Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D5O39UfDRbzpPS7ulEa+aO3KeNveqUjEuB/5oXioKMFja6A2Tle4tA6ZsMiUh1jP +tI1VQsgLzd+GEv0YAeC9A== 0001193125-10-287706.txt : 20101223 0001193125-10-287706.hdr.sgml : 20101223 20101223164143 ACCESSION NUMBER: 0001193125-10-287706 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101223 DATE AS OF CHANGE: 20101223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InfoLogix Inc CENTRAL INDEX KEY: 0001315320 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83180 FILM NUMBER: 101272670 BUSINESS ADDRESS: STREET 1: 101 E COUNTY LINE ROAD STREET 2: SUITE 210 CITY: HATBORO STATE: PA ZIP: 19040 BUSINESS PHONE: 215-604-0691 MAIL ADDRESS: STREET 1: 101 E COUNTY LINE ROAD STREET 2: SUITE 210 CITY: HATBORO STATE: PA ZIP: 19040 FORMER COMPANY: FORMER CONFORMED NAME: NEW AGE TRANSLATION INC DATE OF NAME CHANGE: 20050125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY BLACK & DECKER, INC. CENTRAL INDEX KEY: 0000093556 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060548860 STATE OF INCORPORATION: CT FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 STANLEY DR STREET 2: P O BOX 7000 CITY: NEW BRITAIN STATE: CT ZIP: 06053 BUSINESS PHONE: 8602255111 MAIL ADDRESS: STREET 1: 1000 STANLEY DR CITY: NEW BRITAIN STATE: CT ZIP: 06053 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY WORKS DATE OF NAME CHANGE: 19920703 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

InfoLogix, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

45668X 10 5

(CUSIP Number)

Bruce H. Beatt

Senior Vice President and General Counsel

Stanley Black & Decker, Inc.

1000 Stanley Drive

New Britain, Connecticut 06053

(860) 225-5111

with a copy to:

Christopher R. Johnson

Miles & Stockbridge P.C.

10 Light Street

Baltimore, Maryland 21202

(410) 727-6464

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 15, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 45668X 10 5
1	Names of reporting persons Stanley Black & Decker, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 06-0548860
2	Check the appropriate box if a member of group (a) ¨ (b) ¨
3	SEC use only
4	Source of funds OO
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Connecticut
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 6,261,781 ⁽¹⁾
		9	Sole dispositive power 0
		10	Shared dispositive power 6,261,781
11	Aggregate amount beneficially owned by each reporting person 6,261,781
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 76.5% ⁽²⁾
14	Type of reporting person CO

(1)

Beneficial ownership of the above referenced shares of Common Stock (as defined below) is being reported hereunder solely because Stanley Black & Decker, Inc. may be deemed to beneficially own such shares solely with respect to those matters described in the Voting Agreement (as defined below), which shares include, as of December 15, 2010, (i) 2,691,790 shares of outstanding Common Stock owned by Hercules Technology I, LLC, (ii) 1,813,878 shares of outstanding Common Stock owned by Hercules Technology Growth Capital, Inc., (iii) 1,083,165 shares of Common Stock underlying convertible debt held by Hercules Technology Growth Capital, Inc., and (iv) 672,948 shares of Common Stock underlying warrants held by Hercules Technology I, LLC. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Stanley Black & Decker, Inc. that it is the beneficial owner of any of the Common Stock referenced herein for purposes of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2)

The calculation is based on 8,184,807 shares of Common Stock, which is equal to the sum of (a) 6,428,694 shares of Common Stock outstanding (based solely on information provided by InfoLogix, Inc.), (b) 1,083,165 shares of Common Stock underlying the debt held by Hercules Technology Growth Capital, Inc. on a fully-converted basis, and (c) 672,948 shares of Common Stock underlying warrants held by Hercules Technology I, LLC on a fully-exercised basis.

CUSIP No. 45668X 10 5

Item 1.

Security and Issuer.

The class of equity security to which this statement on Schedule 13D relates is the common stock, par value $0.00001 per share (the “Common Stock”), of InfoLogix, Inc., a Delaware corporation (“InfoLogix”). The address of the principal executive offices of InfoLogix is 101 E. County Line Road, Suite 210, Hatboro, Pennsylvania 19040.

Item 2.

Identity and Background.

