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”).
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”).
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.
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”).
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”).
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:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
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”).
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”).
TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
THIS SECOND AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made effective as of the day of , 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”).
ADVISORY AGREEMENTAdvisory Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
THIS AGREEMENT (the “Agreement”), dated as of July 17, 2006, by and between InfoLogix, Inc., a Delaware corporation (the “Company”), and Warren V. Musser or his designee (collectively with such other consultants that Warren V. Musser shall engage), the “Advisor”).
SERVICES AGREEMENTServices Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Pennsylvania
This Services Agreement (“Agreement”) entered into this 17th day of July 2006, by and between Infologix, Inc., a Delaware corporation having a place of business at 101 E. County Line Road, Hatboro, PA 19040 (“Client”) and Futura Services, Inc., a Pennsylvania corporation having a place of business at 3599 Marshall Lane, Bensalem, PA 19020 (“Futura”) (each a “Party” and collectively the “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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2006 • InfoLogix Inc • Services-business services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 29, 2006, between InfoLogix, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A to this Agreement (each, an “Investor” and collectively, the “Investors”).
