Exhibit 4.3


 


	
  No. 15

  	
  16,823,688  Shares

  



 


INFOLOGIX, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


VOID AFTER 5:30 P.M., EASTERN 

TIME, ON THE EXPIRATION DATE


 


THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION
PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.


 


FOR VALUE RECEIVED, INFOLOGIX, INC., a Delaware corporation (the “Company”),
hereby agrees to sell upon the terms and on the conditions hereinafter set
forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date
(as hereinafter defined) to Hercules Technology I, LLC, a Delaware limited
liability company (“HTI”) or registered assigns (the “Holder”), under
the terms as hereinafter set forth, 16,823,688  fully paid and
non-assessable shares of the Company’s Common Stock, par value $0.00001 per
share (the “Warrant Stock”), at a purchase price of $0.0743 per share (the “Warrant
Price”), pursuant to this warrant (this “Warrant”).  The number of shares of Warrant Stock to be
so issued and the Warrant Price are subject to adjustment in certain events as
hereinafter set forth.  The term “Common
Stock” shall mean, when used herein, unless the context otherwise requires, the
stock and other securities and property at the time receivable upon the
exercise of this Warrant.


 


1.               Exercise of Warrant.


 


a.               The Holder may exercise this
Warrant in accordance with its terms at any time after the Charter Amendment
Approval(as such term is defined in the Debt Conversion Agreement dated November 20,
2009 (the “Debt Conversion Agreement”), by and between the Company and
HTI, has been received and the Charter Amendment (as such term is defined in
the Debt Conversion Agreement) has been accepted for filing by the Delaware
Secretary of State’s Office (the date of such filing the “Trigger Date”)
by completing the subscription form attached hereto and surrendering this
Warrant to the Company at the address set forth in Section 10, accompanied
by payment in full of the purchase price for the number of shares of Warrant
Stock specified in the subscription form, or as otherwise provided in this
Warrant, prior to 5:30 p.m., Eastern Time, on the fifth anniversary of the
Trigger Date (the “Expiration Date”). 
Payment of the purchase price may be made (i) in cash or certified
check or by bank draft in lawful money of the United States of America or (ii) in
accordance with the net issuance formula below (“Net Issuance”).


 


If the Holder elects the Net Issuance method of payment, then the
Company shall issue to Holder upon exercise such number of shares of Common Stock
determined in accordance with the following formula:


 


X=Y(A-B)


A


 

















 


Where X = the number of
shares of Common Stock to be issued to Holder;


 


Y
= the number of shares of Common Stock with respect to which Holder is
exercising its rights under this Warrant;


 


A
= the fair market value of one (1) share of Common Stock on the date of
exercise; and


 


B = the Warrant Price.


 


For purposes of the above
calculation, the fair market value shall mean:


 


(i)           if the Common Stock is
listed or traded on the Nasdaq Stock Market (“Nasdaq”) or any United States
securities exchange or quoted on any securities quotation service operated by
Nasdaq (including the OTC Bulletin Board), the closing price of a share of such
Common Stock on the date of exercise of the Warrant; or


 


(ii)          if at any time the Common
Stock is not listed or traded on any United States stock exchange or quoted on
any securities quotation service operated by Nasdaq, the fair market value
determined in good faith by the Board of Directors of the Company and approved
by the Holder.  In the event the Holder
does not accept the valuation determined by the Board, then the Company and the
Holder shall, in good faith, select an independent valuation firm mutually
acceptable to each of them to conduct a valuation of the share price of the
Company. The Holder may elect, at its sole discretion, to receive the number of
shares issuable to it upon exercise of the Warrant, calculated using the fair
market value in determined in good faith by the Board of Directors.  Upon the determination of the independent
valuation firm, the Company and Holder will make adjustments to the issuance of
shares based on the determination of such independent valuation firm.  The determination of such independent
valuation firm shall be conclusive, absent manifest error, as between the
Company and the Holder for purposes herein. 
The Company shall pay all costs and expenses associated with the
engagement of the independent valuation firm.