(a) – (c) and (f). The name of the person filing this statement is Stanley Black & Decker, Inc., a Connecticut corporation (“Stanley Black & Decker”). The address of the principal office of Stanley Black & Decker is 1000 Stanley Drive, New Britain, Connecticut 06053. Stanley Black & Decker is a diversified global provider of hand tools, power tools and related accessories, mechanical access solutions and electronic security solutions, engineered fastening systems, infrastructure solutions and more. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Stanley Black & Decker are identified on Appendix A attached hereto.

(d) During the past five years, neither Stanley Black & Decker nor, to the best of Stanley Black & Decker’s knowledge, any of the persons identified on Appendix A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither Stanley Black & Decker nor, to the best of Stanley Black & Decker’s knowledge, any of the persons identified on Appendix A attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The information set forth in Item 4 is incorporated in this Item 3 by reference.

Stanley Black & Decker has entered into the Voting Agreement (as defined below), pursuant to which Stanley Black & Decker may be deemed to have acquired the Voting Agreement Shares (as defined below) and certain irrevocable proxies to vote such shares. Stanley Black & Decker did not pay any additional consideration to Hercules or HTI (each as defined below) in connection with the Voting Agreement.

CUSIP No. 45668X 10 5

Item 4.

Purpose of Transaction.

Merger Agreement

On December 15, 2010, Stanley Black & Decker entered into an Agreement and Plan of Merger (the “Merger Agreement”) with InfoLogix and Iconic Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Stanley Black & Decker (“Merger Sub”). Pursuant to the Merger Agreement, at the effective time of the merger, Merger Sub will merge with and into InfoLogix, with InfoLogix surviving the merger as a wholly owned subsidiary of Stanley Black & Decker (the “Merger”). At the effective time of the Merger, each outstanding share of Common Stock will be cancelled and converted automatically into the right to receive $4.75 in cash, without interest, except for shares (i) in respect of which appraisal rights have been properly exercised under Delaware law and (ii) owned by InfoLogix or any of its wholly owned subsidiaries or by Stanley Black & Decker or any of its wholly owned subsidiaries. At the effective time of the Merger, options to acquire shares of Common Stock held by three of InfoLogix’s executive officers and the vested stock options to acquire shares of the Common Stock that are “in the money” held by two members of InfoLogix’s board of directors will be cancelled in exchange for an amount per share of Common Stock underlying the applicable stock option equal to $4.75 less the exercise price payable in respect of each share of Common Stock underlying the stock option. Furthermore, each warrant to acquire shares of Common Stock that are currently “in the money” that is outstanding and unexercised immediately prior to the effective time of the Merger, will be cancelled in exchange for an amount per share of Common Stock underlying the applicable warrant equal to $4.75 less the exercise price payable in respect of each share of Common Stock underlying the warrant.

The consummation of the Merger is subject to various customary closing conditions, including (i) 20 days having elapsed from the mailing of the definitive information statement, with respect to the Merger Agreement, to InfoLogix’s stockholders in conjunction with the Act, and the rules and regulations promulgated thereunder, (ii) the absence of a material adverse effect on InfoLogix, (iii) the absence of legal prohibitions on the completion of the Merger, (iv) the accuracy of the representations and warranties made by InfoLogix, Stanley Black & Decker and Merger Sub and (v) the performance, in all material respects, by each of InfoLogix, Stanley Black & Decker and Merger Sub of all of its respective obligations, agreements and covenants under the Merger Agreement. The Merger is not subject to any financing condition. Completion of the Merger is expected to occur early in the first quarter of 2011 although there can be no assurance the Merger will close during the expected time frame or at all.

The Merger Agreement contains customary representations and warranties made by InfoLogix, Stanley Black & Decker and Merger Sub. InfoLogix has also agreed to various covenants in the Merger Agreement, including, among other things, covenants (i) to conduct its material operations in the ordinary course of business consistent with past practice and (ii) not to take certain actions prior to the closing of the Merger without the prior consent of Stanley Black & Decker.

The Merger Agreement prohibits InfoLogix from soliciting or encouraging competing acquisition proposals. InfoLogix may, however, subject to the terms and conditions set forth in the Merger Agreement, provide information to a third party that makes an unsolicited acquisition proposal during the 30 calendar day period after the date of the Merger Agreement and may engage in discussions and negotiations with such third party until the expiration of 30 days after the date of the Merger Agreement, provided that, among other things, the board of directors determines in good faith (after consultation with its outside counsel) that such unsolicited acquisition proposal is, or could reasonably be expected to lead to, a Superior Proposal (as defined in the Merger Agreement). Under certain circumstances, InfoLogix is permitted to terminate the Merger Agreement to enter into a definitive agreement with respect to such Superior Proposal, provided that InfoLogix must, among other things, notify Stanley Black & Decker at least three days in advance of its intention to take such action and concurrently with entering into such agreement pay Stanley Black & Decker the termination fee discussed below.

