Joinder Agreement to Subsidiary Guaranty and Master Security Agreement by Infinity Technologies Inc. and Laurus Master Fund, Ltd.

Summary

Infinity Technologies Inc. joins as a guarantor and assignor under existing agreements between On The Go Healthcare, Inc. and Laurus Master Fund, Ltd. By signing, Infinity Technologies agrees to guarantee payment and performance of obligations and to grant a security interest in its assets to Laurus. The agreement binds Infinity Technologies to all terms of the original guaranty and security agreements, including providing necessary documentation and authorizing filings to perfect Laurus’s security interest. The agreement is effective July 20, 2005, and is governed by Ontario and Canadian law.

EX-4.11 12 joinderl.txt JOINDER AGREEMENT JOINDER AGREEMENT THIS JOINDER IN SUBSIDIARY GUARANTY and MASTER SECURITY AGREEMENT (this "Joinder") is executed as of July 20, 2005 by Infinity Technologies Inc., a Ontario corporation ("Joining Party"), and delivered to Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser"). Except as otherwise defined herein, terms used herein and defined in the Security and Purchase Agreement (as defined below) shall be used herein as therein defined. W I T N E S S E T H: WHEREAS, On The Go Healthcare, Inc., a Ontario corporation (the "Company"), and the Purchaser, have entered into a Security and Purchase Agreement, dated as of July 14, 2005 (as amended, modified or supplemented from time to time, the "Security and Purchase Agreement"), providing for the issuance of the Notes and the Warrant and the execution of the Ancillary Agreements referred to in the Security and Purchase Agreement; and WHEREAS, the Joining Party is a direct Subsidiary of the Company and desires, or is required pursuant to the provisions of the Security and Purchase Agreement, to become a Guarantor under the Subsidiary Guaranty and an Assignor under the Master Security Agreement; NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby makes the following representations and warranties to the Purchaser and hereby covenants and agrees with the Purchaser as follows: NOW, THEREFORE, the Joining Party agrees as follows: 1. By this Joinder, the Joining Party becomes (i) a Guarantor for all purposes under the Subsidiary Guaranty and (ii) an Assignor for all purposes under the Master Security Agreement. 2. The Joining Party agrees that, upon its execution hereof, it will become a Guarantor under the Subsidiary Guaranty with respect to all Obligations (as defined in the Subsidiary Guaranty), and will be bound by all terms, conditions and duties applicable to a Guarantor under the Subsidiary Guaranty. Without limitation of the foregoing, and in furtherance thereof, the Joining Party unconditionally and irrevocably, guarantees the due and punctual payment and performance of all Obligations (on the same basis as the other Guarantors under the Subsidiary Guaranty). 3. The Joining Party agrees that, upon its execution hereof, it will become an Assignor under, and as defined in, the Master Security Agreement, and will be bound by all terms, conditions and duties applicable to an Assignor under the Master Security Agreement. Without limitation of the foregoing and in furtherance thereof, as security for the due and punctual payment of the Obligations (as defined in the Master Security Agreement), the Joining Party hereby pledges, hypothecates, assigns, transfers, sets over and delivers to the Purchaser and grants to the Purchaser a security interest in all Collateral (as defined in the Master Security Agreement), if any, now owned or, to the extent provided in the Master Security Agreement, hereafter acquired by it. 1 4. In connection with the grant by the Joining Party, pursuant to paragraphs 3 above, of a security interest in all of its right, title and interest in the Collateral (as defined in each of the Master Security Agreement) in favor of the Purchaser, the Joining Party (i) agrees to execute (if necessary) and deliver to the Purchaser such financing statements, in form acceptable to the Purchaser, as the Purchaser may request or as are necessary or desirable in the opinion of the Purchaser to establish and maintain a valid, enforceable, first priority perfected security interest in the Collateral (as defined in each of the Master Security Agreement) owned by the Joining Party, (ii) authorizes the Purchaser to file any such financing statements without the signature of the Joining Party where permitted by law (such authorization includes a description of the Collateral as "all assets and all personal property, whether now owned and/or hereafter acquired" of the Joining Party all assets and all personal property, whether now owned and/or hereafter acquired" (or any substantially similar variation thereof)) and (iii) agrees to execute and deliver to the Purchaser assignments of United States and Canadian trademarks, patents and copyrights (and the respective applications therefor) to the extent requested by the Purchaser. 