 


b.              This Warrant may be
exercised in whole or in part so long as any exercise in part hereof would not
involve the issuance of fractional shares of Warrant Stock.  If exercised in part, the Company shall
deliver to the Holder a new Warrant, identical in form, in the name of the
Holder, evidencing the right to purchase the number of shares of Warrant Stock
as to which this Warrant has not been exercised, which new Warrant shall be
signed by the Chairman, Chief Executive Officer or President and the Secretary
or Assistant Secretary of the Company. 
The term Warrant as used herein shall include any subsequent Warrant
issued as provided herein.


 


c.               No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this
Warrant.  The Company shall pay cash in
lieu of fractional shares with respect to the Warrants based upon the fair
market value of such fractional shares of Common Stock (which shall be the
closing price of such shares on the exchange or market on which the Common
Stock is then traded) at the time of exercise of this Warrant.


 


d.              In the event of any exercise
of the rights represented by this Warrant, a certificate or certificates for
the Warrant Stock so purchased, registered in the name of the Holder, shall be
delivered to the Holder within a reasonable time after such rights shall have
been so exercised.  The person or entity
in whose name any certificate for the Warrant Stock is issued upon exercise of
the rights represented by this Warrant shall for all purposes be deemed to have
become the holder of record of such Warrant Stock 


 


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immediately prior to the close of business on the
date on which the Warrant was surrendered and payment of the Warrant Price and
any applicable taxes was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such Warrant Stock at the opening of
business on the next succeeding date on which the stock transfer books are
open.  Except as provided in Section 4
hereof, the Company shall pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Common
Stock on exercise of this Warrant.


 


2.               Disposition of Warrant Stock
and Warrant.


 


a.               The Holder hereby
acknowledges that (i) this Warrant and any Warrant Stock purchased
pursuant hereto are, as of the date hereof, not registered:  (A) under the Act on the ground that the
issuance of this Warrant is exempt from registration under Section 4(2) of
the Act as not involving any public offering or (B) under any applicable
state securities law because the issuance of this Warrant does not involve any
public offering and (ii) that the Company’s reliance on the Section 4(2) exemption
of the Act and under applicable state securities laws is predicated in part on
the representations hereby made to the Company by the Holder.  The Holder represents and warrants that he,
she or it is acquiring this Warrant and will acquire the Warrant Stock for
investment for its own account, with no present intention of dividing his, her
or its participation with others or reselling or otherwise distributing the
same, subject.


 


b.              Subject to compliance with
applicable federal and state securities laws and the immediately following
sentence, and if such intended transferee is not an affiliate of the Holder and
the intended transferee provides a duly executed written confirmation that the
representations and warranties in Section 2(a) of this Warrant are
true and correct as to such intended transferee, this Warrant and all rights
hereunder are transferable, in whole or in part, without charge to the holder
hereof (except for transfer taxes) upon surrender of this Warrant properly
endorsed.  The Holder hereby agrees that
it will not sell or transfer all or any part of this Warrant and/or Warrant
Stock unless and until it shall first have given notice to the Company
describing such sale or transfer and furnished to the Company either (i) an
opinion, reasonably satisfactory to counsel for the Company, of counsel
(skilled in securities matters, selected by the Holder and reasonably
satisfactory to the Company) to the effect that the proposed sale or transfer
may be made without registration under the Act and without registration or
qualification under any state law, or (ii) an interpretative letter from
the Securities and Exchange Commission to the effect that no enforcement action
will be recommended if the proposed sale or transfer is made without
registration under the Act.  Each taker
and holder of this Warrant, by taking or holding the same, consents and agrees
that this Warrant, when endorsed in blank, shall be deemed negotiable subject
to the transfer restrictions provided for herein, and that the holder hereof,
when this Warrant shall have been so endorsed and its transfer recorded on the
Company’s books, shall be treated by the Company and all other persons dealing
with this Warrant as the absolute owner hereof for any purpose and as the
person entitled to exercise the rights represented by this Warrant and,
notwithstanding any other provision of this Warrant to the contrary, shall be
the Holder as referred to in this Warrant.


