Investment Agreement (2003)Full Document 

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                             INVESTMENT AGREEMENT


        INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of July 21, 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 "INVESTOR").

        WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Investor shall invest up to $2,500,000 to
purchase the Company's common stock, .0001 par value per share
(the "COMMON STOCK");

        WHEREAS, such investments will be made in reliance upon the provisions
of Section 4(2) under the Securities Act of 1933, as amended (the "1933 ACT"),
Rule 506 of Regulation D, and the rules and regulations promulgated thereunder,
and/or upon such other exemption from the registration requirements of the 1933
Act as may be available with respect to any or all of the investments in Common
Stock to be made hereunder; and

        WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement substantially in the form attached hereto as Exhibit A
(the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company has
agreed to provide certain registration rights under the 1933 Act, and the
rules and regulations promulgated thereunder, and applicable state
securities laws.

        NOW THEREFORE, in consideration of the foregoing recitals, which
shall be considered an integral part of this Agreement, the covenants and
agreements set forth hereafter, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and
the Investor hereby agree as follows:

        1.      DEFINITIONS.  As used in this Agreement, the following terms
shall have the following meanings specified or indicated, and such meanings
shall be equally applicable to the singular and plural forms of the defined
terms.

"1933 ACT" shall mean the Securities Act of 1933, as it may be amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as it may be
amended.

"AFFILIATE" shall have the meaning specified in Section 5(h).

"AGREED UPON PROCEDURES REPORT" shall have the meaning specified in
Section 2(o).

"AGREEMENT" shall mean this Investment Agreement.


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"BEST BID" shall mean the highest quoted bid for the Company's common shares
among all competing market makers.

"BRING DOWN COLD COMFORT LETTER" shall have the meaning specified in
Section 2(n).

"BUY-IN" shall have the meaning specified in Section 6.

"BUY-IN ADJUSTMENT AMOUNT" shall have the meaning specified in Section 6.

"CLOSING" shall have the meaning specified in Section 2(h).

"CLOSING DATE" shall mean, as defined in Section 2(h), the date which is the
earlier of: seven (7) Trading Days following the Put Notice Date or when the
Investor deems the Put closed.

"COMMON STOCK" shall mean the Common Stock of the Company.

"CONTROL" or "CONTROLS" shall have the meaning specified in Section 5(h).

"COVERING SHARES" shall have the meaning specified in Section 6.

"EFFECTIVE DATE" shall mean the date the SEC declares effective under the 1933
Act the Registration Statement covering the Securities.

"ENVIRONMENTAL LAWS" shall have the meaning specified in Section 4(m).

"EXECUTION DATE" shall mean the date all Transaction Documents are executed
by the Company and Investor.

"INDEMNITEES" shall have the meaning specified in Section 10.

"INDEMNIFIED LIABILITIES" shall have the meaning specified in Section 10.

"INEFFECTIVE PERIOD" shall mean any period of time that the Registration
Statement or any Supplemental Registration Statement (as defined in the
Registration Rights Agreement) becomes ineffective or unavailable for use
for the sale or resale, as applicable, of any or all of the Registrable
Securities (as defined in the Registration Rights Agreement) for any reason
(or in the event the prospectus under either of the above is not current and
deliverable) during any time period required under the Registration Rights
Agreement.

"INVESTOR" shall mean Dutchess Private Equities Fund, L.P., a Delaware
limited partnership.

"MAJOR TRANSACTION" shall have the meaning specified in Section 2(g).


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"MATERIAL ADVERSE EFFECT" shall have the meaning specified in Section 4(a).

"MATERIAL FACTS" shall have the meaning specified in Section 2(m).

"MAXIMUM COMMON STOCK ISSUANCE" shall have the meaning specified in
Section 2(j).

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