WITNESSETH:Merger Agreement • November 28th, 2006 • New Age Translation Inc • Services-business services, nec • Delaware
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among NEW AGE TRANSLATION, INC., INFLX ACQUISITION CORP. and INFOLOGIX, INC. November 29, 2006Merger Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Delaware
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into as of November 29, 2006 by and among NEW AGE TRANSLATION, INC. a Delaware corporation (“Parent”), INFLX ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and INFOLOGIX, INC., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2010 • InfoLogix Inc • Services-business services, nec
This Agreement is made pursuant to the Amended and Restated Loan and Security Agreement, made and dated as of November 20, 2009 (as amended, restated, supplemented, modified or otherwise in effect from time to time, the “A/R Loan Agreement”), by and among the Company, InfoLogix Systems Corporation, Embedded Technologies, LLC, Opt Acquisition LLC and Infologix-DDMS, Inc. and Hercules.
SEVERANCE AGREEMENTSeverance Agreement • March 17th, 2009 • InfoLogix Inc • Services-business services, nec • Pennsylvania
This SEVERANCE AGREEMENT, (the “Agreement”) is made and entered into as of March 13, 2009 (the “Effective Date”), by and between INFOLOGIX, INC., a Delaware corporation (the “Company”), and CRAIG A. WILENSKY (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
EMPLOYMENT AGREEMENT dated as of September 18, 2006 (the “Effective Date”), between INFOLOGIX INC., a Delaware corporation (the “Company”), and JOHN A. ROBERTS (“Employee”).
WRITTEN CONSENT AND VOTING AGREEMENTWritten Consent and Voting Agreement • December 17th, 2010 • InfoLogix Inc • Services-business services, nec • Delaware
This WRITTEN CONSENT AND VOTING AGREEMENT, dated as of December 15, 2010 (this “Agreement”), is made by and among STANLEY BLACK & DECKER, INC., a Connecticut corporation (“Parent”), and HERCULES TECHNOLOGY I, LLC, a Delaware limited liability company, and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (collectively, the “Principal Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 18th, 2011 • InfoLogix Inc • Services-business services, nec • California
AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of January 13, 2011 (this “Amendment”), among InfoLogix, Inc., a Delaware corporation (“Parent Borrower”), InfoLogix Systems Corporation, a Delaware corporation (“ISC”), Embedded Technologies, LLC, a Delaware limited liability company (“Embedded”), Opt Acquisition LLC, a Pennsylvania limited liability company (“Opt”), and InfoLogix—DDMS, Inc., a Delaware corporation (“DDMS”) (Parent Borrower, ISC, Embedded, Opt and DDMS are each referred to herein as a “Borrower” and collectively as “Borrowers”) and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Lender”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in (a) the Loan Agreement referred to below or (b) in the event that such terms are not defined in the Loan Agreement, the Loan Documents (as defined in the Loan Agreement).
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 8th, 2010 • InfoLogix Inc • Services-business services, nec • California
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of April 6, 2010 (this “Amendment”), among InfoLogix, Inc., a Delaware corporation (“Parent Borrower”), InfoLogix Systems Corporation, a Delaware corporation (“ISC”), Embedded Technologies, LLC, a Delaware limited liability company (“Embedded”), Opt Acquisition LLC, a Pennsylvania limited liability company (“Opt”), and InfoLogix—DDMS, Inc., a Delaware corporation (“DDMS”) (Parent Borrower, ISC, Embedded, Opt and DDMS are each referred to herein as a “Borrower” and collectively as “Borrowers”) and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Lender”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement referred to below.
TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2007 • InfoLogix Inc • Services-business services, nec • Pennsylvania
THIS FOURTH AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made effective as of the 30th day of September, 2007, by and among INFOLOGIX SYSTEMS CORPORATION (formerly known as Info Logix Inc.), a Delaware corporation (“Infologix”), OPT ACQUISITION LLC, a Pennsylvania limited liability company (“Optasia”), EMBEDDED TECHNOLOGIES, LLC, a Delaware limited liability company (“Embedded” and together with Infologix and Optasia, jointly, severally and collectively “Borrowers” and each a “Borrower”) and SOVEREIGN BANK (the “Bank”).
