**Exhibit4.1**

 

** AMENDMENT NO. 3**

**TO**

**AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT**

 

**THISAMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT**(this “***Amendment***”) is datedas of June 25, 2010 and is entered into by and among InfoLogix, Inc.,a Delaware corporation (“Parent Borrower”), InfoLogix Systems Corporation,a Delaware corporation (“ISC”), Embedded Technologies, LLC, a Delaware limitedliability company (“Embedded”), Opt Acquisition LLC, a Pennsylvania limitedliability company (“Opt”), and InfoLogix—DDMS, Inc., a Delawarecorporation (“DDMS”) (Parent Borrower, ISC, Embedded, Opt and DDMS areeach referred to herein as a “Borrower” and collectively as “Borrowers”) andHercules Technology Growth Capital, Inc., a Maryland corporation (“Lender”).  Capitalized terms used but not defined hereinshall have the meanings ascribed to such terms in the Loan Agreement referredto below.

 

**RECITALS**

 

**A.****           **Borrowers andLender have entered into that certain Amended and Restated Loan and SecurityAgreement dated as of November 20, 2009, as Amended by that certainAmendment No. 1 to Amended and Restated Loan and Security Agreement datedas of February 19, 2010 and that certain Amendment No. 2 (“***Amendment No. 2***”) to Amendedand Restated Loan and Security Agreement dated as of April 6, 2010 (as maybe amended, restated, supplemented or otherwise modified, the “***Loan Agreement”)***.

 

**B.****           **Events ofDefault exist under (a) Section 9.1 and Section 9.2 of the LoanAgreement as a result of a breach of Section 2.1(c) and Section 2.6(a)(i) ofthe Loan Agreement, (b) Section 9.2 of the Loan Agreement as a resultof a breach of Section 7.20(d) of the Loan Agreement for the month ofFebruary 2010, and (c) Section 9.2 of the Loan Agreement as aresult of a breach of Section 7.20(a) of the Loan Agreement for theThree Month Measurement Period ending December 2009, February 2010, March 2010,April 2010 and May 2010; such Events of Default described in clauses(a), (b) and (c) are herein referred to as the “SpecifiedEvents of Default”.

 

**C.****           **Borrowersanticipate being in default under Section 9.2 of the Loan Agreement as aresult of a breach of Section 7.20(a) of the Loan Agreement for theMeasurement Period ending June 30, 2010 (such anticipatory defaulthereinafter referred to as the “Specified Anticipatory Default”).

 

**D.****           **Lender has madecertain discretionary overadvances to Borrowers, in order to enable Borrowersto pay certain critical expenses, despite the existence and continuance of theSpecified Events of Default (such now existing or hereinafter arisingdiscretionary overadvances, the “Discretionary Credit”)

 

**E.****           **Borrowers andLender have agreed to amend the Loan Agreement upon the terms and conditionsmore fully set forth herein.

 

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**AGREEMENT**

 

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

 

**1.****            ****AMENDMENTS**.

 

**1.1****         ****SECTION 1DEFINITIONS.**The following new clause (v) is added at theend of the definition of “Permitted Transfers” and the word “and” is deleted asit appears immediately before clause (iv):

 

“and (v) the sale of USPatent 6,121,960 and South Korean Patent KR10-1999-7001648, entitled “TouchScreen Systems and Methods” (together, the “Touch Screen Patents”) pursuant tothat certain Patent Purchase Agreement between Embedded and IntellectualVentures Fund 68, LLC, dated as of June 8, 2010, provided, thatconcurrently with receipt of proceeds of the sale of the Touch Screen Patents,such proceeds shall be applied as follows: *first,*to repaythe Discretionary Credit advanced by Lender and outstanding as of such date orreasonably anticipated to be outstanding after the date of such sale; and *second,*thereafter to the repayment of the SecuredObligations in Lender’s discretion.  NoTerm Loan Prepayment Charge shall be required for any prepayment of the TermLoans under this Section 2.6(a)(v).”

 

**2.****            ****BORROWERS REPRESENTATIONS AND WARRANTIES**.  Each Borrower represents and warrants that:

 

**(a)****          **immediately upon giving effect to thisAmendment (i) the representations and warranties contained in the LoanDocuments are true, accurate and complete in all material respects as of thedate hereof (except to the extent such representations and warranties relate toan earlier date, in which case they are true and correct as of such date), and(ii) no Event of Default has occurred and is continuing with other thanthe “Specified Events of Default” and “Specified Anticipatory Default”;

 

**(b)****          **such Borrower has the corporate power andauthority to execute and deliver this Amendment and to perform its obligationsunder the Loan Agreement, as amended by this Amendment;

 

**(c)****          **the certificate of incorporation, bylaws andother organizational documents of such Borrower delivered to Lender on theClosing Date remain true, accurate and complete and have not been amended,supplemented or restated and are and continue to be in full force and effect;

 

