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 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
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...On the Go Healthcare Inc • January 30th, 2006 • Wholesale-computers & peripheral equipment & software
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...Agreement • April 5th, 2006 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • 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
FORBEARANCE AGREEMENTForbearance Agreement • July 20th, 2005 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • New York
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...On the Go Healthcare Inc • November 19th, 2004 • Plastics products, nec • New York
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...On the Go Healthcare Inc • January 30th, 2006 • Wholesale-computers & peripheral equipment & software
Series "D"On the Go Healthcare Inc • February 21st, 2006 • Wholesale-computers & peripheral equipment & software
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...Agreement • April 5th, 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
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...On the Go Healthcare Inc • January 30th, 2006 • Wholesale-computers & peripheral equipment & software • New York
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...Agent Agreement • February 27th, 2004 • On the Go Healthcare Inc • Plastics products, nec • Delaware
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...On the Go Healthcare Inc • July 20th, 2005 • Wholesale-computers & peripheral equipment & software • New York
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,...Agreement • April 5th, 2006 • 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
THIS AGREEMENT ("Agreement") is made on this 15th day of June 2004 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...Agreement • June 17th, 2004 • On the Go Healthcare Inc • Plastics products, nec • 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
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
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
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
THIS AGREEMENT ("Agreement") is made on this 17th day of November 2003 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,...Agreement • November 28th, 2003 • On the Go Healthcare Inc • Wholesale-misc durable goods • Ontario
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 AGREEMENT ("Agreement") is made on this 11 day of March 2004 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...This Agreement • June 17th, 2004 • On the Go Healthcare Inc • Plastics products, nec • Ontario
THIS AGREEMENT ("Agreement") is made on this 24th day of April 2003 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,...Agreement • April 30th, 2003 • On the Go Healthcare Inc • Wholesale-misc durable goods • Ontario
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
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
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...On the Go Healthcare Inc • April 30th, 2003 • Wholesale-misc durable goods • Massachusetts
BINDING AGREEMENTBinding Agreement • March 27th, 2008 • On the Go Healthcare Inc • Wholesale-computers & peripheral equipment & software • Florida
and -On the Go Healthcare Inc • March 10th, 2003 • Wholesale-misc durable goods
EXHIBIT 4.9 THIRD OMNIBUS AMENDMENT This Third Omnibus Amendment, dated October 15, 2007, by and between ON THE GO HEALTHCARE, INC., a Delaware Corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman Islands company ("Laurus", and together...On the Go Healthcare Inc • October 19th, 2007 • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 4.7 OMNIBUS AMENDMENT This Omnibus Amendment, dated July 11, 2007, by and between ON THE GO HEALTHCARE, INC., a Delaware Corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman Islands company ("Laurus", and together with the...On the Go Healthcare Inc • July 17th, 2007 • Wholesale-computers & peripheral equipment & software • New York
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...On the Go Healthcare Inc • February 6th, 2006 • Wholesale-computers & peripheral equipment & software • Ontario
