SHARE PLEDGE AGREEMENT
This Share Pledge Agreement (this "Agreement"), dated as of July 14, 2005,
among Laurus Master Fund, Ltd. (the "Pledgee"), and On The Go Healthcare,
Inc., a Delaware corporation (the "Company" or the "Pledgor").
BACKGROUND
The Company has entered into a Security and Purchase Agreement, dated as of
July 14, 2005 (as amended, modified, restated or supplemented from time to
time, the "Security Agreement"), pursuant to which the Pledgee provides or
will provide certain financial accommodations to the Company.
In order to induce the Pledgee to provide or continue to provide the financial
accommodations described in the Security Agreement, the Pledgor has agreed to
pledge and grant a security interest in the collateral described herein to the
Pledgee on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. Defined Terms. All capitalized terms used herein which are not defined
shall have the meanings given to them in the Security Agreement.
2. Pledge and Grant of Security Interest. To secure the full and punctual
payment and performance of (the following clauses (a) and (b),
collectively, the "Indebtedness") (a) the obligations under the Security
Agreement and the Ancillary Agreements referred to in the Security
Agreement (the Security Agreement and the Ancillary Agreements, as each
may be amended, restated, modified and/or supplemented from time to time,
collectively, the "Documents") and (b) all other indebtedness,
obligations and liabilities of the Pledgor to the Pledgee whether now
existing or hereafter arising, direct or indirect, liquidated or
unliquidated, absolute or contingent, due or not due and whether under,
pursuant to or evidenced by a note, agreement, guaranty, instrument or
otherwise (in each case, irrespective of the genuineness, validity,
regularity or enforceability of such Indebtedness, or of any instrument
evidencing any of the Indebtedness or of any collateral therefor or of
the existence or extent of such collateral, and irrespective of the
allowability, allowance or disallowance of any or all of such in any case
commenced by or against the Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code,
the Bankruptcy and Insolvency Act (Canada) (the "BIA") and the Companies'
Creditors Arrangement Act (the "CCAA") including, without limitation,
obligations or indebtedness of the Pledgor for post-petition interest,
fees, costs and charges that would have accrued or been added to the
Indebtedness but for the commencement of such case), the Pledgor hereby
pledges, assigns, hypothecates, transfers and grants a security interest
to Pledgee in all of the following (the "Collateral"):
(a) The shares set forth on Schedule A annexed hereto and expressly
made a part hereof (together with any additional shares or other
equity interests acquired by the Pledgor, the "Pledged Shares"),
the certificates representing the Pledged Shares and all
dividends, cash, instruments and other property or proceeds from
time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Pledged Shares;
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(b) all additional shares of any issuer (each, an "Issuer") of the
Pledged Shares from time to time acquired by the Pledgor in any
manner, including, without limitation, dividends or a distribution
in connection with any increase or reduction of capital,
reclassification, merger, amalgamation, consolidation, sale of
assets, combination of shares, stock split, spin-off or split-off
(which shares shall be deemed to be part of the Collateral), and
the certificates representing such additional shares, and all
dividends, cash, instruments and other property or proceeds from
time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares; and
(c) all options and rights granted by any Issuer, whether as an
addition to, in substitution of or in exchange for any Pledged
Shares and all dividends, cash, instruments and other property
or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all such
options and rights.
3. Delivery of Collateral. All certificates representing or evidencing the
Pledged Shares shall be delivered to and held by or on behalf of Pledgee
pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory
to Pledgee. The Pledgor hereby authorizes the Issuer upon demand by the
Pledgee to deliver any certificates, instruments or other distributions
issued in connection with the Collateral directly to the Pledgee, in each
case to be held by the Pledgee, subject to the terms hereof. Upon an
Event of Default (as defined below) under the Note that has occurred and
is continuing beyond any applicable grace period, the Pledgee shall have
the right, during such time in its discretion and without notice to the
Pledgor, to transfer to or to register in the name of the Pledgee or any
of its nominees any or all of the Pledged Shares. In addition, the Pledgee
shall have the right at such time to exchange certificates or instruments
representing or evidencing Pledged Shares for certificates or instruments
of smaller or larger denominations.