The Merger Agreement may be terminated by either InfoLogix or Stanley Black & Decker in certain circumstances, and if the Merger Agreement is terminated, then InfoLogix or Stanley Black & Decker may be required under certain circumstances specified in the Merger Agreement to pay the other a termination fee of $2,000,000.

CUSIP No. 45668X 10 5

Voting Agreement

After the execution of the Merger Agreement, pursuant to the terms of a Written Consent and Voting Agreement (the “Voting Agreement”) entered into by and among Stanley Black & Decker, Hercules Technology Growth Capital, Inc. (“Hercules”) and Hercules Technology I, LLC (“HTI”), a wholly owned subsidiary of Hercules (Hercules and HTI, together, the “Principal Stockholders”), the Principal Stockholders executed and delivered to InfoLogix a written consent approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger. As a result, no further action by any other InfoLogix stockholder is required in connection with the adoption of the Merger Agreement and the approval of the transactions contemplated thereby.

Pursuant to the Voting Agreement, Stanley Black & Decker may be deemed to beneficially own 6,261,781 shares of Common Stock (solely with respect to those matters described in the Voting Agreement) (the “Voting Agreement Shares”), which includes, as of December 15, 2010, (i) 2,691,790 shares of outstanding Common Stock owned by HTI, (ii) 1,813,878 shares of outstanding Common Stock owned by Hercules, (iii) 1,083,165 shares of Common Stock underlying convertible debt held by Hercules, and (iv) 672,948 shares of Common Stock underlying warrants held by HTI.

The Voting Agreement terminates upon the earliest of (i) the effective date of the Merger, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) an amendment to the Merger Agreement without the prior written consent of Hercules that reduces the amount, changes the form or imposes any material restrictions or conditions on the receipt of the consideration payable in the Merger or is otherwise adverse to the holders of the Common Stock.

Purchase and Sale Agreement

InfoLogix presently has outstanding approximately $22.1 million of indebtedness to Hercules. In connection with the Merger Agreement and pursuant to a Purchase and Sale Agreement, dated December 15, 2010 (the “Purchase and Sale Agreement”), by and among Stanley Black & Decker, Hercules and HTI, which addresses the treatment of all outstanding debt owed by InfoLogix to Hercules and HTI’s outstanding warrant to purchase shares of Common Stock, immediately prior to the effective time of the Merger, Stanley Black & Decker will purchase all of InfoLogix’s indebtedness to Hercules. The Purchase and Sale Agreement also provides for the cash-out of HTI’s warrant and the ability of Hercules to convert certain obligations currently outstanding into Common Stock. Stanley Black & Decker would be substituted in place of Hercules under InfoLogix’s Amended and Restated Loan Agreement dated November 20, 2009, as amended February 19, 2010, April 6, 2010, June 25, 2010 and October 28, 2010. A portion of the proceeds payable to holders of options and warrants upon the Merger, as well as amounts paid immediately prior to the effective time of the Merger in satisfaction of certain of InfoLogix’s indebtedness at the effective time will be set aside for deposit into an escrow fund for subsequent release.

The foregoing descriptions of the Merger Agreement, the Voting Agreement and the Purchase and Sale Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the Merger Agreement, a copy of which (and the terms therein) is incorporated herein by reference as Exhibit 2.1, the Voting Agreement, a copy of which (and the terms therein) is incorporated herein by reference as Exhibit 10.1, and the Purchase and Sale Agreement, a copy of which is attached hereto as Exhibit 99.1 and the terms of which are incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

(a) – (b) As of December 15, 2010, pursuant to the Voting Agreement, Stanley Black & Decker may be deemed to beneficially own the Voting Agreement Shares, which represent approximately 70.6% of the shares of Common Stock that would have been outstanding as of December 15, 2010 if all outstanding convertible debt was converted into shares of Common Stock and all outstanding options and warrants were exercised into shares of Common Stock (based solely upon information provided by InfoLogix). To the extent provided in the Voting Agreement and the Purchase and Sale Agreement, Stanley Black & Decker shares voting and dispositive power over the Voting Agreement Shares.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Stanley Black & Decker that it is the beneficial owner of any of the Common Stock referenced herein for purposes of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

To Stanley Black & Decker’s knowledge, no shares of Common Stock are beneficially owned by any of the persons identified on Appendix A.

