Exhibit 4.5


 


	
  No. 12

  	
  300,000 Shares

  
	
   

  	
  (Replacement
  for Warrant

  
	
   

  	
  No. 5
  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 Michael
M. Carter or registered assigns (the “Holder”), under  the 
terms  as hereinafter set forth,
300,000 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 in full 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.


 


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
  / David T. Gulian

  
	
   

  	
   

  	
  Name:
  David T. Gulian

  
	
   

  	
   

  	
  Title:
  President and CEO

  



 

















 


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