4. Representations and Warranties of each Pledgor. The Pledgor represents
and warrants to the Pledgee (which representations and warranties shall be
deemed to continue to be made until all of the Indebtedness has been paid
in full and each Document and each agreement and instrument entered into
in connection therewith has been irrevocably terminated) that
(a) the execution, delivery and performance by the Pledgor of this
Agreement and the pledge of the Collateral hereunder do not and
will not result in any violation of any agreement, indenture,
instrument, license, judgment, decree, order, law, statute,
ordinance or other governmental rule or regulation applicable to
the Pledgor;
(b) this Agreement constitutes the legal, valid, and binding obligation
of the Pledgor enforceable against the Pledgor in accordance with
its terms;
(c) (i) all Pledged Shares owned by the Pledgor are set forth on
Schedule A hereto and (ii) the Pledgor is the direct and beneficial
owner of all of the Pledged Shares;
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(d) all of the Pledged Shares have been duly authorized, validly issued
and are fully paid and nonassessable;
(e) no consent or approval of any person (including any Issuer),
corporation, governmental body, regulatory authority or other
entity which has not been given, is or will be necessary for (i)
the execution, delivery and performance of this Agreement, (ii)
the exercise by the Pledgee of any rights with respect to the
Collateral or (iii) the pledge and assignment of, and the grant
of a security interest in, the Collateral hereunder;
(f) there are no pending or, to the best of Pledgor's knowledge,
threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely
affect the Collateral;
(g) the Pledgor has the requisite power and authority to enter into
this Agreement and to pledge and assign the Collateral to the
Pledgee in accordance with the terms of this Agreement;
(h) the Pledgor owns the Collateral set out in Schedule A hereto and,
except for Permitted Liens and the pledge and security interest
granted to Pledgee hereunder, the Collateral shall be, immediately
following the closing of the transactions contemplated by the
Documents, free and clear of any other security interest, pledge,
claim, lien, charge, hypothecation, assignment, offset or
encumbrance whatsoever (collectively, "Liens");
(i) other than restrictions generally applicable under the US
Securities Act (as defined below) or the Securities Act (Ontario),
there are no restrictions on transfer of the Pledged Shares
contained in the certificate of incorporation or by-laws (or
equivalent organizational documents) of the Issuer or otherwise
which have not otherwise been enforceably and legally complied
with or waived as the case may be, by the necessary parties;
(j) none of the Pledged Shares have been issued or transferred in
violation of the securities registration, securities disclosure
or similar laws of any jurisdiction to which such issuance or
transfer may be subject;
(k) the pledge and assignment of the Collateral and the grant of a
security interest under this Agreement vest in the Pledgee all
rights of the Pledgor in the Collateral as contemplated by this
Agreement; and
(l) except as set forth on Schedule A hereto, the Pledged Shares
constitute one hundred percent (100%) of the issued and
outstanding shares of each Issuer.
5. Covenants. The Pledgor covenants that, until the Indebtedness shall be
satisfied in full and each Document and each agreement and instrument
entered into in connection therewith is irrevocably terminated:
(a) The Pledgor will not sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest
therein; nor will the Pledgor create, incur or permit to exist any
Lien whatsoever with respect to any of the Collateral or the
proceeds thereof other than that created hereby and Permitted
Liens.
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(b) The Pledgor will, at its expense, defend Pledgee's right, title
and security interest in and to the Collateral against the
claims of any other party.
(c) The Pledgor shall at any time, and from time to time, upon the
written request of Pledgee, execute and deliver such further
documents and do such further acts and things as Pledgee may
reasonably request in order to effect the purposes of this
Agreement including, but without limitation, delivering to
Pledgee upon the occurrence of an Event of Default irrevocable
proxies in respect of the Collateral in form satisfactory to
Pledgee. Until receipt thereof, upon an Event of Default that
has occurred and is continuing beyond any applicable grace
period, this Agreement shall constitute Pledgor's proxy to
Pledgee or its nominee to vote all shares of Collateral then
registered in each Pledgor's name.
(d) The Pledgor will not consent to or approve the issuance of
(i) any additional shares of any class of shares or other
equity interests of any Issuer; or (ii) any securities
convertible either voluntarily by the holder thereof or
automatically upon the occurrence or nonoccurrence of any
event or condition into, or any securities exchangeable for,
any such shares, unless, in either case, such shares are
pledged as Collateral pursuant to this Agreement.
