EXHIBIT 10.15
[ON THE GO LETTERHEAD]
On the Go Healthcare, Inc.
00 Xxxxxxxx Xxxxxx, Xxxx 0
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
March 9, 0000
Xxxxxxx Xxxxxxxx
Dutchess Private Equities Fund, Ltd.
00 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0
Xxxxxx, XX 00000
Subject: Side Letter Agreement to the Investment Agreement between On the Go
Healthcare, Inc. and Dutchess Private Equities Fund, Ltd., dated
January 16, 2007.
Dear Xx. Xxxxxxxx:
This Side Letter Agreement entered into on March 9, 2007, by and between
On the Go Healthcare, Inc. (the "Company") and Dutchess Private Equities
Fund, Ltd. will serve to modify Section 2(G) of the Investment Agreement
(the "Agreement") entered into on January 16, 2007, by and between On the
Go Healthcare, Inc. and Dutchess Private Equities Fund, Ltd. Capitalized
terms used herein which are not otherwise defined shall have the same
meaning as those given to them in the Agreement.
Section 2(G) of the Agreement is hereby modified as follows:
(G) MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction
of the conditions set forth in Sections 2(E), 7 and 8, the closing of the
purchase by the Investor of Shares (a "Closing") shall occur on the date
which is no later than five (5) Trading Days following the applicable
Put Notice Date (each a "Closing Date"). Within two (2) days of each
Closing Date,(I) the Company shall deliver to the Investor pursuant to
this Agreement, certificates representing the Shares to be issued to the
Investor on such date and registered in the name of the Investor; and (II)
the Investor shall deliver to the Company the Purchase Price to be paid
for such Shares, determined as set forth in Section 2(B). In lieu of
delivering physical certificates representing the Securities and provided
that the Company's transfer agent then is participating in The Depository
Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program,
upon request of the Investor, the Company shall use all commercially
reasonable efforts to cause its transfer agent to electronically transmit
the Securities by crediting the account of the Investor's prime broker
(as specified by the Investor within a reasonably in advance of the
Investor's notice) with DTC through its Deposit Withdrawal Agent
Commission ("DWAC") system.
The Company understands that a delay in the issuance of Securities beyond
the Closing Date could result in economic damage to the Investor. After
the Effective Date, as compensation to the Investor for such loss, the
Company agrees to make late payments to the Investor for late issuance of
Securities (delivery of Securities after the applicable Closing Date) in
accordance with the following schedule (where "No. of Days Late" is defined
as the number of trading days beyond the Closing Date, with the Amounts
being cumulative.):
LATE PAYMENT FOR EACH
NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK
1 $100
2 $200
3 $300
4 $400
5 $500
6 $600
7 $700
8 $800
9 $900
10 $1,000
Over 10 $1,000 + $200 for each
Business Day late beyond 10 days
The Company shall make any payments incurred under this Section in immediately
available funds upon demand by the Investor. Nothing herein shall limit the
Investor's right to pursue actual damages for the Company's failure to issue
and deliver the Securities to the Investor, except that such late payments
shall offset any such actual damages incurred by the Investor, and any Open
Market Adjustment Amount, as set forth below.
No other terms, rights or provisions of the Agreement are or should be
considered to have been modified by the terms of the Side Letter Agreement
and each party retains all other rights, obligations, privileges and duties
contained in the Agreement.
Agreed and Accepted on March 16, 2007:
Very truly yours,
Agreed to and Accepted on behalf of:
On the Go Healthcare, Inc. Dutchess Private Equities Fund, Ltd.
/s/ Xxxxxx Xxxx /s/ Xxxxxxx X. Xxxxxxxx
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Name Name
CEO Director
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Title Title
March 16, 2007 March 16, 2007
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Date Date
