**Exhibit10.2**

 

June 28, 2010

 

InfoLogix, Inc.

tot East County Line Road, Suite 210

Hatboro, PA 19040

 

Attn: John A. Roberts, ChiefFinancial Officer

 

Re: Registration RightsAgreement

 

Dear Mr. Roberts:

 

Reference is made to thatcertain Registration Rights Agreement (the “Agreement”), dated as of April 6,2010, by and between Hercules Technology Growth Capital, Inc. (“Hercules”)and InfoLogix, Inc. (the “Company”). Capitalized terms used but notdefined herein shall have the meaning given to them in the Agreement. Inconsideration of the mutual promises made in this letter agreement, and for’other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties, intending to be legally bound, agree asfollows:

 

1.             Pursuant to the terms of the Agreement, the Companyagreed to prepare and file with the Commission the Registration Statementcovering the resale of the Registrable Securities for an offering to be made ona continuous basis pursuant to Rule 415 on or before the Filing Date.

 

2.             Pursuant to Section 6(e) of the Agreement,Hercules (I) hereby agrees that the reference to May 31, 2010 in thedefinition of “Filing Date” shall be extended to August 31, 2010 and thatthe reference to June 15,2010 in the definition of “Effectiveness Date”shall be extended to September 30, 20 I 0 and (ii) herebyunconditionally waives its right to any Liquidated Damages that have accrued ormay accrue under the Agreement through such dates.

 

3.             Other than as-expressly specified herein, the terms andconditions of the Agreement shall continue and shall remain unchanged and infull force and effect.

 

4.             This letter agreement constitutes the entire agreementbetween the parties with respect to the subject matter hereof and supersedes allprior negotiations, and prior written 01’ oral agreements concerning thesubject matter hereof. This letter agreement may not be amended, supplementedor modified in whole 01’ in part except by a written agreement signed by theparties hereto.

 

[Remainderof page left intentionally blank]

 

400HAMILTON AVE:NUE:

SUITE310

PALOALTO, CA 94301

TEL:650.289.3060

FAX:650.473.9194

www.HTGC.COM

 

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Please indicate your consentand agreement to be bound by the provisions of this letter agreement by signingwhere indicated below.

 
|                            | Sincerely,                                    |
|---------------------------------|-----------------------------------------------|
|                            | HERCULES TECHNOLOGY GROWTH  CAPITAL, INC |
|                            |                                          |
|                            | /s/  Nicholas Martitsch                       |
|                            | Name: K. Nicholas  Martitsch                  |
|                            | Title: Associate General  Counsel             |
|                            |                                          |
| ACKNOWLEDGED AND AGREED:        |                                          |
| INFOLOGIX, INC,            |                                          |
|                            |                                          |
| /s/John  A. Roberts             |                                          |
| Name John A. Roberts            |                                          |
| Title:  Chief Financial Officer |                                          |

 

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