PERFORM THE TERMS AND CONDITIONS OF
THIS AMENDMENT AND EACH OF THE DOCUMENTS EXECUTION IN CONNECTION HEREWITH, (II)
THE INCUMBENCY OF THE OFFICERS, BOARD MEMBERS, MEMBERS OR MANAGERS, AS
APPLICABLE, OF SUCH BORROWER, AND (III) THAT EXCEPT AS PROVIDED FOR THEREIN,
THERE HAS BEEN NO CHANGE IN THE FORMATION AND GOVERNING DOCUMENTS OF SUCH
BORROWER SINCE MARCH 16, 2006.
IF THERE HAS BEEN A CHANGE IN THE FORMATION
AND/OR GOVERNING DOCUMENTS OF ANY BORROWER, A COPY OF SUCH FORMATION AND/OR
GOVERNING DOCUMENT (ALONG WITH ALL AMENDMENTS AND MODIFICATIONS THERETO) SHALL
BE DELIVERED TO BANK ALONG WITH A CERTIFICATION FROM THE APPLICABLE BORROWER
THAT SUCH DOCUMENT IS A TRUE AND CORRECT COPY OF THE FORMATION AND/OR COVERING
DOCUMENT THROUGH THE DATE OF SUCH CERTIFICATE.
(E)
GOOD STANDING CERTIFICATES.
WITHIN THIRTY (30) DAYS OF THE DATE
HEREOF, A GOOD STANDING CERTIFICATE FROM THE STATE OF INCORPORATION OF EACH
BORROWER CERTIFYING TO THE GOOD STANDING AND STATUS OF SUCH BORROWER, GOOD
STANDING/FOREIGN QUALIFICATION CERTIFICATES FROM ALL OTHER JURISDICTIONS IN
WHICH ANY BORROWER IS REQUIRED TO BE QUALIFIED TO DO BUSINESS.
13.
CONDITIONS PRECEDENT TO MERGER.
THE CONSENT AND WAIVERS SET FORTH
IN SECTION 1 HEREOF WITH RESPECT TO THE MERGER, ARE CONTINGENT UPON RECEIPT BY
BANK OF THE FOLLOWING, EACH OF WHICH SHALL BE IN FORM AND CONTENT SATISFACTORY
TO BANK:
(A)
A FULLY EXECUTED SURETY AGREEMENT OF PUBLIC SHELL (THE "PUBLIC
SHELL GUARANTY");
(B)
A FULLY EXECUTED SECURITIES PLEDGE AGREEMENT EXECUTED BY PUBLIC
SHELL (THE "PUBLIC SHELL SECURITIES PLEDGE") ALONG WITH THE ORIGINAL STOCK
CERTIFICATES OF MERGER SHELL AND EXECUTED BLANK STOCK POWERS;
(C)
COPY OF THE FULLY EXECUTED AUTHORIZING RESOLUTIONS REGARDING THE
MERGER, CERTIFIED TO BE TRUE AND CORRECT BY THE SECRETARY OF INFOLOGIX AND THE
MERGER SHELL;
(D)
EVIDENCE THAT INFOLOGIX IS THE CORPORATION SURVIVING THE MERGER
AND THAT ITS STATE OF FORMATION AFTER THE MERGER IS THE STATE OF DELAWARE;
(E)
A COPY OF THE ARTICLES OF MERGER AND THE PLAN OF MERGER ALONG WITH
EVIDENCE THAT SUCH DOCUMENT HAS BEEN DELIVERED TO THE APPLICABLE SECRETARY OF
STATE FOR FILING, WITH A FILED COPY OF SUCH ARTICLES OF MERGER AND PLAN OF
MERGER, CERTIFIED TO BE TRUE AND CORRECT BY THE APPLICABLE SECRETARY OF STATE,
WITHIN THIRTY (30) DAYS AFTER THE CONSUMMATION OF THE MERGER;
(F)
COPY OF THE BY-LAWS OF THE COMPANY SURVIVING THE MERGER,
CERTIFIED TO BE TRUE AND CORRECT BY THE SECRETARY OF SUCH COMPANY;
(G)
OPINION OF COUNSEL TO INFOLOGIX REGARDING THE MERGER, WHICH SHALL
INCLUDE, WITHOUT LIMITATION, THE FOLLOWING OPINIONS:
(I)
THE MERGER HAS BEEN COMPLETED IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND ALL NECESSARY CONSENTS, APPROVALS AND/OR AUTHORIZATIONS REQUIRED IN
CONNECTION WITH THE MERGER HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT.
(II)
AFTER THE CONSUMMATION OF THE MERGER, INFOLOGIX RETAINS ALL
ASSETS, PROPERTIES, RIGHTS AND REMEDIES OF INFOLOGIX PRIOR TO THE CONSUMMATION
OF THE MERGER, INCLUDING, WITHOUT LIMITATION, ALL ASSETS OF INFOLOGIX PREVIOUSLY
GRANTED, PLEDGED OR ASSIGNED BY INFOLOGIX TO
12
BANK AS COLLATERAL AND INFOLOGIX IS THE SOLE