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 executive office at 85 Corstate
Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2 (the "Company"), and Dutchess
Private Equities Fund, Ltd., a Cayman Islands exempted company with its
principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116
Whereas, in connection with the Investment Agreement by and between the Company
and the Investor of this date (the "Investment Agreement"), the Company has
agreed to issue and sell to the Investor an indeterminate number of shares of
the Company's Common Stock, $.0001par 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 promises 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:
Section 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following
"Execution Date" means the date of this Agreement set forth above.
"Investor" means Dutchess Private Equities Fund, Ltd., a Cayman Islands
"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.
"Potential Material Event" means any of the following: (i) the possession by
the Company of material information not ripe for disclosure in the
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
the 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.
"Principal Market" shall mean The American Stock Exchange, National Association
of Securities Dealer's, Inc., Over-the-Counter electronic bulletin board, the
Nasdaq National Market or The Nasdaq SmallCap Market whichever is the principal
market on which the Common Stock of the Company is listed.
"Register," "Registered," and "Registration" refer to the Registration effected
by preparing and filing one (1) 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").
"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 the
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.
"Registration Statement" means the registration statement of the Company filed
under the 1933 Act covering the Registrable Securities.
All capitalized terms used in this Agreement and not otherwise defined herein
shall have the same meaning ascribed to them as in the Investment Agreement.
Section 2. REGISTRATION.