6. Voting Rights and Dividends. Until the occurrence of an Event of
Default which is continuing and has not been waived: i) the Pledgor may
exercise all rights to vote and to exercise all rights of conversion
or retraction or other similar rights with respect to any Collateral;
provided that no such exercise, in the opinion of the Pledgee, will
have an adverse effect on the value of Collateral and all expenses of
the Pledgee in connection therewith have been paid in full and provided
further that, upon the exercise of the conversion or retraction right,
the additional Collateral resulting therefrom shall be paid or delivered
to the Pledgee; (ii) the Pledgor shall be entitled to receive all
dividends (whether paid or distributed in cash, securities or other
property) and interest declared and paid or distributed in respect of
the Collateral, and such dividends and interest shall cease to be subject
to the security interest if paid or distributed to the Pledgor prior to
the occurrence of an Event of Default but not otherwise; and (iii) the
Collateral will remain registered in the name of the Pledgor and will not
be transferred into the name of the Pledgee or its nominee. In addition
to the Pledgee's rights and remedies set forth in Section 9 hereof, in
case an Event of Default shall have occurred and be continuing, beyond
any applicable cure period, the Pledgee shall (i) be entitled to vote the
Collateral, (ii) be entitled to give consents, waivers and ratifications
in respect of the Collateral (the Pledgor hereby irrevocably constituting
and appointing the Pledgee, with full power of substitution, the proxy
and attorney-in-fact of the Pledgor for such purposes) and (iii) be
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entitled to collect and receive for its own use cash dividends paid on
the Collateral. The Pledgor shall not be permitted to exercise or refrain
from exercising any voting rights or other powers if, in the reasonable
judgment of the Pledgee, such action would have a material adverse effect
on the value of the Collateral or any part thereof; and, provided,
further, that the Pledgor shall give at least five (5) days' written
notice of the manner in which the Pledgor intends to exercise, or the
reasons for refraining from exercising, any voting rights or other powers
other than with respect to any election of directors and voting with
respect to any incidental matters. Following the occurrence of an
Event of Default, all dividends and all other distributions in respect
of any of the Collateral, shall be delivered to the Pledgee to hold as
Collateral and shall, if received by the Pledgor, be received in trust
for the benefit of the Pledgee, be segregated from the other property or
funds of the Pledgor, and be forthwith delivered to the Pledgee as
Collateral in the same form as so received (with any necessary
endorsement).
7. Attachment. The Pledgor acknowledges and agrees that: (i) value has been
given, or will be given upon the making of payment under the Security
Agreement by Laurus; (ii) the Pledgor has rights in the Collateral;
and (iii) Pledgor and Laurus have not agreed to postpone the time for
attachment of the security interest granted hereunder which shall
attach upon the execution of this Agreement and, in the case of
Collateral acquired after the date hereof, when the Pledgor has rights
therein.
8. Event of Default. An Event of Default shall be deemed to have occurred
and may be declared by the Pledgee upon the occurrence of an "Event of
Default" under and as defined in the Security Agreement which shall have
occurred and be continuing beyond any applicable cure period.
9. Remedies. In case an Event of Default shall have occurred and be declared
by the Pledgee, the Pledgee may:
(a) Transfer any or all of the Collateral into its name, or into the
name of its nominee or nominees;
(b) Exercise all corporate rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining
to any shares of the Collateral as if it were the absolute owner
thereof, including, but without limitation, the right to exchange,
at its discretion, any or all of the Collateral upon the merger,
consolidation, amalgamation, reorganization, recapitalization or
other readjustment of the Issuer thereof, or upon the exercise by
the Issuer of any right, privilege or option pertaining to any of
the Collateral, and, in connection therewith, to deposit and
deliver any and all of the Collateral with any committee,
depository, transfer agent, registrar or other designated agent
upon such terms and conditions as it may determine, all without
liability except to account for property actually received by
it; and
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(c) Subject to any requirement of applicable law including for greater
certainty, the Personal Property Security Act (Ontario) (as
amended from time to time, which Act, including amendments
thereto and any Act substituted therefore and amendments thereto
is herein referred to as the "PPSA"), sell, assign and deliver
the whole or, from time to time, any part of the Collateral at
the time held by the Pledgee, at any private sale or at public
auction, with or without demand, advertisement or notice of the
time or place of sale or adjournment thereof or otherwise (all of
which are hereby waived, except such notice as is required by
applicable law and cannot be waived), for cash or credit or for
other property for immediate or future delivery, and for such
price or prices and on such terms as the Pledgee in its sole
discretion may determine, or as may be required by applicable law.