5. Without limiting the foregoing, the Joining Party hereby makes and undertakes, as the case may be, each covenant, representation and warranty made by, and as (i) each Guarantor pursuant to the Subsidiary Guaranty and (ii) each Assignor pursuant to the Master Security Agreement, in each case as of the date hereof (except to the extent any such representation or warranty relates solely to an earlier date in which case such representation and warranty shall be true and correct as of such earlier date), and agrees to be bound by all covenants, agreements and obligations of a Guarantor, Assignor pursuant to the Subsidiary Guaranty and Master Security Agreement, respectively, and all other Ancillary Agreements to which it is or becomes a party. 6. Each of Schedules A and B of the Master Security Agreement is hereby amended by supplementing such Schedule with the information for the Joining Party contained on Schedules A and B attached hereto as Annex I. 7. This Joinder 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 its successors and permitted assigns, provided, however, the Joining Party may not assign any of its rights, obligations or interest hereunder or under the Subsidiary Guarantee, the Master Security Agreement or any Ancillary Agreement without the prior written consent of the Purchaser or as otherwise permitted by the Subsidiary Guarantee, the Master Security Agreement or any Ancillary Agreement. THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN. This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Joinder shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Joinder which shall remain binding on all parties hereto. 8. From and after the execution and delivery hereof by the parties hereto, this Joinder shall constitute an "Ancillary Agreement" for all purposes of the Security and Purchase Agreement and the Ancillary Agreements. 9. The effective date of this Joinder is July 20 2005. 2 IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be duly executed as of the date first above written. INFINITY TECHNOLOGIES INC. By:/s/Stuart Turk ---------------------------- Name: Stuart Turk Title:CEO Accepted and Acknowledged by: LAURUS MASTER FUND, LTD. By:/s/David Grin - ------------------------ Name:David Grin Title: Director 3 ANNEX I SCHEDULE A JURISDICTION OF ORGANIZATION ENTITY ORGANIZATION IDENTIFICATION NUMBER The Mount International Company Ltd. Ontario 1040071 Infinity Technologies Inc. Ontario 763880 SCHEDULE B ENCUMBRANCES The International Mount Company Ltd. Reference File No Secured & Registration No Collateral Party(ies) Debtor (s) (Registration Period) Classification Ingram Micro The International 605160036 - Inventory, Mount Company Ltd. 20040503 1958 6076 0679 Equipment, (5 years) Accounts, Other TD Bank The International ###-###-#### - Inventory, Clarke & Hilda Mount Company Ltd. 20010927 1757 1531 8131 equipment 12142 CAS 3472 On The Go (5 years) Accounts, Other Motor Vehicle Infinity Technologies Inc. Reference File No Secured & Registration No Collateral Party(ies) Debtor (s) (Registration Period) Classification Jim Pattison Infinity Technologies ###-###-#### - Equipment, Other, Motor , Industries Ltd. Inc 20030530 1139 1590 6878 Vehicle, Amount (5 years) Secured:$24 ###-###-#### Chev Malibu Jim Pattison Infinity Technologies ###-###-#### - Equipment, Industries Ltd. Inc 20030325 1559 1590 3755 Other, Motor (5 years) Vehicle, Amount Secured:$57 ###-###-#### Infiniti G35 Toshiba of Infinity Technologies 880614558 - Inventory, Canada Limited Inc. 20020215 1420 1462 5836 Accounts, (5 years) Other Jim Pattison Infinity Technologies ###-###-#### - Equipment, Industries Ltd. Inc. 20020102 1427 1590 4465 Other, Motor (5 years) Vehicle, Amount Secured:$53 ###-###-#### Lincoln LS Jim Pattison Infinity Technologies ###-###-#### - Equipment, , Industries Ltd. Inc. 20010625 1320 1590 7140 Other, Motor (5 years) Vehicle Amount Secured$42,190 2002 Ford Explorer XLT Newcourt Infinity Technologies ###-###-#### - Inventory Financial Ltd. Inc. 20000105 1736 1424 6156 Equipment (7 years) Accounts Other, Motor Vehicle Business Infinity Technologies ###-###-#### - Inventory Development Inc. 19990722 1448 1530 7057 equipment, Bank of Canada (10 years) Accounts, Other, Motor Vehicle Royal Bank of Infinity Technologies 061179687 - Inventory Canada Inc 19931007 1538 0043 9078 Equipment (5 years) Accounts Other Motor Vehicle 4