ASSET PURCHASE AGREEMENT dated as of September 30, 2007 among INFOLOGIX, INC., INFOLOGIX SYSTEMS CORPORATION, HEALTHCARE INFORMATICS ASSOCIATES, INC., and THE STOCKHOLDERS OF HEALTHCARE INFORMATICS ASSOCIATES, INC.Asset Purchase Agreement • October 4th, 2007 • InfoLogix Inc • Services-business services, nec • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2007 by and among InfoLogix, Inc., a Delaware corporation (“Parent”), InfoLogix Systems Corporation, a Delaware corporation (“Buyer”), Healthcare Informatics Associates, Inc., a Delaware corporation (“Seller”), and the stockholders of Seller identified on Schedule A to this Agreement (the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2008 • InfoLogix Inc • Services-business services, nec • Pennsylvania
This EMPLOYMENT AGREEMENT is made and entered into as of November 27, 2007 (the “Effective Date”), by and between INFOLOGIX INC., a Delaware corporation (the “Company”), and ERIC M. RUBINO (“Employee”).
INFOLOGIX, INC.Reverse Merger Lock-Up Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec
InfoLogix, Inc. (“InfoLogix” or the “Company”) plans to enter into a reverse merger transaction (the “Reverse Merger”) with a publicly-traded company, concurrently with a private placement of a minimum of 6,000,000 shares of Common Stock (the “Financing Transactions”). The publicly-traded company, which is called “Pubco” for purposes of this lock-up agreement, will then succeed to and operate the business of InfoLogix under the current management of InfoLogix. We currently expect to close these Financing Transactions on or around November , 2006. Pubco is not identified at this time due to securities regulations regarding “insider” knowledge of upcoming transactions involving publicly-traded securities.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 25th, 2009 • InfoLogix Inc • Services-business services, nec • Delaware
THIS DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”), is executed this day of November, 2009, by and between InfoLogix, Inc., a Delaware corporation (the “Company”), and , a director of the Company (the “Indemnitee”).
PATENT PURCHASE AGREEMENTPatent Purchase Agreement • August 16th, 2010 • InfoLogix Inc • Services-business services, nec • Delaware
This PATENT PURCHASE AGREEMENT (this “Agreement”) is entered into, as of the Effective Date (defined below), by and between Embedded Technologies, LLC, a Delaware limited liability company, with an office at c/o InfoLogix, Inc., 101 E. County Line Road, Suite 210, Hatboro, PA 19040 (“Seller”) and Intellectual Ventures Fund 68 LLC, a Nevada limited liability company, with an address at 7251 W Mead Blvd, Ste. 300, Las Vegas, NV 89128 (“Purchaser”). The parties hereby agree as follows:
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • November 25th, 2009 • InfoLogix Inc • Services-business services, nec • Delaware
This Debt Conversion Agreement (this “Agreement”) is dated November 20, 2009, by and between Infologix, Inc., a Delaware corporation (the “Company”), and Hercules Technology I, LLC, a Delaware limited liability company (“HTI”).
SECOND AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • November 23rd, 2009 • InfoLogix Inc • Services-business services, nec • California
THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into this 20th day of August, 2009, by and among HERCULES TECHNOLOGY GROWTH CAPITAL, INC. a Maryland corporation (“Lender”), and INFOLOGIX, INC., a Delaware corporation (“Infologix”), Infologix Systems Corporation, a Delaware corporation (“ISC”), EMBEDDED TECHNOLOGIES, LLC, a Delaware limited liability company (“Embedded”), OPT ACQUISITION, LLC, a Pennsylvania limited liability company (“OPT”) and Infologix – DDMS, Inc. a limited liability company (“DDMS”, and collectively with Infologix, ISC, Embedded and Opt, “Borrower”). Capitalized terms used herein without definition shall have the same meanings given them in the Forbearance Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
AGREEMENT entered into on the 17th day of July, 2006, by and between INFOLOGIX, INC., a Delaware corporation (“Infologix”) and CORRUGATED SERVICES CORP., a Delaware corporation d/b/a AMTECH (“Amtech”) (each a “Party” and collectively “Parties”), and effective the date of the consummation of the Contemplated Transaction (as such term is defined in the Stock Purchase Agreement dated as of July 17, 2006)(the “Effective Date”).
AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • November 23rd, 2009 • InfoLogix Inc • Services-business services, nec • California
THIS AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into this 14th day of August, 2009, by and among HERCULES TECHNOLOGY GROWTH CAPITAL, INC. a Maryland corporation (“Lender”), and INFOLOGIX, INC., a Delaware corporation (“Infologix”), Infologix Systems Corporation, a Delaware corporation (“ISC”), EMBEDDED TECHNOLOGIES, LLC, a Delaware limited liability company (“Embedded”), OPT ACQUISITION, LLC, a Pennsylvania limited liability company (“OPT”) and Infologix — DDMS, Inc. a limited liability company (“DDMS”, and collectively with Infologix, ISC, Embedded and Opt, “Borrower”). Capitalized terms used herein without definition shall have the same meanings given them in the Forbearance Agreement (as defined below).