 


The proper transfer of this Warrant shall be recorded in the registry
referred to in Section 6(c) upon receipt by the Company of a notice
of transfer in the form attached hereto as Exhibit II (the “Transfer
Notice”), at its principal offices and the payment to the Company of all
transfer taxes and other governmental charges imposed on such transfer.  Until the Company receives such Transfer
Notice, the Company may treat the registered owner hereof as the owner for all
purposes.


 


c.               If, at the time of issuance
of the shares issuable upon exercise of this Warrant, no registration statement
is in effect with respect to such shares under applicable provisions of the
Act, the Company may at its election require that the Holder provide the
Company with written reconfirmation of the 


 


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Holder’s investment intent and that any stock
certificate delivered to the Holder of a surrendered Warrant shall bear legends
reading substantially as follows:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT.”


 


In addition, so long as the foregoing legend may remain on any stock
certificate delivered to the Holder, the Company may maintain appropriate “stop
transfer” orders with respect to such certificates and the shares represented
thereby on its books and records and with those to whom it may delegate
registrar and transfer functions.


 


3.               Reservation of Shares.  The Company hereby agrees that at all times
there shall be reserved for issuance upon the exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance upon
exercise of this Warrant and shall at all times have a sufficient number of
authorized shares so as to permit the issuance of the shares of Common Stock
upon exercise of this Warrant.  The
Company further agrees that all shares of Warrant Stock represented by this
Warrant will be duly authorized and will, upon issuance and against payment of
the Warrant Price, be validly issued, fully paid and non-assessable.


 


4.               Exchange, Transfer or
Assignment of Warrant.  This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other Warrants of different denominations,
entitling the Holder or Holders thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder.  Upon surrender of this Warrant to the Company
or at the office of its stock transfer agent, if any, with funds sufficient to
pay any transfer tax, the Company shall, without charge, execute and deliver a
new Warrant in the name of the assignee named in such instrument of assignment
and this Warrant shall promptly be canceled.


 


5.               Capital Adjustments.  This Warrant is subject to the following
further provisions:


 


a.               Recapitalization,
Reclassification and Succession.  If any recapitalization of the Company or
reclassification of its Common Stock or any merger or consolidation of the
Company into or with a corporation or other business entity, or the sale or
transfer of all or substantially all of the Company’s assets or of any
successor corporation’s assets to any other corporation or business entity (any
such corporation or other business entity being included within the meaning of
the term “successor corporation”) shall be effected, at any time while this
Warrant remains outstanding and unexpired, then, as a condition of such
recapitalization, reclassification, merger, consolidation, sale or transfer,
lawful and adequate provision shall be made whereby the Holder of this Warrant
thereafter shall have the right to receive upon the exercise hereof as provided
in Section 1 and in lieu of the shares of Common Stock immediately
theretofore issuable upon the exercise of this Warrant, such shares of capital
stock, securities or other property as may be issued or payable with respect to
or in exchange for a number of outstanding shares of Common Stock equal to the
number of shares of Common Stock immediately theretofore issuable upon the
exercise of this Warrant had such recapitalization, reclassification, merger,
consolidation, sale or transfer not taken place, and in each such case, the
terms of this Warrant shall be applicable to the shares of stock or other
securities or property receivable upon the exercise of this Warrant after such
consummation.


 


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b.              Subdivision or Combination
of Shares.  If the
Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its Common Stock, the number of shares of Warrant Stock
purchasable upon exercise of this Warrant and the Warrant Price shall be
proportionately adjusted.


 


c.               Stock Dividends and Distributions.  If the Company at any time while this Warrant
is outstanding and unexpired shall issue or pay the holders of its Common
Stock, or take a record of the holders of its Common Stock for the purpose of
entitling them to receive, a dividend payable in, or other distribution of,
Common Stock, then (i) the Warrant Price shall be adjusted in accordance
with Section 5(d) and (ii) the number of shares of Warrant Stock
purchasable upon exercise of this Warrant shall be adjusted to the number of
shares of Common Stock that Holder would have owned immediately following such
action had this Warrant been exercised immediately prior thereto.


