Exhibit 4.9


 


	
  No. 12A

  	
   

  	
  12,000
  Shares

  



 


	
   

  	
  Originally issued
  November 20, 2009 (as a replacement for Warrant No. 5 issued
  November 29, 2006)

  
	
   

  	
   

  
	
   

  	
  Amended and Restated as of
  March 5, 2010

  



 


INFOLOGIX,
INC.


 


AMENDED
AND RESTATED 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,
12,000 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 $1.8575
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 November 29,
2011 (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 Warrant 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 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 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.


 


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.


 


This Warrant No. 12A replaces and
supersedes that Warrant No. 12 granted by the Company to the Holder on November 20,
2009.


 


Signature
Page Follows


 

















 


IN WITNESS WHEREOF, the
undersigned has duly executed this Warrant as of this 5th day of March, 2010.


 


 


	
   

  	
  INFOLOGIX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DAVID T. GULIAN

  
	
   

  	
   

  	
  Name: David T. Gulian

  
	
   

  	
   

  	
  Title: President and CEO

  



 


Signature
Page to Replacement Warrant - Carter