**(d)****          **the execution and delivery by Borrower ofthis Amendment and the performance by Borrower of its obligations under theLoan Agreement, as amended by this Amendment, have been duly authorized by allnecessary corporate action on the part of Borrower;

 

**(e)****          **this Amendment has been duly executed anddelivered by such Borrower and is the binding obligation of such Borrower,enforceable against it in 

 

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accordance with its terms, except as such enforceability may be limitedby bankruptcy, insolvency, reorganization, liquidation, moratorium or othersimilar laws of general application and equitable principles relating to oraffecting creditors’ rights; and

 

**(f)****           **as of the date hereof, it has no defensesagainst the obligations to pay any amounts under the Obligations.  Each Borrower acknowledges that Lender hasacted in good faith and has conducted in a commercially reasonable manner itsrelationships with Borrowers in connection with this Amendment and inconnection with the Loan Documents.

 

EachBorrower understands and acknowledges that Lender is entering into thisAmendment in reliance upon, and in partial consideration for, the aboverepresentations and warranties, and agrees that such reliance is reasonable andappropriate.

 

**3.****            ****LIMITATION**.  Theamendments set forth in this Amendment shall be limited precisely as writtenand shall not be deemed (a) to be a waiver or modification of any otherterm or condition of the Loan Agreement or of any other instrument or agreementreferred to therein or to prejudice any right or remedy which Lender may nowhave or may have in the future under or in connection with the Loan Agreementor any instrument or agreement referred to therein; or (b) to be a consentto any future amendment or modification or waiver to any instrument oragreement the execution and delivery of which is consented to hereby, or to anywaiver of any of the provisions thereof. Except as expressly amended hereby, the Loan Agreement shall continue infull force and effect.  Nothing hereinnor in the Loan Agreement shall be interpreted as creating an expectation byBorrowers that Lender has agreed in the future to additional extensions ofDiscretionary Credit (other than those expressly provided for under Section 2.1(c) ofthe Loan Agreement) and each Borrower acknowledges that extensions ofDiscretionary Credit are provided by Lender in its sole and absolute discretionand are repayable on demand.

 

**4.****            ****EFFECTIVENESS**.  ThisAmendment shall become effective upon the satisfaction of all the followingconditions precedent:

 

**4.1****         ****Amendment**.  Borrowers and Lender shall have duly executedand delivered this Amendment to Lender.

 

**4.2****         ****SALE OF TOUCH SCREEN PATENTS**.  Concurrently with the effectiveness of thisAmendment, the sale of the Touch Screen Patents shall have been consummatedsubstantially in accordance with its terms and Lender shall have receivedproceeds of not less than $1,980,000.

 

**5.****            ****COUNTERPARTS**.  ThisAmendment may be signed in any number of counterparts, and by different partieshereto in separate counterparts, with the same effect as if the signatures toeach such counterpart were upon a single instrument.  All counterparts shall be deemed an originalof this Amendment.

 

**6.****            ****GOVERNING LAW; VENUE.**  THIS AMENDMENT SHALL BE GOVERNED BY AND SHALLBE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS 

 

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OFTHE STATE OF CALIFORNIA.  Borrowers andLender each submit to the exclusive jurisdiction of the State and Federalcourts in Santa Clara County, California.

 

[signature page follows]

 

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**IN WITNESS WHEREOF**, the parties have dulyauthorized and caused this Amendment to be executed as of the date firstwritten above.

 

**BORROWERS**:

 
| INFOLOGIX, INC.                                |               |
|-----------------------------------------------------|--------------------|
| By:                                                 | /s/David T. Gulian |   |
| David  T. Gulian, President and CEO                 | ** **         |
|                                                |               |
| INFOLOGIX SYSTEMS  CORPORATION                      |               |
|                                                |               |
| By:                                                 | /s/David T. Gulian |   |
| David  T. Gulian, President                         | ** **         |
|                                                |               |
| OPT ACQUISITION LLC                                 |               |
| By: InfoLogix Systems  Corporation, its sole Member |               |
|                                                |               |
| By:                                                 | /s/David T. Gulian |   |
| David  T. Gulian, President                         | ** **         |
|                                                |               |
| EMBEDDED TECHNOLOGIES, LLC                          |               |
| By: InfoLogix Systems  Corporation, its sole Member |               |
|                                                |               |
| By:                                                 | /s/David T. Gulian |   |
| David  T. Gulian, President                         | ** **         |
|                                                |               |
| INFOLOGIX —  DDMS, INC.                   |               |
|                                                |               |
| By:                                                 | /s/David T. Gulian |   |
| David T. Gulian, President                          |               |

 

 

**LENDER**:

 

**HERCULES TECHNOLOGY GROWTH CAPITAL, INC.**

a Maryland corporation

 

 
| By:   | /s/  K. Nicholas Martitsch |   |
|-------|----------------------------|--------|
| Name: | K.  Nicholas Martitsch     |   |
| Its:  | Associate  General Counsel |   |

 

Signature Page toAmendment No. 3 to Amended and Restated Loan and Security Agreement

 

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