THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Common Stock Purchase Warrant • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 14, 2005, by and between On The Go Healthcare, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the...Registration Rights Agreement • July 20th, 2005 • 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
JOINDER AGREEMENTJoinder Agreement • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Ontario
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
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 • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
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 Note • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. And ON THE GO HEALTHCARE, INC.Security and Purchase Agreement • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • New York