(c) Other than as described in this Schedule 13D, neither Stanley Black & Decker, nor, to its knowledge, any person identified on Appendix A, has effected any transaction in shares of the Common Stock during the past 60 days.

(d) To Stanley Black & Decker’s knowledge, no person other than the Principal Stockholders has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for the agreements described above and in the agreements incorporated herein by reference and set forth as exhibits hereto, Stanley Black & Decker does not have, and to the best of Stanley Black & Decker’s knowledge the persons identified on Appendix A do not have, any contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons named in Item 2 and any other person with respect to any securities of InfoLogix, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

CUSIP No. 45668X 10 5

Item 7.

Material to be Filed as Exhibits.


Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of December 15, 2010, by and among Stanley Black & Decker, Inc., Iconic Merger Sub, Inc., and InfoLogix, Inc., filed as Exhibit 2.1 to the Current Report on Form 8-K filed on December 15, 2010 by InfoLogix, Inc. and incorporated herein by reference.

10.1		Written Consent and Voting Agreement, dated as of December 15, 2010, by and among Stanley Black & Decker, Inc., Hercules Technology I, LLC and Hercules Technology Growth Capital, Inc., filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 15, 2010 by InfoLogix, Inc. and incorporated herein by reference.

99.1		Purchase and Sale Agreement, dated December 15, 2010, by and among Stanley Black & Decker, Inc., Hercules Technology Growth Capital, Inc., and Hercules Technology I, LLC

CUSIP No. 45668X 10 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 23, 2010


STANLEY BLACK & DECKER, INC.

By:		/s/ BRUCE H. BEATT
		SENIOR VICE PRESIDENT AND GENERAL COUNSEL

CUSIP No. 45668X 10 5

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS OF STANLEY BLACK & DECKER, INC.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Stanley Black & Decker, Inc. (“Stanley Black & Decker”) are set forth below. If no business address is given, the director’s or officer’s business address is 1000 Stanley Drive, New Britain, Connecticut 06053. Unless otherwise indicated, positions specified are positions with Stanley Black & Decker. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.

Directors


Name		Present Principal Occupation Including Name and Address of Employer

Nolan D. Archibald		Executive Chairman of the Board, Stanley Black & Decker, Inc.

John G. Breen		Lead Independent Director, Stanley Black & Decker, Inc. Retired; Former Chairman & Chief Executive Officer, The Sherwin-Williams Company

George W. Buckley		Chairman, President & Chief Executive Officer, 3M Company

Patrick D. Campbell		Senior Vice President and Chief Financial Officer, 3M Company

Carlos M. Cardoso		Chairman, President & Chief Executive Officer, Kennametal, Inc.

Virgis W. Colbert		Former Executive Vice President, Miller Brewing Company

Robert B. Coutts		Retired; Former Executive Vice President, Lockheed Martin Corporation

Manuel A. Fernandez		Chairman Emeritus, Gartner, Inc.

Benjamin H. Griswold, IV		Chairman, Brown Advisory

Eileen S. Kraus		Retired; Former Chairman, Fleet Bank, Connecticut

John F. Lundgren		President & Chief Executive Officer, Stanley Black & Decker, Inc.

Anthony Luiso		Retired President—Campofrio Spain, Campofrio Alimentacion, S.A.

Marianne Miller Parrs		Retired; Former Executive Vice President & Chief Financial Officer, International Paper Company

Robert L. Ryan		Retired; Former Senior Vice President & Chief Financial Officer, Medtronic, Inc.

Lawrence A. Zimmerman		Vice Chairman & Chief Financial Officer, Xerox Corporation

Executive Officers Who Are Not Directors


Name		Present Principal Occupation Including Name and Address of Employer

Donald Allan, Jr.		Senior Vice President and Chief Financial Officer

Jeffery D. Ansell		Senior Vice President & Group Executive, Construction & DIY

Hubert W. Davis, Jr		Senior Vice President & Chief Information Officer/SFS

James M. Loree		Executive Vice President and Chief Operating Officer

Michael A. Bartone		Vice President Corporate Tax

Bruce H. Beatt		Senior Vice President and General Counsel

D. Brett Bontrager		Senior Vice President & Group Executive Convergent Security Solutions

Justin C. Boswell		Senior Vice President & Group Executive Mechanical Access Solutions

Jeff Hung-Tse Chen		Vice President & President Asia

Craig A. Douglas		Vice President and Treasurer

Massimo Grassi		President Industrial & Automotive Repair

Mark J. Mathieu		Senior Vice President Human Resources

Jaime Ramirez		President Latin America

Ben S. Sihota		President Emerging Markets Pacific Group

William Taylor		President Professional Power Tools & Products

Michael A. Tyll		President Engineered Fastening

John Wyatt		President Construction & DIY EMEA

EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of December 15, 2010 (this “Agreement”), is made by and among STANLEY BLACK & DECKER, INC., a Connecticut corporation (“Parent”), and HERCULES TECHNOLOGY I, LLC, a Delaware limited liability company (“HTI”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Hercules,” and together with HTI, collectively, “Seller”).

