**EXHIBIT10.2**

 

**AMENDMENTTO FORBEARANCE AGREEMENT**

 

**THIS AMENDMENT TO FORBEARANCE AGREEMENT**(this “***Amendment***”) isentered into this 14th day of August, 2009, by and among **HERCULES TECHNOLOGY GROWTH CAPITAL, INC.**aMaryland corporation (“***Lender***”),and **INFOLOGIX, INC.,**a Delaware corporation(“***Infologix***”),Infologix Systems Corporation, a Delaware corporation (“***ISC***”),**EMBEDDED TECHNOLOGIES, LLC,**a Delawarelimited liability company (“***Embedded***”),**OPT ACQUISITION, LLC,**a Pennsylvanialimited liability company (“***OPT***”) andInfologix — DDMS, Inc. a limited liability company (“***DDMS***”,and collectively with Infologix, ISC, Embedded and Opt, “***Borrower***”).  Capitalized terms used herein withoutdefinition shall have the same meanings given them in the Forbearance Agreement(as defined below).

 

**RECITALS**

 

**A.****           **Borrower and Lender have entered into thatcertain Loan and Security Agreement dated as of May 1, 2008, Amendment No. 1to the Loan and Security Agreement dated as of November 19, 2008,Amendment No. 2 to the Loan and Security Agreement dated as of May 31,2009, and that certain Forbearance Agreement dated as of July 31, 2009 (asmay be amended, restated, or otherwise modified, the “***Loan Agreement***”),pursuant to which Lender has agreed to extend and make available to Borrowercertain advances of money.

 

**B.****           **Borrower and Lender have entered into thatcertain Forbearance Agreement dated as of July 31, 2009, (the “***Forbearance Agreement***”), pursuant towhich Lender agreed to forbear from exercising its remedies under the Loan Agreementas a result of the Specified Default, subject to the terms and conditions, andfor the period specified in the Forbearance Agreement.

 

**C.****           **Borrower and Lender have agreed to amend theForbearance Agreement upon the terms and conditions more fully set forthherein.

 

**AGREEMENT**

 

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

 

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

 

**SCHEDULE ATO FORBEARANCE AGREEMENT**. Schedule A to Forbearance Agreement is amended by deleting paragraphs 1and 2 and replacing them with the following:

 

“1.           Borrower (i) fails to deliver to Lender on thelast Business Day of each calendar week a written report updating Lender on theprogress of the ongoing negotiations with New Spring Capital LLC and itsaffiliates (collectively, “New Spring”) in connection with the proposed minimum $15 million equity investment inBorrower (the “Equity Investment”) or (ii) fails to deliver to Lender onor before August 20, 2009, and executed term sheet and commitment letteridentifying the terms and conditions for such Equity Investment, the terms ofwhich are reasonably acceptable to Lender.

 

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2.             Borrower fails to file with the Securities andExchange Commission on or before August 20, 2009 either (a) a proxystatement seeking stockholder approval for the Equity Investment or (b) aregistration statement relating to the issuance of shares in a rights offeringto its stockholders with minimum anticipated proceeds of $15 million toBorrower.”

 

**2.****            ****BORROWER’SREPRESENTATIONS AND WARRANTIES**.  Borrower represents and warrants that:

 

**(a)****          **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;

 

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

 

**(c)****          **this Amendment has been duly executed anddelivered by Borrower and is the binding obligation of Borrower, enforceableagainst it in accordance with its terms, except as such enforceability may belimited by bankruptcy, insolvency, reorganization, liquidation, moratorium orother similar laws of general application and equitable principles relating toor affecting creditors’ rights; and

 

Borrower understands andacknowledges that Lender is entering into this Amendment in reliance upon, andin partial consideration for, the above representations and warranties, andagrees that such reliance is reasonable and appropriate.

 

**3.****            ****LIMITATION**.  The amendments set forth in this Amendmentshall be limited precisely as written and shall not be deemed (a) to be awaiver or modification of any other term or condition of the Loan Agreement orof any other instrument or agreement referred to therein or to prejudice anyright or remedy which Lender may now have or may have in the future under or inconnection with the Loan Agreement or any instrument or agreement referred totherein; or (b) to be a consent to any future amendment or modification orwaiver to any instrument or agreement the execution and delivery of which isconsented to hereby, or to any waiver of any of the provisions thereof.  Except as expressly amended hereby, the LoanAgreement shall continue in full force and effect.

 

**4.****            ****EFFECTIVENESS**.  This Amendment shall become effective uponthe satisfaction of all the following conditions precedent:

 

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

 

**5.****            ****COUNTERPARTS**.  This Amendment may be signed in any number ofcounterparts, and by different parties hereto in separate counterparts, withthe same effect as if 

 

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thesignatures to each such counterpart were upon a single instrument.  All counterparts shall be deemed an originalof this Amendment.

 

**6.****            ****INTEGRATION**.  This Amendment and any documents executed inconnection herewith or pursuant hereto contain the entire agreement between theparties with respect to the subject matter hereof and supersede all prioragreements, understandings, offers and negotiations, oral or written, withrespect thereto and no extrinsic evidence whatsoever may be introduced in anyjudicial or arbitration proceeding, if any, involving this Amendment; exceptthat any financing statements or other agreements or instruments filed byLender with respect to Borrower shall remain in full force and effect.

 

**7.****            ****GOVERNINGLAW; VENUE.**  THISAMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.  Borrower and Lender each submit to theexclusive jurisdiction of the State and Federal courts in Santa Clara County,California.

 

[signaturepage 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.

 
| **BORROWER**:                        |                |
|--------------------------------------|---------------------|
|                                 |                |
| **INFOLOGIX, INC.**                  |                |
| ** **                           |                |
| By:                                  | /s/ David T. Gulian |   |
|                                 |                |
| Name: David Gulian                   |                |
|                                 |                |
| Title: President                     | ** **          |
|                                 |                |
| **INFOLOGIX SYSTEMS CORPORATION**    |                |
|                                 |                |
| By:                                  | /s/ David T. Gulian |   |
|                                 |                |
| Name: David Gulian                   |                |
|                                 |                |
| Title: President                     |                |
|                                 |                |
| **OPT ACQUISITION, LLC**             |                |
|                                 |                |
| By:                                  | /s/ David T. Gulian |   |
|                                 |                |
| Name: David Gulian                   |                |
|                                 |                |
| Title: President                     |                |
|                                 |                |
| **EMBEDDED TECHNOLOGIES, LLC**       |                |
| By: INFOLOGIX, INC. its  sole member |                |
|                                 |                |
| By:                                  | /s/ David T. Gulian |   |
|                                 |                |
| Name: David Gulian                   |                |
|                                 |                |
| Title: President                     |                |
|                                 |                |
| **INFOLOGIX – DDMS, INC.**      |                |
|                                 |                |
| By:                                  | /s/ David T. Gulian |   |
|                                 |                |
| Name: David Gulian                   |                |
|                                 |                |
| Title: President                     |                |

 

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| **LENDER**:                                  |             |
|----------------------------------------------|------------------|
| ** **                                   |             |
| **HERCULES TECHNOLOGY GROWTH CAPITAL, INC.** |             |
|                                         |             |
| By:                                          | /s/ Scott Harvey |   |
|                                         |             |
| Name: Scott Harvey                           |             |
|                                         |             |
| Title: Chief Legal Officer                   |             |
|                                              |                  |  |

 

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