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
undersigned assignees of Laurus, collectively, the "Purchaser"), amends
(i) that certain Secured Convertible Term Note, dated July 14, 2005 and
amended and restated January 13, 2006, by the Company in favor of Purchaser
in the aggregate principal amount of $500,000 (as amended, restated, modified
or supplemented from time to time, the "Term Note") issued pursuant to the
terms of the Security and Purchase Agreement, dated July 14, 2005 and amended
and restated January 13, 2006, between the Company and the Purchaser (as
amended, restated, modified or supplemented from time to time, the "Purchase
Agreement") issued pursuant to the terms of the Purchase Agreement. The
Purchase Agreement, together with the Term Note and the other Ancillary
Documents referred to in the Purchase Agreement, are herein referred to as
the "Loan Documents." Capitalized terms used but not defined herein shall
have the meanings given them in the Purchase Agreement.
PREAMBLE
WHEREAS, pursuant to the terms of the Purchase Agreement, the Company issued
and sold the Term Note to Purchaser; and
WHEREAS, the Purchaser and the Company desire to amend the transactions
contemplated by the Purchase Agreement and the Term Note.
NOW, THEREFORE, in consideration of the covenants, agreements and conditions
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
1. Amendment to Term Note. Section 2.1(a) of the Term Note is hereby amended
by deleting the last sentence appearing therein in its entirety and
inserting the following new sentence in lieu thereof:
"For purposes hereof, subject to Section 3.6 hereof, the initial "Fixed
Conversion Price" means $0.005."
2. The Company hereby agrees to cover any and all expense related to the
issuance of a legal opinion issued for the benefit of the Company's transfer
agent, if required, so that Purchaser may sell the common stock issued by
the Company upon conversion of the Notes pursuant to Rule 144(k). Purchaser
acknowledges that the Company will not amend the Registration Statement and
the Purchaser may not sell the common stock issued by the Company upon
conversion of the Term Note pursuant to the Registration Statement. However,
this paragraph will not apply to the common stock issuable upon exercise of
the warrants described in the Registration Statement.
3. The Purchaser acknowledges that the reduction in conversion price described
in paragraphs 1 above will require the Company to issue more shares of
common stock.
4. Additionally, the Purchaser and the Company agree that such reduction in
price does not trigger any clause in the Term Note or any other agreement
between the Purchaser and the Company to reduce the conversion price or
exercise price of other securities.
5. The Purchaser agrees that such reduction in price and the subsequent
issuance of shares will not trigger a default under any agreement between
the Purchaser and the Company.
6. The amendments set forth above shall be effective as of the date first above
written (the "Amendment Effective Date") on the date when each of the
Company and the Purchaser shall have executed and the Company shall have
delivered to Purchaser its respective counterpart to this Amendment.
7. Except as specifically set forth in this Amendment, there are no other
amendments, modifications or waivers to the Loan Documents, and all of the
other forms, terms and provisions of the Loan Documents remain in full
force and effect.
8. The Company hereby represents and warrants to the Purchaser that (i) no
Event of Default (as defined in the Purchase Agreement) exists on the date
hereof, (ii) on the date hereof, all representations, warranties and
covenants made by the Company in connection with the Loan Documents are
true, correct and complete and (iii) on the date hereof, all of the
Company's and its Subsidiaries' covenant requirements have been met.
9. From and after the Amendment Effective Date, all references in the Loan
Documents shall be deemed to be references to the Loan Documents, as the
case may be, as modified hereby.
10.This Amendment shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit
of and be enforceable by each of the parties hereto and their respective
successors and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which shall constitute one
instrument.
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
or has caused this Amendment to be executed on its behalf by a representative
duly authorized, all as of the date first above set forth.
COMPANY: PURCHASER:
ON THE GO HEALTHCARE, INC. LAURUS MASTER FUND, LTD.
By: /s/Stuart Turk By: /s/ David Grin
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Name: Stuart Turk Name: David Grin
Title: Chief Executive Officer Title: Director
LAURUS ASSIGNEE:
VALENS OFFSHORE SPV I, LTD.
By Valens Capital Management, LLC
its Investment Manager
By: /s/ David Grin
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Name: David Grin
Title: Authorized Signatory