LOAN AGREEMENT,
INCLUDING, WITHOUT LIMITATION, SECTION 7.7 THEREOF, PROVIDED THAT THE CAPITAL
RAISE DATE HAS OCCURRED PRIOR TO THE CUT-OFF DATE, INFOLOGIX SHALL BE PERMITTED
TO MAKE PERMITTED ACQUISITIONS (AS DEFINED BELOW).
IF THE CAPITAL RAISE DATE
DOES NOT OCCUR PRIOR TO THE CUT-OFF DATE, INFOLOGIX SHALL NOT BE PERMITTED TO
MAKE PERMITTED ACQUISITIONS.
(B)
AS USED HEREIN, "PERMITTED ACQUISITION" MEANS ANY ACQUISITION BY
INFOLOGIX, WHETHER BY PURCHASE, MERGER OR OTHERWISE, OF ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF, ALL OF THE EQUITY INTERESTS OF, OR A BUSINESS LINE OR UNIT OR
A DIVISION OF, ANY PERSON WHICH IS ORGANIZED IN AND WHOSE OPERATIONS AND ASSETS
ARE CONDUCTED AND LOCATED IN THE UNITED STATES OF AMERICA; PROVIDED THAT,
(I)
THE ACQUISITION CONSIDERATION PAID (A) IN CONNECTION WITH ANY ONE
ACQUISITION SHALL NOT EXCEED FOUR MILLION DOLLARS ($4,000,000.00) IN CASH AND
TEN MILLION DOLLARS ($10,000,000.00) IN THE AGGREGATE AND (B) FOR ALL PERMITTED
ACQUISITIONS DURING ANY TWELVE (12) MONTH PERIOD SHALL NOT EXCEED EIGHT MILLION
DOLLARS ($8,000,000.00) IN CASH AND TWENTY MILLION DOLLARS ($20,000,000.00) IN
THE AGGREGATE;
(II)
BOTH AT THE TIME OF THE ACQUISITION OR THE ENTRY BY INFOLOGIX
INTO ANY AGREEMENT RELATING THERETO, THERE IS NO EXISTING DEFAULT OR EVENT OF
DEFAULT, AND NO DEFAULT OR EVENT OF DEFAULT WOULD EXIST IMMEDIATELY AFTER THE
CONSUMMATION OF THE PERMITTED ACQUISITION;
(III)
ALL TRANSACTIONS IN CONNECTION THEREWITH SHALL BE CONSUMMATED, IN
ALL MATERIAL RESPECTS, IN ACCORDANCE WITH ALL APPLICABLE LAWS AND IN CONFORMITY
WITH ALL APPLICABLE LAWS;
(IV)
INFOLOGIX SHALL HAVE DELIVERED TO BANK AT LEAST TEN (10) BUSINESS
DAYS PRIOR TO SUCH PROPOSED ACQUISITION (A) A COMPLIANCE CERTIFICATE AND
SUPPORTING CALCULATIONS EVIDENCING COMPLIANCE WITH SECTION 8 OF THE LOAN
AGREEMENT BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH ACQUISITION AND PRO FORM
COMPLIANCE WITH SECTION 8 OF THE LOAN AGREEMENT FOR THE TWELVE (12) MONTH PERIOD
FOLLOWING SUCH ACQUISITION, (B) ALL RELEVANT FINANCIAL INFORMATION WITH RESPECT
TO SUCH ACQUIRED ASSETS OR EQUITY INTERESTS (AND ANY ISSUER THEREOF), INCLUDING,
WITHOUT LIMITATION, THE ACQUISITION CONSIDERATION FOR SUCH ACQUISITION AND ANY
OTHER INFORMATION REQUIRED TO DEMONSTRATE COMPLIANCE WITH SECTION 8 OF THE LOAN
AGREEMENT, (C) PROJECTIONS PREPARED BY INFOLOGIX GIVING PRO-FORMA EFFECT TO SUCH
ACQUISITION, IN FORM AND CONTENT SATISFACTORY TO BANK, FOR THE NEXT SUCCEEDING
TWELVE (12) MONTH PERIOD, SHOWING, INTER ALIA, THAT AS A RESULT OF SUCH
PERMITTED ACQUISITION THERE WILL BE NO BREACH OF ANY OF THE COVENANTS SET FORTH
IN SECTION 8 OF THE LOAN AGREEMENT AND THAT INFOLOGIX SHALL HAVE AN AGGREGATE
NET CASH POSITION AND UNDRAWN AVAILABILITY OF AT LEAST TWO MILLION DOLLARS
($2,000,000.00) FOR THE THIRTY (30) DAY PERIOD FOLLOWING SUCH ACQUISITION AND
(D) EXECUTED COPIES OF ALL MATERIAL DOCUMENTS AND AGREEMENTS (OR THE MOST
CURRENT DRAFTS OF SUCH DOCUMENTS IF UNEXECUTED) IN CONNECTION WITH SUCH
ACQUISITION;
9
(V)
ANY PERSON OR ASSETS OR DIVISION AS ACQUIRED IN ACCORDANCE
HEREWITH SHALL BE IN SAME BUSINESS OR LINES OF BUSINESS IN WHICH INFOLOGIX IS
ENGAGED OR A SIMILAR OR RELATED BUSINESS OR LINE OF BUSINESS