The Pledgor hereby waives and releases any and all right or equity of
redemption, after sale hereunder. At any such sale, unless prohibited
by applicable law, the Pledgee may bid for and purchase the whole or
any part of the Collateral so sold free from any such right or equity
of redemption. All moneys received by the Pledgee hereunder whether
upon sale of the Collateral or any part thereof or otherwise shall be
held by the Pledgee and applied by it as provided in Section 11 hereof.
No failure or delay on the part of the Pledgee in exercising any
rights hereunder shall operate as a waiver of any such rights nor
shall any single or partial exercise of any such rights preclude
any other or future exercise thereof or the exercise of any other
rights hereunder. Subject to the PPSA the Pledgee shall have no
duty as to the collection or protection of the Collateral or any
income thereon nor any duty as to preservation of any rights
pertaining thereto, except to apply the funds in accordance with
the requirements of Section 11 hereof. The Pledgee may exercise
its rights with respect to property held hereunder without resort
to other security for or sources of reimbursement for the
Indebtedness. In addition to the foregoing, to the extent
applicable, Pledgee shall have all of the rights, remedies and
privileges of a secured party under the Uniform Commercial Code
of New York (the "UCC") PPSA regardless of the jurisdiction in
which enforcement hereof is sought.
10. Private Sale. The Pledgor recognizes that the Pledgee may be unable
to effect (or to do so only after delay which would adversely affect the
value that might be realized from the Collateral) a public sale of all
or part of the Collateral by reason of certain prohibitions contained
in the Securities Act of 1933 (the "US Securities Act"), Blue Sky laws
or the Securities Act (Ontario), and may be compelled to resort to one
or more private sales to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire such Collateral for
their own account, for investment and not with a view to the
distribution or resale thereof. The Pledgor agrees that any such
private sale may be at prices and on terms less favorable to the
seller than if sold at public sales and that such private sales
shall be deemed to have been made in a commercially reasonable
manner. The Pledgor agrees that the Pledgee has no obligation to
delay sale of any Collateral for the period of time necessary to
permit the Issuer to register the Collateral for public sale under
the US Securities Act or the Securities Act (Ontario). However, if
the Pledgee wilfully violates the Securities laws of the US or
Canada, the Pledgor shall not be required to indemnify or defend
any resulting actions.
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11. Proceeds of Sale. Subject to applicable law, the proceeds of any
collection, recovery, receipt, appropriation, realization or sale of
the Collateral shall be applied by the Pledgee as follows:
(a) First, to the payment of all costs, reasonable expenses and
charges of the Pledgee and to the reimbursement of the Pledgee
for the prior payment of such costs, reasonable expenses and
charges incurred in connection with the care and safekeeping of
the Collateral (including, without limitation, the reasonable
expenses of any sale or any other disposition of any of the
Collateral), the expenses of any taking, reasonable legal
fees and reasonable expenses, court costs, any other fees or
expenses incurred or expenditures or advances made by Pledgee
in the protection, enforcement or exercise of its rights,
powers or remedies hereunder;
(b) Second, to the payment of the Indebtedness, in whole or in
part, in such order as the Pledgee may elect, whether or not
such Indebtedness is then due;
(c) Third, to the extent applicable, to such persons, firms,
corporations or other entities as required by applicable law
including, without limitation, Section 9-504(1)(c) of the UCC
and 64(1) of the PPSA; and
(d) Fourth, to the extent of any surplus to the Pledgor or as a
court of competent jurisdiction may direct.
In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the
Indebtedness, the Pledgor shall be liable for the deficiency plus
the reasonable costs and fees of any lawyers employed by Pledgee to
collect such deficiency.