RECITALS

WHEREAS, on the date hereof, Parent, ICONIC MERGER SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and INFOLOGIX, INC., a Delaware corporation (the “Company”), entered into that certain Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company upon the terms and conditions set forth therein;

WHEREAS, Seller and Parent are parties to that certain Written Consent and Voting Agreement (the “Voting Agreement”), dated as of even date herewith, and the Merger Agreement contemplates that Parent, Merger Sub, the Representative (as defined in the Escrow Agreement), the Company, and the Escrow Agent (as defined in the Escrow Agreement) among others, will become parties to that certain Escrow Agreement (the “Escrow Agreement”), on the Closing Date, each of which is a condition and inducement to the willingness of Parent to enter into the Merger Agreement and this Agreement;

WHEREAS, Hercules is the owner of the promissory notes (collectively, “Notes” and each, individually, a “Note”) described on Exhibit A attached hereto and made a part hereof, the other documents described on Exhibit A and such other documents, instruments, agreements, financing statements and certificates (the Notes and all such documents, instruments, agreements and certificates, collectively, “Loan Documents” and each, individually, a “Loan Document”) evidencing, securing or otherwise relating to the indebtedness, liabilities and obligations evidenced, in part, by the Notes and the Loan Documents (collectively, the “Obligations”) of the Company, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition, LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation (together with the Company, collectively, “Borrowers” and each, individually, a “Borrower”), to Hercules;

WHEREAS, the Obligations, including, without limitation, the Loans (as defined in the Loan Documents), are secured by substantially all of the personal property of Borrowers (collectively, “Collateral”);

WHEREAS, HTI is the owner of that certain Warrant, dated November 20, 2009, to Purchase common stock, par value $0.00001 per share, of the Company (the “HTI Warrant,” and together with the Loan Documents, collectively, the “Seller Documents”); and

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, Parent has offered, subject to the terms and conditions contained herein, (i) to purchase from Hercules, and Hercules has agreed to sell to Parent, all of Hercules’ right, title, and interest in, to, and under the Obligations, the Notes, the other Loan Documents, and the Collateral, and (ii) to pay to HTI, on behalf of the Company, the Warrant Amount (as defined herein) set forth in Section 3 of this Agreement in full satisfaction of the Company’s obligations under the HTI Warrant.

AGREEMENT

Accordingly, in consideration of the mutual representations, warranties, covenants, and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

Section 1. Merger Agreement. Capitalized terms used in this Agreement, but not otherwise defined herein, shall have the respective meanings set forth in the Merger Agreement, or in any amendment thereto, unless such amendment amends a defined term in a manner that materially and adversely affects the Seller’s rights under this Agreement.

Section 2. Purchase and Sale of Obligations, Notes and other Loan Documents.

2.1 Subject to the terms and conditions contained herein and in the Assignment of Loan Documents referred to below, on the Closing Date, Parent hereby agrees to purchase, and Hercules hereby agrees to sell, assign, transfer, and set over to Parent, all of Hercules’ right, title, and interest in, to, and under the Obligations, the Notes and the other Loan Documents and all Collateral therefor for the Loan Purchase Price (collectively, the “Sale”). For the purposes of this Agreement, the “Loan Purchase Price” means an amount equal to $61,158,724 minus (a) the amount of aggregate Merger Consideration to which the stockholders of the Company are entitled to receive pursuant to Section 2.1(c)(i) of the Merger Agreement, (b) the aggregate amount payable to the holders of outstanding Options pursuant to Section 2.3(a) of the Merger Agreement or the Contribution Agreements, including any amounts (i) withheld to satisfy Tax withholding requirements, (ii) contributed to the Escrow Funds (as defined in the Escrow Agreement), or (iii) deducted for such holders’ pro rata share of the aggregate amount of all Expenses payable by the Company at the Closing in accordance with Section 5.11 of the Merger Agreement (the “Closing Costs”), (c) the aggregate amount payable to the holders of outstanding warrants issued by the Company (other than the HTI Warrant) pursuant to the Contribution Agreements, including any amounts (i) withheld to satisfy Tax withholding requirements, (ii) contributed to the Escrow Funds, or (iii) deducted for such holders’ pro rata share of the Closing Costs, (d) the Warrant Amount payable to HTI pursuant to Section 3 of this Agreement, (e) the aggregate amount payable to Healthcare Informatics Associates, Inc. (“HIA”) pursuant to that certain Contribution Agreement between HIA and Parent, including any amounts contributed to the Escrow Funds or deducted for HIA’s pro rata share of the Closing Costs, (f) the aggregate amount payable to Delta Health Systems, Inc. (“Delta”) pursuant to that certain Contribution Agreement between Delta and Parent, including