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2010 • InfoLogix Inc • Services-business services, nec • California
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of June 25, 2010 and is entered into by and among InfoLogix, Inc., a Delaware corporation (“Parent Borrower”), InfoLogix Systems Corporation, a Delaware corporation (“ISC”), Embedded Technologies, LLC, a Delaware limited liability company (“Embedded”), Opt Acquisition LLC, a Pennsylvania limited liability company (“Opt”), and InfoLogix—DDMS, Inc., a Delaware corporation (“DDMS”) (Parent Borrower, ISC, Embedded, Opt and DDMS are each referred to herein as a “Borrower” and collectively as “Borrowers”) and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Lender”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement referred to below.
SURETY AGREEMENTSurety Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
THIS SURETY AGREEMENT is made this 29th day of November, 2006 by NEW AGE TRANSLATION, INC., a Delaware corporation (to be known as InfoLogix, Inc., “Guarantor”) in favor of SOVEREIGN BANK (“Bank”).
THIRD AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2007 • InfoLogix Inc • Services-business services, nec • Pennsylvania
THIS THIRD AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made effective as of the 23rd day of March, 2007, by and among INFOLOGIX SYSTEMS CORPORATION (formerly known as Info Logix Inc.), a Delaware corporation (“Infologix”), OPT ACQUISITION LLC, a Pennsylvania limited liability company (“Optasia”), EMBEDDED TECHNOLOGIES, LLC, a Delaware limited liability company (“Embedded” and together with Infologix and Optasia, jointly, severally and collectively “Borrowers” and each a “Borrower”) and SOVEREIGN BANK (the “Bank”).
InfoLogix, Inc.Master Services Agreement • November 15th, 2010 • InfoLogix Inc • Services-business services, nec
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
THIS SECURITIES PLEDGE AGREEMENT (the “Pledge”) is made this 29th day of November, 2006, by NEW AGE TRANSLATION, INC., a Delaware corporation (to be known as InfoLogix, Inc., the “Pledgor”) for benefit of SOVEREIGN BANK (the “Bank”). Pledgor, intending to be legally bound, agrees as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG INFOLOGIX, INC. DDMS HOLDINGS, LLC INFOLOGIX-DDMS, INC. LOUIS HEIDELBERGER and MARK NIEMIEC Dated as of April 9, 2007Merger Agreement • April 11th, 2007 • InfoLogix Inc • Services-business services, nec • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into this 9th day of April, 2007 by and among INFOLOGIX, INC., a Delaware corporation (“InfoLogix”), INFOLOGIX-DDMS, INC. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of InfoLogix, DDMS HOLDINGS, LLC, a Florida limited liability company (“DDMS”), and Louis Heidelberger and Mark Niemiec, individuals residing in the Commonwealth of Pennsylvania and Florida, respectively, and owners of all of the outstanding equity interests of DDMS (the “Shareholders”).
ASSET PURCHASE AGREEMENT dated as of May 2, 2008 among INFOLOGIX, INC., INFOLOGIX SYSTEMS CORPORATION, DELTA HEALTH SYSTEMS, INC., and THE STOCKHOLDERS OF DELTA HEALTH SYSTEMS, INC.Asset Purchase Agreement • May 8th, 2008 • InfoLogix Inc • Services-business services, nec • Pennsylvania
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2008 by and among InfoLogix, Inc., a Delaware corporation (“Parent”), InfoLogix Systems Corporation, a Delaware corporation (“Buyer”), Delta Health Systems, Inc., a Florida corporation (“Seller”), and the stockholders of Seller identified on Schedule A to this Agreement (the “Stockholders”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
ContractSubordination Agreement • October 4th, 2007 • InfoLogix Inc • Services-business services, nec • Delaware
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED SEPTEMBER 30, 2007 IN FAVOR OF SOVEREIGN BANK, WHICH SUBORDINATION AGREEMENT IS INCORPORATED HEREIN BY REFERENCE. NOTWITHSTANDING ANY CONTRARY STATEMENT CONTAINED IN THE WITHIN INSTRUMENT, NO PAYMENT ON ACCOUNT OF THE PRINCIPAL OR INTEREST HEREOF SHALL BECOME DUE OR BE PAID AND NO ACTIONS SHALL BE TAKEN HEREUNDER EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH SUBORDINATION AGREEMENT.
FIRST AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
THIS FIRST AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made effective as of the 25th day of August, 2006, by and among INFO LOGIX INC., a Delaware corporation (“Infologix”), OPT ACQUISITION LLC, a Pennsylvania limited liability company (“Optasia”), EMBEDDED TECHNOLOGIES, LLC, a Delaware limited liability company (“Embedded” and together with Infologix and Optasia, jointly, severally and collectively “Borrowers” and each a “Borrower”) and SOVEREIGN BANK (the “Bank”).
