EXHIBIT
10.2


 


AMENDMENT
TO FORBEARANCE AGREEMENT


 


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).


 


RECITALS


 


A.            Borrower and Lender have entered into that
certain Loan and Security Agreement dated as of May 1, 2008, Amendment No. 1
to the Loan and Security Agreement dated as of November 19, 2008,
Amendment No. 2 to the Loan and Security Agreement dated as of May 31,
2009, and that certain Forbearance Agreement dated as of July 31, 2009 (as
may be amended, restated, or otherwise modified, the “Loan Agreement”),
pursuant to which Lender has agreed to extend and make available to Borrower
certain advances of money.


 


B.            Borrower and Lender have entered into that
certain Forbearance Agreement dated as of July 31, 2009, (the “Forbearance Agreement”), pursuant to
which Lender agreed to forbear from exercising its remedies under the Loan Agreement
as a result of the Specified Default, subject to the terms and conditions, and
for the period specified in the Forbearance Agreement.


 


C.            Borrower and Lender have agreed to amend the
Forbearance Agreement upon the terms and conditions more fully set forth
herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing Recitals and intending to be
legally bound, the parties hereto agree as follows:


 


1.             AMENDMENTS.


 


SCHEDULE A
TO FORBEARANCE AGREEMENT. 
Schedule A to Forbearance Agreement is amended by deleting paragraphs 1
and 2 and replacing them with the following:


 


“1.           Borrower (i) fails to deliver to Lender on the
last Business Day of each calendar week a written report updating Lender on the
progress of the ongoing negotiations with New Spring Capital LLC and its
affiliates (collectively, “New Spring”) 
in connection with the proposed minimum $15 million equity investment in
Borrower (the “Equity Investment”) or (ii) fails to deliver to Lender on
or before August 20, 2009, and executed term sheet and commitment letter
identifying the terms and conditions for such Equity Investment, the terms of
which are reasonably acceptable to Lender.


 

















 


2.             Borrower fails to file with the Securities and
Exchange Commission on or before August 20, 2009 either (a) a proxy
statement seeking stockholder approval for the Equity Investment or (b) a
registration statement relating to the issuance of shares in a rights offering
to its stockholders with minimum anticipated proceeds of $15 million to
Borrower.”


 


2.             BORROWER’S
REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants that:


 


(a)           Borrower has the corporate power and
authority to execute and deliver this Amendment and to perform its obligations
under the Loan Agreement, as amended by this Amendment;


 


(b)           the execution and delivery by Borrower of
this Amendment and the performance by Borrower of its obligations under the
Loan Agreement, as amended, have been duly authorized by all necessary
corporate action on the part of Borrower;


 


(c)           this Amendment has been duly executed and
delivered by Borrower and is the binding obligation of Borrower, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or
other similar laws of general application and equitable principles relating to
or affecting creditors’ rights; and


 


Borrower understands and
acknowledges that Lender is entering into this Amendment in reliance upon, and
in partial consideration for, the above representations and warranties, and
agrees that such reliance is reasonable and appropriate.


 


3.             LIMITATION.  The amendments set forth in this Amendment
shall be limited precisely as written and shall not be deemed (a) to be a
waiver or modification of any other term or condition of the Loan Agreement or
of any other instrument or agreement referred to therein or to prejudice any
right or remedy which Lender may now have or may have in the future under or in
connection with the Loan Agreement or any instrument or agreement referred to
therein; or (b) to be a consent to any future amendment or modification or
waiver to any instrument or agreement the execution and delivery of which is
consented to hereby, or to any waiver of any of the provisions thereof.  Except as expressly amended hereby, the Loan
Agreement shall continue in full force and effect.


 


4.             EFFECTIVENESS.  This Amendment shall become effective upon
the satisfaction of all the following conditions precedent:


 


4.1          Amendment.  Borrower and Lender shall have duly executed
and delivered this Amendment to Lender.


 


5.             COUNTERPARTS.  This Amendment may be signed in any number of
counterparts, and by different parties hereto in separate counterparts, with
the same effect as if 


 


2

















 


the
signatures to each such counterpart were upon a single instrument.  All counterparts shall be deemed an original
of this Amendment.


 


6.             INTEGRATION.  This Amendment and any documents executed in
connection herewith or pursuant hereto contain the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior
agreements, understandings, offers and negotiations, oral or written, with
respect thereto and no extrinsic evidence whatsoever may be introduced in any
judicial or arbitration proceeding, if any, involving this Amendment; except
that any financing statements or other agreements or instruments filed by
Lender with respect to Borrower shall remain in full force and effect.


 


7.             GOVERNING
LAW; VENUE.  THIS
AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.  Borrower and Lender each submit to the
exclusive jurisdiction of the State and Federal courts in Santa Clara County,
California.


 


[signature
page follows]


 


3

















 


IN WITNESS WHEREOF, the parties have duly
authorized and caused this Amendment to be executed as of the date first
written above.


 


	
  BORROWER:

  	
   

  
	
   

  	
   

  
	
  INFOLOGIX, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David T. Gulian

  	
   

  
	
   

  	
   

  
	
  Name: David Gulian

  	
   

  
	
   

  	
   

  
	
  Title: President

  	
   

  
	
   

  	
   

  
	
  INFOLOGIX SYSTEMS CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David T. Gulian

  	
   

  
	
   

  	
   

  
	
  Name: David Gulian

  	
   

  
	
   

  	
   

  
	
  Title: President

  	
   

  
	
   

  	
   

  
	
  OPT ACQUISITION, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David T. Gulian

  	
   

  
	
   

  	
   

  
	
  Name: David Gulian

  	
   

  
	
   

  	
   

  
	
  Title: President

  	
   

  
	
   

  	
   

  
	
  EMBEDDED TECHNOLOGIES, LLC

  	
   

  
	
  By: INFOLOGIX, INC. its
  sole member

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David T. Gulian

  	
   

  
	
   

  	
   

  
	
  Name: David Gulian

  	
   

  
	
   

  	
   

  
	
  Title: President

  	
   

  
	
   

  	
   

  
	
  INFOLOGIX – DDMS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David T. Gulian

  	
   

  
	
   

  	
   

  
	
  Name: David Gulian

  	
   

  
	
   

  	
   

  
	
  Title: President

  	
   

  



 

















 


	
  LENDER:

  	
   

  
	
   

  	
   

  
	
  HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Scott Harvey

  	
   

  
	
   

  	
   

  
	
  Name: Scott Harvey

  	
   

  
	
   

  	
   

  
	
  Title: Chief Legal Officer