company organized under the laws of State of Delaware, with its principal executive office at 85...Registration Rights Agreement • July 22nd, 2003 • On the Go Healthcare Inc • Wholesale-misc durable goods • Massachusetts
C O N S U L T I N G A G R E E M E N T AGREEMENT made as of the 11th day of March, 2004 by and between On The Go Healthcare, Inc., maintaining its principal offices at 85 Corstate Ave, Unit 1, Concord, Ontario, CN L4K 4Y2 (hereinafter referred to as...Consulting Agreement • June 17th, 2004 • On the Go Healthcare Inc • Plastics products, nec • Ontario
INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 27, 2003 by and between On The Go Healthcare, Inc, a Delaware corporation (the "COMPANY"), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership (the...Investment Agreement • February 27th, 2004 • On the Go Healthcare Inc • Plastics products, nec • Massachusetts
AMENDED AND RESTATED SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. And ON THE GO HEALTHCARE, INC.Security and Purchase Agreement • January 30th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • New York
Exhibit 10.14 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 16, 2007 by and between On The Go Healthcare, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, Ltd, a Cayman Islands...Investment Agreement • January 16th, 2007 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Massachusetts
C O N S U L T I N G A G R E E M E N T AGREEMENT made as of the 15th day of June, 2004 by and between On The Go Healthcare, Inc., maintaining its principal offices at 85 Corstate Ave, Unit 1, Concord, Ontario, CN L4K 4Y2 (hereinafter referred to as...Consulting Agreement • June 17th, 2004 • On the Go Healthcare Inc • Plastics products, nec • Ontario
EXHIBIT 10.1 AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS FTS Group, Inc., a Nevada corporation (hereinafter called the "Buyer"), and Metro One Development, Inc., formerly On The Go Healthcare, Inc., (hereinafter called the "Seller") or their registered...Amendment No. 1 to Transaction Documents • June 16th, 2008 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Florida
