Exhibit 10.4



  


STOCK CONFIRMATION AND RESTRICTION AGREEMENT


 


GLOBAL HEALTH VOYAGER, INC. 


 


This Stock Confirmation and Restriction Agreement
is made this __ day of October, 2011 by the undersigned recipient of "Consideration Shares" (the "Member")
in favor of Global Health Voyager, Inc. (the "Company"). 


 


A.        The
Undersigned Member hereby confirms and acknowledges that Healthcare International Networks, LLC a Delaware limited liability ("HIN")
and the Company have entered into that certain Asset Purchase Agreement dated as of October 6, 2011 (the "Asset Purchase Agreement"),
whereby HIN has agreed to sell, and Company has agreed to purchase, all of the assets associated with the business known as "Planet
Hospital" upon the terms and conditions set forth in the Asset Purchase Agreement.  


 


B.        The
undersigned Member hereby confirms that it has or will receive a portion of the Consideration Shares issuable by the Company under
the terms of the Asset Purchase Agreement.  


  


C.        All
capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement.
 


 


In connection with the receipt of such Shares
and for other good and valuable consideration, the Member hereby makes the following representations, agreements and covenants
in favor of the Company: 


 


1.         Lock
Up of Consideration Shares. To induce the Company to enter into the Asset Purchase Agreement and to issue the Consideration
Shares, the undersigned hereby agrees as follows: Except for an Exempt Transfer (as defined below), during the period commencing
on the Closing Date and ending on the date which is twelve (12) months thereafter (the "Lock-Up Period"), the undersigned
will not, directly or indirectly, through an "affiliate" or "associate" (as such terms are defined in the General
Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act")), family member or otherwise,
offer, sell, pledge, hypothecate, grant an option for sale, or otherwise dispose of, or transfer or grant any rights with respect
thereto in any manner (either privately or publicly pursuant to Rule 144 of the General Rules and Regulations under the Securities
Act, or otherwise) any shares of Consideration Shares, common stock or any other securities of the Company, including but not limited
to any securities convertible or exchangeable into shares of common stock of the Company or options, warrants or other rights to
acquire common stock of the Company directly or indirectly owned or controlled by the undersigned on the date hereof or hereafter
acquired by the undersigned pursuant to a stock split, stock dividend, recapitalization or similar transaction or otherwise acquired
by the undersigned in a private transaction (the "Securities"), or enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Securities,
whether any such swap or transaction is to be settled by delivery of common stock or other securities, in cash or otherwise, during
the Lock-Up Period. For purposes hereof, "Exempt Transfer" shall mean any transfer of any or all of the Securities during
the undersigns lifetime or upon death, by gift, will or intestacy, to his immediate family or to a trust or limited partnership,
the beneficiaries or members of which are exclusively the undersigned and/or a member or members of his immediate family; provided,
however, that it shall be a condition to such transfer that the transferee execute a written agreement that the transferee is receiving
and holding the Securities subject to the provisions of this Agreement, and there shall be no further transfer of such Securities
except in accordance with this Agreement. For purposes hereof, "immediate family" shall mean a spouse, lineal descendant,
father, mother, brother or sister of the undersigned.  


 



    	 



    	 



    

 


The undersigned hereby
agrees to the placement of a legend on the certificates representing the Securities to indicate the restrictions on resale of the
Securities imposed by this agreement and/or the entry of stop transfer orders with the transfer agent and the registrar of the
Company’s securities against the transfer of the Securities except in compliance with this Agreement. In the case of any
Securities for which the undersigned is the beneficial but not the record holder, the undersigned agrees to cause the record holder
to authorize the Company to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on its books
and records with respect to such Securities. 


 


2.        Representations
and Warranties on Investor Status and Securities Laws.  


 


(a)         Purchase
for Own Account. The Consideration Shares to be issued to Member will be acquired for investment for Member’s own account,
not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities
Act of 1933, as amended (the “1933 Act”), and the Member has no present intention of selling, granting
any participation in, or otherwise distributing the same. Member represents that it has not been formed for the specific purpose
of acquiring the Consideration Shares.  


 


(b)        Disclosure
of Information. At no time was Member presented with or solicited by any publicly issued or circulated newspaper, mail, radio,
television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Consideration
Shares. Member has received or have had full access to all the information if considers necessary or appropriate to make an informed
investment decision with respect to the Consideration Shares. Member has had an opportunity to ask questions and receive answers
from Company regarding the terms and conditions of the offering of the Consideration Shares and to obtain additional information
(to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify
any information furnished to Member or to which Member had access.  