12. Waiver of Marshaling. The Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.
13. No Waiver. Any and all of the Pledgee's rights with respect to the Liens
granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof,
notwithstanding (a) the bankruptcy, insolvency or reorganization of
the Pledgor, (b) the release or substitution of any item of the Collateral
at any time, or of any rights or interests therein, or (c) any delay,
extension of time, renewal, compromise or other indulgence granted by
the Pledgee in reference to any of the Indebtedness. The Pledgor
hereby waives all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby
consents to be bound hereby as fully and effectively as if the Pledgor
had expressly agreed thereto in advance. No delay or extension of time
by the Pledgee in exercising any power of sale, option or other right
or remedy hereunder, and no failure by the Pledgee to give notice or
make demand, shall constitute a waiver thereof, or limit, impair or
prejudice the Pledgee's right to take any action against the Pledgor
or to exercise any other power of sale, option or any other right or
remedy.
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14. Expenses. The Collateral shall secure, and the Pledgor shall pay to
Pledgee on demand, from time to time, all reasonable costs and expenses,
(including but not limited to, reasonable legal fees and costs, taxes, and
all transfer, recording, filing and other charges) of, or incidental to,
the custody, care, transfer, administration of the Collateral or any
other collateral, or in any way relating to the enforcement, protection
or preservation of the rights or remedies of the Pledgee under this
Agreement or with respect to any of the Indebtedness. However, if the
Pledgee wilfully violates the Securities laws of the US or Canada, the
Pledgor shall not be required to indemnify or defend any resulting
actions.
15. The Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee.
Upon the occurrence of an Event of Default, the Pledgor hereby irrevocably
constitutes and appoints the Pledgee as such Pledgor's true and lawful
attorney-in-fact, with full power of substitution, to execute,
acknowledge and deliver any instruments and to do in such Pledgor's
name, place and stead, all such acts, things and deeds for and on behalf
of and in the name of the Pledgor, which the Pledgor could or might do or
which the Pledgee may deem necessary, desirable or convenient to
accomplish the purposes of this Agreement, including, without limitation,
to execute such instruments of assignment or transfer or orders and to
register, convey or otherwise transfer title to the Collateral into the
Pledgee's name. The Pledgor hereby ratifies and confirms all that said
attorney-in-fact may so do and hereby declares this power of attorney to
be coupled with an interest and irrevocable. If the Pledgor fails to
perform any agreement herein contained, the Pledgee may itself perform or
cause performance thereof, and any costs and expenses of the Pledgee
incurred in connection therewith shall be paid by the Pledgor as
provided in Section 11 hereof.
16. Waivers. THE PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED BY
A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST
COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT,
OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT,
TORT, OR OTHERWISE BETWEEN LAURUS, AND/OR ANY COMPANY ARISING OUT OF,
CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEN IN CONNECTION WITH THIS AGREEMENT, ANY OTHER DOCUMENT OR
THE TRANSACTIONS RELATED HERETO OR THERETO.
17. Recapture. Notwithstanding anything to the contrary in this Agreement,
if the Pledgee receives any payment or payments on account of the
Indebtedness, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver, interim
receiver, receiver and manager or any other party under Title 00 Xxxxxx
Xxxxxx Code the BIA, and the CCAA, or any other federal, state or
provincial bankruptcy, reorganization, moratorium or insolvency law
relating to or affecting the enforcement of creditors' rights
generally, common law or equitable doctrine, then to the extent of
any sum not finally retained by the Pledgee, the Pledgor's obligations
to the Pledgee shall be reinstated and this Agreement shall remain in
full force and effect (or be reinstated) until payment shall have been
made to Pledgee, which payment shall be due on demand.
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18. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this
Agreement for any other purpose.
19. Miscellaneous.
(a) This Agreement constitutes the entire agreement among the parties
with respect to the subject matter hereof and may not be changed,
terminated or otherwise varied except by a writing duly executed
by the parties hereto.
(b) No waiver of any term or condition of this Agreement, whether by
delay, omission or otherwise, shall be effective unless in writing
and signed by the party sought to be charged, and then such waiver
shall be effective only in the specific instance and for the
purpose for which given.
(c) In the event that any provision of this Agreement or the
application thereof to the Pledgor or any circumstance in any
jurisdiction governing this Agreement shall, to any extent, be
invalid or unenforceable under any applicable statute, regulation,
or rule of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified
to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid
or unenforceable provision to parties, jurisdictions, or
circumstances other than to whom or to which it is held invalid
or unenforceable shall not be affected thereby, nor shall same
affect the validity or enforceability of any other provision of
this Agreement.