any amounts contributed to the Escrow Funds or deducted for Delta’s pro rata share of the Closing Costs, (g) the aggregate amount payable to AMTSystems, Inc. (“AMT”) pursuant to that certain Contribution Agreement between AMT and Parent, including any amounts contributed to the Escrow Funds or deducted for AMT’s pro rata share of the Closing Costs, and (h) the amount of the Closing Costs minus the aggregate amount of the Closing Costs otherwise paid by Parent in respect of the Contributors pursuant to the Contribution Agreements.

2.2 On the Closing Date, Parent shall pay (a) the Loan Purchase Price, less the Contribution Amount (as defined herein), to Hercules by wire transfer of immediately available funds to a bank account designated by Hercules, and (b) the Contribution Amount to the Escrow Agent by wire transfer of immediately available funds to a bank account designated by the Escrow Agent. For purposes of this Agreement, the “Contribution Amount” shall be an amount equal to (x) $5,000,000 minus (y) the aggregate amount otherwise deposited with the Escrow Agent by the Contributors pursuant to the Contribution Agreements.

2.3 The Contribution Amount deposited with the Escrow Agent pursuant to the terms and conditions of Section 2.2 of this Agreement shall be a part of the Escrow Funds and shall be held, paid, collected, discharged, reduced, eliminated, and otherwise governed by the terms and conditions of the Escrow Agreement. The distribution of the Seller’s right, title, and interest in the Escrow Funds, including the interest accrued thereon, is subject to the terms and conditions of the Escrow Agreement, and the Seller acknowledges and agrees to be bound by the terms and conditions of the Escrow Agreement.

2.4 On the Closing Date, Hercules shall deliver to Parent, and Parent shall take delivery from Hercules of, the following: (a) an Assignment of Loan Documents executed by Hercules in the form set forth on Exhibit B attached hereto and made a part hereof; (b) fully executed originals of each of the Notes endorsed by Hercules over to Parent in the form set forth on Exhibit C attached hereto and made a part hereof; (c) fully executed originals of each of the other Loan Documents marked with an asterisk (*) on Exhibit A; (d) fully executed assignments of all intellectual property security agreements recorded or filed in the public records in a form reasonably satisfactory to Parent; and (e) originals of all instruments, documents, stock certificates, motor vehicle titles, chattel paper, and all other Collateral in Hercules’ possession. The obligations contained in this Section 2.4 shall survive the closing of this Agreement and payment of the Loan Purchase Price and the Warrant Amount.

2.5 Seller hereby authorizes Parent and each of Parent’s agents and designees to, upon Seller’s receipt of the Loan Purchase Price (less the Contribution Amount) and the Warrant Amount: (a) file any Uniform Commercial Code financing statement amendments in order to amend, assign, terminate or alter in any manner desired by Parent any Uniform Commercial Code financing statements listing any of Borrowers as a debtor and Seller as the secured party; and (b) file or otherwise record assignments, releases, amendments, terminations or alterations of any security agreements, lien instruments or other Loan Documents from any of Borrowers in favor of, or for benefit of, Seller.

2.6 Should any assignments in addition to those delivered pursuant to this Agreement be required by applicable Laws or reasonably necessary or appropriate to provide further assurances to Parent regarding the Sale, Seller shall execute and deliver such additional assignments to Parent promptly upon Parent’s request therefor. The obligations contained in this Section 2.6 shall survive the closing of this Agreement and delivery of the Loan Purchase Price and the Warrant Amount.

2.7. From and after the Closing Date and the consummation of the Sale, (a) Parent shall be deemed the party named as the “Lender” in the Loan Documents and (b) Parent shall be bound by all of the terms of, and shall undertake all of the obligations of the “Lender” under the Loan Documents and (c) Hercules shall be released from all of the obligations of the “Lender” under the Loan Documents.

