EXHIBIT 4.1
LOCKUP AGREEMENT
This LOCKUP AGREEMENT is made as of the 31st day of July, 2005, by
Xxxxxx Xxxx (the "Holder"), in connection with his ownership of shares
of common stock of On the Go Healthcare, Inc. (the "Company").
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which consideration are hereby acknowledged, Holder
agrees as follows:
1. Background. As of July 31, 2005, Holder is the beneficial
owner of or entitled to receive 27,930,067 shares of the
common stock of the Company ("Common Stock").
2. Share Restriction. Holder hereby agrees that for one year
from the date of this Agreement, Holder will not sell or
otherwise dispose of any shares of Common Stock or any
options, warrants or other rights to purchase shares of
Common Stock or any other equity security of the Company
which Holder owns or has a right to acquire as of the
date hereof, other than in connection with an offer made
to all shareholders of the Company or any merger,
consolidation or similar transaction involving the Company.
Holder further agrees that from July 31, 2006 through July 31, 2007,
Holder will not sell or otherwise dispose of 22,930,067 shares of
Common Stock or any options, warrants or other rights to purchase
shares of Common Stock or any other equity security of the Company
which Holder owns or has a right to acquire as of the date hereof,
other than in connection with an offer made to all shareholders of
the Company or any merger, consolidation or similar transaction
involving the Company.
Holder further agrees that the Company is authorized to and the Company
agrees to place "stop orders" on its books to prevent any transfer of
shares of Common Stock or other equity securities of the Company held
by Holder in violation of this Agreement.
3. Miscellaneous.
a. The Holder warrants that the signatory to this
Agreement has the power to bind the Holder.
b. This Agreement contains the entire agreement of the
Holder with respect to the subject matter hereof.
c. This Agreement shall be binding upon Holder, its
legal representatives, successors and assigns.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder
has executed this Agreement as of the day and year first above written.
HOLDER:
Xxxxxx Xxxx
/s/ Xxxxxx Xxxx
-----------------------------
(Signature of Holder)
COMPANY:
On The Go Healthcare, Inc.
/s/ Xxxxx Xxxxx
By:---------------------------
Xxxxx Xxxxx
Its: Director