 


d.              Warrant Price Adjustment.  Whenever the number of shares of Warrant
Stock purchasable upon exercise of this Warrant is adjusted, as herein
provided, the Warrant Price payable upon the exercise of this Warrant shall be
proportionately adjusted.


 


e.               Certain Shares Excluded.  The number of shares of Common Stock
outstanding at any given time for purposes of the adjustments set forth in this
Section 5 shall exclude any shares then directly or indirectly held in the
treasury of the Company.


 


f.                 Deferral and Cumulation of
De Minimis Adjustments.  The
Company shall not be required to make any adjustment pursuant to this Section 5
if the amount of such adjustment would be less than one percent (1%) of the
Warrant Price in effect immediately before the event that would otherwise have
given rise to such adjustment.  In such
case, however, any adjustment that would otherwise have been required to be
made shall be made at the time of and together with the next subsequent
adjustment which, together with any adjustment or adjustments so carried
forward, shall amount to not less than one percent (1%) of the Warrant Price in
effect immediately before the event giving rise to such next subsequent
adjustment.


 


6.               Notice To Holders.


 


a.               Notice of Record Date.  In case:


 


(i)                  the Company shall take a
record of the holders of its Common Stock (or other stock or securities at the
time receivable upon the exercise of this Warrant) for the purpose of entitling
them to receive any dividend (other than a cash dividend payable out of earned
surplus of the Company) or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any other securities;


 


(ii)               of any capital
reorganization of the Company, any reclassification of the capital stock of the
Company, any consolidation with or merger of the Company into another
corporation, or any conveyance of all or substantially all of the assets of the
Company to another corporation; or


 


(iii)            of any voluntary
dissolution, liquidation or winding-up of the Company;


 


then, and in each such case, the Company will mail or cause to be
mailed to the Holder hereof a notice specifying, as the case may be, (i) the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation
or winding-up is to take place, and the time, if any, is to be fixed, as of
which the holders of record of Common Stock (or such stock or securities at the
time receivable upon the exercise of 


 


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this Warrant) shall be entitled to exchange their shares of Common
Stock (or such other stock or securities) for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
conveyance, dissolution or winding-up. 
Such notice shall be mailed at least 15 days prior to the record date
therein specified; provided, however, failure to provide any such notice shall
not affect the validity of such transaction.


 


b.              Notice of Adjustment.  Whenever any adjustment shall he made
pursuant to Section 5 hereof, the Company shall promptly notify the Holder
of this Warrant of the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Warrant
Price and number of shares of Warrant Stock purchasable upon exercise of this
Warrant after giving effect to such adjustment.


 


c.               Warrant Register.  The Company shall maintain a registry showing
the name and address of the registered holder of this Warrant.  Holder may change such address by giving
written notice of the change to the Company.


 


7.               Loss, Theft, Destruction or
Mutilation.  Upon
receipt by the Company of evidence satisfactory to it of the ownership and the
loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, of indemnity satisfactory to the Company and, in
the case of mutilation, upon surrender and cancellation thereof, the Company
will execute and deliver a new Warrant of like tenor dated the date hereof.


 


8.               Warrant Holder not a
Stockholder.  The Holder
of this Warrant, as such, shall not be entitled by reason of this Warrant to
any rights whatsoever as a stockholder of the Company.


 


9.               Information Rights.  During the term of this Warrant and to the
extent it remains the Holder of this Warrant, HTI shall be entitled to the
information rights contained in Section 7.1 of that certain Amended and
Restated Loan and Security Agreement dated as of November 20, 2009 by and
among the Company, Hercules Technology Growth Capital, Inc. (“Hercules”)
InfoLogix Systems Corporation, Embedded Technologies, LLC, Opt Acquisition LLC
and Infologix-DDMS, Inc. (the “Loan Agreement”), provided that (A) the
Company shall not be required to deliver a Compliance Certificate (as defined
in the Loan Agreement) once all Indebtedness (as defined in the Loan Agreement)
owed by the Company to Hercules has been repaid, and (B) for as long as
the Holder is the lender under the Loan Agreement, the Company shall not be
required to make more than one delivery of each item of information pursuant to
Section 7.1 of the Loan Agreement.