Section 3. Satisfaction of Warrant. On the Closing Date, (a) Parent shall pay to HTI an amount equal to $1,946,502, less any amounts withheld to satisfy Tax withholding requirements (the “Warrant Amount”), in full satisfaction of the Company’s obligations under the HTI Warrant, and (b) HTI shall deliver to Parent (i) the original copy of the HTI Warrant, and (ii) any other certificates, instruments or other documents reasonably required by Parent to evidence the full and complete termination and cancellation of the HTI Warrant. Following the Closing Date, the HTI Warrant shall be null and void and of no further force or effect.

Section 4. Pre-Closing Covenants and Agreements. From and after the date hereof and until the occurrence of a Termination Event, Seller hereby covenants and agrees as follows:

4.1 Seller shall not: (a) sell, transfer, assign, subordinate, negotiate, divest or convey in any manner the Obligations, any of the Seller Documents, any Collateral therefor, or any portion of the foregoing; (b) create or permit to exist any lien, claim, charge, security interest or any other encumbrance on, in or with respect to the Obligations, any of the Seller Documents, any of Seller’s right, title or interest in or to the Collateral, or any portion of the foregoing; (c) convert or exchange any of the Obligations, any of the Seller Documents or any Collateral into stock or other equity interests in the Company, any of the other Borrowers or any other person or entity, or otherwise convert or exchange any of the Obligations, Seller Documents or Collateral; (d) call, accelerate, demand, declare any additional defaults or events of default under, or exercise any of Seller’s rights and remedies with respect to the Obligations, the Seller Documents, any Collateral, or any portion of the foregoing; (e) exercise the HTI Warrant in any manner or exercise any of Seller’s rights or remedies with respect thereto; (f) amend, restate, terminate, substitute, replace or modify the Obligations, any of the Seller Documents or any terms thereof; (g) sue or otherwise institute any claim or litigation against any of Borrowers or the Collateral; (h) liquidate, sell, foreclose, set off, collect or accept a surrender of any proceeds of any Collateral or any other assets of Borrowers or join any other person or entity in so doing, or otherwise realize or seek to realize upon all or any part of the Collateral; (i) petition, commence or otherwise initiate any Insolvency Proceeding (defined below); or (j) enter into or

exercise any rights under any agreement that prohibits or limits the Borrowers’ ability to withdraw funds from any of Borrowers’ depository accounts. For purposes of this Agreement, the term “Insolvency Proceeding” means any receivership, conservatorship, general meeting of creditors, insolvency or bankruptcy proceeding, assignment for the benefit of creditors, or any proceeding or action by or against any one or more of Borrowers for any relief under any bankruptcy or insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, dissolution, liquidation, compositions or extensions, or the appointment of any receiver, intervenor or conservator of, or trustee, or similar officer for, any one or more of Borrowers, any Collateral, or any part of Borrowers’ properties or assets, including, without limitation, proceedings under the Bankruptcy Code (defined herein), or under other federal, state or local statute, laws, rules and regulations, all whether now or hereafter in effect. For purposes of this Agreement, the term “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. Sections 101 et seq.), and any replacement or successor statutory provisions that have substantially similar purpose. Notwithstanding anything in this Section 4.1 to the contrary, Hercules is expressly permitted to convert or exchange the Obligations into an aggregate of 1,083,165 shares of common stock in the Company in the following manner: (i) $965,087 of outstanding capitalized interest shall be converted into 519,562 shares of common stock in the Company under that certain Term Note B in the amount of $5,000,000 dated November 20, 2009 from Borrowers, as maker, to Hercules, as lender, in accordance with the Amended and Restated Loan and Security Agreement referenced in Section 15 of Exhibit A (the “LSA”); (ii) $1,350,000 of outstanding principal shall be converted into 412,088 shares of common stock in the Company pursuant to that certain Term Note C in the amount of $1,350,000 dated April 6, 2010 from Borrowers, as maker, to Hercules, as lender, in accordance with the LSA; and (iii) $500,000 of outstanding principal shall be converted into 151,515 shares of common stock in the Company pursuant to that certain Term Note D in the amount of $500,000 dated October 28, 2010 from Borrowers, as maker, to Hercules, as lender, in accordance with the LSA.

