Registration Rights Agreement (2004)Full Document 

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        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 Corstate Avenue, Unit 1, Concord, Ontario, Canada (the "Company"), and
Dutchess Private Equities Fund, L.P. (the "Investor").

        WHEREAS, in connection with the Investment Agreement by and between
the Company and the Investor of even date herewith (the "Investment
Agreement"), the Company has agreed to issue and sell to the Investor (i)
a maximum of 30,000,000 shares of the Company's common stock, .0001 par
value per share (the "Common Stock"), to be purchased pursuant to the terms
and subject to the conditions set forth in the Investment Agreement; and

        WHEREAS, to induce the Investor to execute and deliver the Investment
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"),
and applicable state securities laws, with respect to the shares of Common
Stock issuable pursuant to the Investment Agreement.

        NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained hereinafter and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Investor hereby agree as follows:


        As used in this Agreement, the following terms shall have the following

a.  "Execution Date" means the date this Agreement and the Investment Agreement
are signed by the Company and the Investor.

b.  "Holder" means Dutchess Private Equities Fund, L.P., a Delaware limited

c.   "Person" means a corporation, a limited liability company, an association,
a partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.

d. "Potential Material Event" means any of the following: (i) the possession
by the Company of material information not ripe for disclosure in a
Registration Statement, which shall be evidenced by determinations in good
faith by the Board of Directors of the Company that disclosure of such
information in the Registration Statement would be detrimental to the business
and affairs of the Company, or (ii) any material engagement or activity by
the Company which would, in the good faith determination of the Board of
Directors of the Company, be adversely affected by disclosure in a Registration
Statement at such time, which determination shall be accompanied by a good
faith determination by the Board of Directors of the Company that the
Registration Statement would be materially misleading absent the inclusion
of such information.


e.  "Principal Market" shall mean The American Stock Exchange , National
Association of Securities Dealer's, Inc. OTC electronic bulletin board, the
Nasdaq National Market or The Nasdaq SmallCap Market whichever is the
principal market on which the Common Stock is listed.

f.  "Register," "Registered," and "Registration" refer to a registration
effected by preparing and filing one or more Registration Statements in
compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or
any successor rule providing for offering securities on a continuous basis
("Rule 415"), and the declaration or ordering of effectiveness of such
Registration Statement(s) by the United States Securities and Exchange
Commission (the "SEC").

g.  "Registrable Securities" means (i) the shares of Common Stock issued or
issuable pursuant to the Investment Agreement, and (ii) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any,
as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise, which have not been (x) included in a Registration
Statement that has been declared effective by the SEC or (y) sold under
circumstances meeting all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the 1933 Act.

h.  "Registration Statement" means a registration statement of the Company
filed under the 1933 Act.

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