 


10.           Notices.  Any notice required or contemplated by this
Warrant shall be deemed to have been duly given if transmitted by registered or
certified mail, return receipt requested, or nationally recognized overnight
delivery service, to the Company at its principal executive offices 101 E.
County Line Road, Suite 210, Hatboro, PA 19040, Attention:  Chief Executive Officer, or to the Holder at
the name and address set forth in the Warrant Register maintained by the
Company.


 


11.           Choice of Law.  THIS WARRANT IS ISSUED UNDER AND SHALL FOR
ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAW.


 


12.           Jurisdiction and Venue.  The Company and Holder hereby agree that any
dispute which may arise between them arising out of or in connection with this
Warrant shall be adjudicated before a court located in New Castle County,
Delaware and they hereby submit to the exclusive jurisdiction of the federal
and state courts of the State of Delaware located in New Castle County with
respect to any action 


 


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or legal proceeding commenced by any party, and
irrevocably waive any objection they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court or respecting
the fact that such court is an inconvenient forum, relating to or arising out
of this Warrant or any acts or omissions relating to the sale of the securities
hereunder.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under Section 10 and agrees
that such service shall constitute good and sufficient service of process and
notice thereof.


 


[Signature page follows.]


 


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IN WITNESS WHEREOF, the undersigned has duly executed this Warrant as
of this 20th day of November, 2009.


 


 


	
   

  	
  INFOLOGIX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Roberts

  
	
   

  	
  Name:

  	
  John A. Roberts

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


Signature
Page to Warrant to Purchase Common Stock (New)


 

















 


EXHIBIT I


 


FORM OF EXERCISE


 


(to be executed by the registered holder hereof)


 


1.                                       In lieu of
exercising the attached Warrant for cash, certified check or bank draft, the
undersigned hereby elects to effect the net issuance provision of Section 1
of this Warrant and receive                     
(leave blank if you choose Alternative No. 2 below) shares of common
stock, par value $0.00001 per share (“Common Stock”), of InfoLogix, Inc.
issuable pursuant to the terms of the Warrant. 
(Initial here if the undersigned elects this alternative)


 


2.                                       The undersigned
hereby exercises the right to purchase                     
(leave blank if you choose Alternative No. 1 above) shares of Common Stock
of InfoLogix, Inc. evidenced by the within Warrant Certificate for a
Warrant Price of $         per share
and herewith makes payment of the purchase price in full of $             .


 


3.                                       Kindly issue
certificates for shares of Common Stock (and for the unexercised balance of the
Warrants evidenced by the within Warrant Certificate, if any) in accordance
with the instructions given below.


 


	
   

  	
  Dated:                        ,
  20   .

  
	
   

  	
   

  
	
   

  	
   

  
	
  Instructions for
  registration of stock:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name (Please Print)

  	
   

  
	
   

  	
   

  
	
  Social Security or other
  identifying Number:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  City/State and Zip Code

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Instructions for
  registration of certificate representing

  the unexercised balance of Warrants (if any)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name (Please Print)

  	
   

  
	
  Social Security or other
  identifying Number:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
  City, State and Zip Code

  	
   

  
						



 

















 


EXHIBIT II


 


TRANSFER NOTICE


 


(To transfer or assign the foregoing Warrant execute this form and supply
required information.  Do not use this
form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby transferred and assigned to


 


	
   

  	
   

  	
   

  
	
  (Please Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  whose address is

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Holder’s Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Holder’s Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  
							



 


NOTE:  The signature to this
Transfer Notice must correspond with the name as it appears on the face of the
Warrant, without alteration or enlargement or any change whatever.  Officers of corporations and those acting in
a fiduciary or other representative capacity should file proper evidence of
authority to assign the foregoing Warrant.