FIFTH AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • November 23rd, 2009 • InfoLogix Inc • Services-business services, nec • California
THIS FIFTH AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into this 15th day of October, 2009, by and among HERCULES TECHNOLOGY GROWTH CAPITAL, INC. a Maryland corporation (“Lender”), and INFOLOGIX, INC., a Delaware corporation (“Infologix”), Infologix Systems Corporation, a Delaware corporation (“ISC”), EMBEDDED TECHNOLOGIES, LLC, a Delaware limited liability company (“Embedded”), OPT ACQUISITION, LLC, a Pennsylvania limited liability company (“OPT”) and Infologix — DDMS, Inc. a limited liability company (“DDMS”, and collectively with Infologix, ISC, Embedded and Opt, “Borrower”). Capitalized terms used herein without definition shall have the same meanings given them in the Forbearance Agreement (as defined below).
Re: Earn Out AgreementEarn Out Agreement • November 25th, 2009 • InfoLogix Inc • Services-business services, nec • Delta
Reference is made to that certain Earn Out Agreement dated May 2, 2008 (the “Earn Out Agreement”) by and between Delta Health Systems, Inc. (“Delta”) and InfoLogix Systems Corporation (the “Company”). Capitalized terms used but not defined herein shall have the meaning given to them in the Earn Out Agreement. In consideration of the mutual promises made in this letter agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
AGREEMENT AND PLAN OF MERGER by and among STANLEY BLACK & DECKER, INC., ICONIC MERGER SUB, INC., and INFOLOGIX, INC.Merger Agreement • December 16th, 2010 • InfoLogix Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 15, 2010 (this “Agreement”), is made by and among STANLEY BLACK & DECKER, INC., a Connecticut corporation (“Parent”), ICONIC MERGER SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and INFOLOGIX, INC., a Delaware corporation (the “Company”).
AMENDMENTServices Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec
This Amendment (“Amendment”) entered into October 9, 2006, by and between Infologix, Inc., a Delaware corporation (“Client”) and Futura Services, Inc., a Pennsylvania corporation (“Futura”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2009 • InfoLogix Inc • Services-business services, nec • California
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of May 31, 2009 (this “Second Amendment”), among InfoLogix, Inc., a Delaware corporation (“Parent Borrower”), InfoLogix Systems Corporation, a Delaware corporation (“ISC”), Embedded Technologies, LLC, a Delaware limited liability company (“Embedded”), Opt Acquisition LLC, a Pennsylvania limited liability company (“Opt”) and InfoLogix–DDMS, Inc., a Delaware corporation (“DDMS”) (Parent Borrower, ISC, Embedded, Opt and DDMS are each referred to herein as a “Borrower” and collectively as the “Borrowers”) and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Lender”). Reference is made to that certain Loan and Security Agreement dated as of May 1, 2008 by and among the Borrowers and the Lender, as amended by the First Amendment to Loan and Security Agreement (the “First Amendment”) dated November 19, 2008 (as amended and in effect from time to time, the “Loan Agreement”). Capitalized terms used herein and which are n
SECURITIES ACCOUNT PLEDGE AGREEMENTSecurities Account Pledge Agreement • March 29th, 2007 • InfoLogix Inc • Services-business services, nec • Pennsylvania
THIS SECURITIES ACCOUNT PLEDGE AGREEMENT (this “Agreement”) is dated March 23, 2007 by INFOLOGIX SYSTEMS CORPORATION (formerly known as InfoLogix Inc.), a Delaware corporation (the “Pledgor”) for benefit of SOVEREIGN BANK (the “Bank”). Pledgor, intending to be legally bound hereby, agrees as follows:
THIRD AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • November 23rd, 2009 • InfoLogix Inc • Services-business services, nec • California
THIS THIRD AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into this 23rd day of September, 2009, by and among HERCULES TECHNOLOGY GROWTH CAPITAL, INC. a Maryland corporation (“Lender”), and INFOLOGIX, INC., a Delaware corporation (“Infologix”), INFOLOGIX SYSTEMS CORPORATION, a Delaware corporation (“ISC”), EMBEDDED TECHNOLOGIES, LLC, a Delaware limited liability company (“Embedded”), OPT ACQUISITION, LLC, a Pennsylvania limited liability company (“OPT”) and INFOLOGIX — DDMS, INC. a limited liability company (“DDMS”, and collectively with Infologix, ISC, Embedded and Opt, “Borrower”). Capitalized terms used herein without definition shall have the same meanings given them in the Forbearance Agreement (as defined below).