 


(c)        Investment
Experience. Member understands that the receipt of the Consideration Shares involves substantial risk. Member: (i) has experience
as an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear
the economic risk of its investment in the Consideration Shares and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of this investment in the Consideration Shares and protecting its
own interests in connection with this investment and/or (ii) has a preexisting personal or business relationship with Company and
certain of its officers, directors or controlling persons of a nature and duration that enables it to be aware of the character,
business acumen and financial circumstances of such persons. Member is aware that its investment in Company is a speculative investment
that has limited liquidity and is subject to the risk of complete loss. Member is able, without impairing its financial condition,
to hold the Consideration Shares for an indefinite period and to suffer a complete loss of his or her investment in the Consideration
Shares. 


 



    	 



    	 



    

 


(d)        Accredited
Investor Status. Except as set forth on Exhibit A hereto, each Member is an “accredited investor” within
the meaning of Regulation D promulgated under the 1933 Act.  


 


(e)        Restricted
Securities. Member understands that the Consideration Shares are characterized as “restricted securities” under
the 1933 Act inasmuch as they are being acquired from Company in a transaction not involving a public offering and that under the
1933 Act and applicable regulations thereunder such securities may be resold without registration under the 1933 Act only in certain
limited circumstances. In this connection, Member represents that it is familiar with Rule 144 of the SEC, as presently in effect,
and understands the resale limitations imposed thereby and by the 1933 Act. Member understands that Company is under no obligation
to register any of the Consideration Shares.  


 


(f)        Further
Limitations on Disposition. Member will sell, transfer or otherwise dispose of the Consideration Shares in violation of the
Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities
Act. Without in any way limiting the foregoing, Member further agrees not to make any disposition of all or any portion of the
Consideration Shares unless and until it has complied with all requirements of this Agreement applicable to the disposition of
Consideration Shares and it has provided the Company with written assurances, in substance and form satisfactory to the Company,
that: (1) there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or (2) it shall have notified Company of the proposed disposition and shall
have furnished Company with a statement of the circumstances surrounding the proposed disposition, and, at the reasonable request
of Company, with an opinion of counsel, reasonably satisfactory to Company, that such disposition will not require registration
of such securities under the 1933 Act. As a condition to any such transfer, the transferee shall agree in writing, satisfactory
to Company, to be bound by all of the obligations and restrictions as if such transferee were the original holder of the Consideration
Shares. 


 


3.        Securities
Law Restrictions Generally. The Company shall not be required to (i) transfer on its books any Consideration Shares that
have been sold or transferred in contravention of this Agreement or the Stock Confirmation and Restriction
Agreement or (ii) treat as the owner of Consideration Shares, or otherwise to accord voting, dividend or liquidation
rights to, any transferee to whom Consideration Shares have been transferred in contravention of this Agreement. Company at its
discretion may impose restrictions upon the sale, pledge or other transfer of the Consideration Shares (including the placement
of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company
based upon advice of legal counsel, such restrictions are necessary or desirable in order to achieve compliance with the 1933 Act,
the securities laws of any State or any other law. 


 


4.        Authority,
Ownership. The undersigned hereby represents and warrants (i) that the undersigned has full power and authority to enter into
this Agreement and (ii) that all of the common stock of the Company including the Consideration Shares held by the undersigned
are listed on the attached Annex I. All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives,
successors, and assigns of the undersigned. 


 



    	 



    	 



    

 


5.        Integration.
This Agreement represents the entire understanding between the parties with respect to the specific subject matter hereof, and
supersedes all prior agreements, negotiations, understandings, letters of intent, representations, statements and writings between
the parties relating thereto. No modification, alteration, waiver or change in any of the terms of this Agreement shall be valid
or binding upon the parties hereto unless made in writing and duly executed on behalf of the party to be charged therewith. 


 


SIGNATURE PAGE FOLLOWS IMMEDIATELY


 



    	 



    	 



    

 


Wherefore, the undersigned has executed and delivered this Agreement
as of the date first above written. 


 


MEMBER NAME: 


 


By: ____________________ 


 


Name: 


 


Title: 


 


PRINT FULL LEGAL NAME: _____________________ 


 


ADDRESS:         _____________________________ 


                           ______________________________ 


 


SOCIAL SECURITY OR TAX ID# : ______________________ 


 


EMAIL ADDRESS: ___________________________ 


 


TELEPHONE NUMBER: ________________________ 


 


FAX NUMBER: ______________________________ 


 


 


Agreed and Accepted: 


 


Global Health Voyager, Inc. 


 


By: ___________________ 


 


Ali Moussavi, Chief Executive Officer 


 



    	 



    	 



    

 


Annex 1 


 


List of Securities Beneficially Held 


 


	Registered  Name of Holder	Type  of Security	Cert.  No.	No.  of Shares
	1.	 	 	 
	2.	 	 	 
	3.	 	 	 
	4.	 	 	 
	5.	 	 	 
	6.	 	 	 


 



    	 



    	 



    

 


Exhibit A