Exhibit 4.2


 


	
  No. 14

  	
  250,000 Shares

  
	
   

  	
  (Replacement
  for Warrant

  No. 8 originally issued

  June 19,
  2009)

  



 


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 Growth Capital, Inc. or registered assigns (the “Holder”),
under the terms as hereinafter set forth, 250,000 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 payment in full of the purchase price 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 May 31,
2014 (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 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.


 


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 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 


 


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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 7(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 


 


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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 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 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, 


 


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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 


 


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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.               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, Hercules Technology Growth Capital, Inc. 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 and certain of its subsidiaries as Borrowers and
Hercules Technology Growth Capital, Inc. as lender (as 


 


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amended, the “Loan Agreement”), and Section 7.1
of the Loan Agreement is hereby incorporated into this Warrant by reference as
though fully set forth herein, 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 Technology Growth Capital, Inc. 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 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.


 


[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


 

















 


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 an
Exercise Price of $.0743 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)

  	
   

  	
   

  
						



 


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  Name
  (Please Print)

  	
   

  	
   

  
	
  Social
  Security or other identifying Number:                  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
  City,
  State and Zip Code

  	
   

  	
   

  



 


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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.


 


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