Exhibit 4.6


 


	
  No. 9

  	
  750,000
  Shares

  
	
   

  	
  (Replacement for Warrant

  
	
   

  	
  No. 1 originally issued

  
	
   

  	
  November 29, 2006)

  



 


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 David T. Gulian or registered
assigns (the “Holder”), under  the  terms 
as hereinafter set forth, 750,000 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 according to its terms by completing the subscription
form attached hereto and surrendering this Warrant to the Company at the
address set forth in Section 9, accompanied by cash, certified check or
bank draft in payment of the purchase price, in lawful money of the United
States of America, for the number of shares of the Warrant Stock specified in
the subscription form, or as otherwise provided in this Warrant, prior to 5:30 p.m.,
Eastern Time, on November 29, 2011 (the “Expiration Date”).


 


b.                      This Warrant
shall become exercisable according to the vesting schedule set forth in this Section 1(b).  This Warrant shall vest with respect to
593,750 Warrant Shares upon filing by the Company with the Delaware Secretary
of State in accordance with the Delaware General Corporation Law (“DGCL”) of an
amendment to its certificate of incorporation to


 

















 


provide for a sufficient
number of authorized shares of Common Stock that are unissued and unreserved
for issuance (the “Charter Amendment”) as shall be necessary to issue all of
the shares of Common Stock that are issuable upon exercise of this
Warrant.  Thereafter, with effect from February 28,
2009, 15,625 shares of Warrant Stock shall vest monthly until all shares of
Warrant Stock are fully vested.


 


c.                       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.


 


d.                       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.


 


e.                       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 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.


 


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.


 


b.          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 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 subsequent to the filing by the Company of the Charter Amendment
with the Delaware Secretary of State in accordance with the DGCL 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.  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 exercise 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.


 


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 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 be 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.               Notice of Charter Amendment.  The Company shall promptly notify the Holder


 

















 


when the Charter Amendment
has been filed by the Company with the Delaware Secretary of State in
accordance with the DGCL.


 


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.                   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.


 


10.             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.


 


11.             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 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,  and consent to the
service of process in the manner set forth in Section 9 of this Warrant.


 


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

  



 

















 


FORM OF
EXERCISE


 


(to be executed by the registered holder
hereof)


 


The undersigned hereby
exercises the right to purchase                  
shares of common stock, par value $0.00001 per share (“Common Stock”), of
InfoLogix, Inc. evidenced by the within Warrant Certificate for an
Exercise Price of $         per share
and herewith makes payment of the purchase price in full of $                 .  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