(d) This Agreement shall inure to the benefit of and be binding upon
the Pledgor, and the Pledgor's successors and assigns, and shall
inure to the benefit of and be binding upon the Pledgee and its
successors and assigns.
(e) Any notice or other communication required or permitted pursuant
to this Agreement shall be given in accordance with the Security
Agreement.
(f) THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
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(g) EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL
HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN ANY PLEDGOR, ON THE ONE HAND, AND THE PLEDGEE,
ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR ANY OF THE
OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT EACH
PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK,
STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO COLLECT THE INDEBTEDNESS, TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE INDEBTEDNESS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE PLEDGEE.
EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS. EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION
OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN THE
[THE SECURITIES PURCHASE AGREEMENT] [THE SECURITY AGREEMENT] AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER
OF THE SUCH PLEDGOR'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS
AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
(h) It is understood and agreed that any person or entity that desires
to become a Pledgor hereunder, or is required to execute a
counterpart of this Share Pledge Agreement after the date hereof
pursuant to the requirements of any Document, shall become a
Pledgor hereunder by (x) executing a joinder agreement in form
and substance satisfactory to the Pledgee, (y) delivering
supplements to such exhibits and annexes to such Documents
as the Pledgee shall reasonably request and (z) taking all
actions as specified in this Agreement as would have been
taken by such Pledgor had it been an original party to this
Agreement, in each case with all documents required above to
be delivered to the Pledgee and with all documents and actions
required above to be taken to the reasonable satisfaction of the
Pledgee.
(i) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which when
taken together shall constitute one and the same agreement. Any
signature delivered by a party by facsimile transmission or by
sending a scanned copy by electronic mail shall be deemed an
original signature hereto.
(j) If there is any inconsistency between the provisions of this
Agreement and the provisions of the Security Agreement, the
provisions of the Security Agreement shall prevail.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first written above.
ON THE GO HEALTHCARE, INC.
By:/s/ Xxxxxx Xxxx
------------------------
Name: Xxxxxx Xxxx
Title:CEO
LAURUS MASTER FUND, LTD.
By:/s/Xxxxx Grin
-------------------------
Name:Xxxxx Grin
Title: Director
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SCHEDULE A to the Share Pledge Agreement
Pledged Shares
Pledgor Issuer Class of Share Number Percentage
Share Certificate of of Shares
Number Shares Owned
On The Go The International Common C3 100 100%
Healthcare, Inc. Mount Company Ltd shares
Class A A2 1,000 100%
Class B B5 100 100%
SCHEDULE 7(b)
The original Shareholders of Infinity Technologies Inc will receive
a minimum of 1,250,000 common shares or $1,500,000 CDN worth of common
stock based on the stock price at closing (to be issued on closing).
Key employees of Infinity Technologies Inc. will split 200,000
restricted shares (to be issued on closing).
Xxxxx Xxxxxx xx 000000 Ontario Inc. will be granted 50,000 shares
and 50,000 "C" Warrants upon integration of Infinity Technologies Inc.
(to be issued on closing).
The items below have been issued as indicated:
Name of Shareholder Date Issued Stock Issued Shares
XXXXX XXXXXX 05/09/05 RESTRICTED 10,000
XXXX XXXXX 05/09/05 RESTRICTED 25,000
XXXX XXXXXXXXXX 05/09/05 RESTRICTED 7,500
XXXXXXXX XXXXXXXX 05/26/05 RESTRICTED 25,000
XXXXXX XXXXX 03/23/05 RESTRICTED 2,000
THIRUSENTHIL NAVARATNARAJH 05/09/05 RESTRICTED 5,000
XXXX XXXXXXX 03/23/05 RESTRICTED 17,500
XXXXXXXX XXXXXXX 05/09/05 RESTRICTED 5,000
XXXXX XXXXX 05/26/05 RESTRICTED 100,000
XXXXX W GOLD 05/26/05 RESTRICTED 75,000
05/26/05 "C" Warrants 75,000
XX XXX 05/09/05 RESTRICTED 20,000
05/09/05 "C" Warrants 50,000
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