4.2 Seller shall not ask for, demand, accept or receive any payments (including pursuant to automatic sweeps of any lockbox or other similar arrangements between Seller and Borrowers) of all or any part of the Obligations, including, without limitation, any payments of principal, interest, default interest, late fees, servicing fees, management fees, consulting fees, amendment or accommodation fees, or any other fees or expenses now or hereafter owing to Seller with respect to the Obligations or any of the Seller Documents; provided however, that (a) interest, fees and expenses (including, without limitation, default interest, interest capitalized to principal, fees and expenses) shall continue to accrue on the Obligations in accordance with the terms of the Seller Documents and (b) Seller shall not have breached the covenant contained in this Section 4.2 to the extent that it receives any such payments, so long as Seller has not asked for or demanded such payment and the full amount of such payments are held in trust for the benefit of the Company and promptly turned over to the Company.

4.3 Notwithstanding any terms or provisions of the Seller Documents or this Agreement to the contrary, Seller shall make an additional $1,100,000 available to Borrowers as additional advances under Borrowers’ revolving line of credit with Seller (such additional advances, collectively, the “Additional Advances”) pursuant to instruments, documents and agreements (collectively, the “Additional Documents”), so long as Parent has consented to any such Additional Documents (such consent not to be unreasonably withheld or delayed). Seller shall not require or permit the Borrowers to use the proceeds of such Additional Advances to repay, prepay, retire, reduce, reimburse or pay any obligations under the Loans or the Seller Documents, including, without limitation, principal and interest on the Loans, late fees, default interest, amendment or accommodation fees, reimbursable expenses or any other amounts now or hereafter payable under the Seller Documents. Seller shall make such Additional Advances available to Borrowers promptly upon Borrowers’ request therefor. Seller shall not terminate Seller’s commitment to make the Additional Advances or otherwise refuse to make any Additional Advances, whether or not a default or any event of default has occurred under the Loans or any of the Seller Documents or under any document, instrument or agreement evidencing, securing or relating to the Additional Advances. Seller shall give Parent an accounting of the Additional Advances promptly upon Parent’s request therefor (such accounting shall include at a minimum the dates and amounts of Additional Advances made on or prior to the date of accounting, descriptions and copies of documents, instruments and agreements evidencing such Additional Advances, and amount of remaining Additional Advances) and shall otherwise give Parent evidence of Seller’s compliance with this Section 4.3 that Parent may reasonably require promptly upon Parent’s request therefor. All such Additional Advances shall be part of the Obligations and shall be subject to the terms and provisions of this Agreement, including, without limitation, Section 4.2 of this Agreement. All Additional Documents shall be part of the Seller Documents and shall be subject to the terms and provisions of this Agreement, including, without limitation, Section 4.1 of this Agreement.

4.4 If Seller, contrary to the terms of this Agreement, commences or participates in any Insolvency Proceeding, or any other action or proceeding against any of Borrowers or the Collateral, Borrowers may interpose as a defense or dilatory plea the making of and the terms of this Agreement, and Parent may intervene and interpose such defense or plea in Parent’s name or in the name of any one or more of Borrowers. Should Seller, contrary to this Agreement, in any way attempt to enforce payment of the Obligations or any other payment provisions of the Seller Documents or any part thereof or to realize upon the Collateral or any part thereof, either Parent (in its own name or in the name of any one or more of Borrowers), Borrowers themselves, or Parent and any one or more of Borrowers together, may restrain Seller from so doing, it being understood and agreed by Seller that (a) Parent’s and/or Borrowers’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (b) Seller waives any defense that Borrowers and/or Parent cannot demonstrate damage and/or can be made whole by the awarding of damages.

4.5 Seller shall, at any time or times upon the request of Parent, promptly furnish to Parent a true and complete statement of the outstanding principal amounts of the Loans, all accrued and unpaid interest on the Loans and any other outstanding Obligations.

4.6 If Seller makes, attempts to or threatens to take any action with respect to the Collateral or take any action contrary to this Agreement, or fails to take any action required by this Agreement, Parent may obtain relief against Seller by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Seller that (a) Parent’s damages from its actions may at that time be difficult to ascertain and may be irreparable and (b) Seller waives any defense or claim that Parent cannot demonstrate damage and/or can be made whole by the awarding of damages.

4.7 Nothing herein contained is intended to or shall obligate Parent to grant any credit to, make any loans or advances to, or provide any financing of any nature whatsoever to either Seller or Borrowers.

Section 5. Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, that:

5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity.

5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof.

5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant.

5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith.

5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits.

5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction.

5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement.

5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing.

5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Section 6. Parent’s Representations and Warranties. Parent hereby represents and warrants to Seller, and agrees, that:

6.1 Parent has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Parent may execute and deliver in connection herewith.

6.2 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Parent or any property of Parent; (b) result in a breach or constitute a default under any agreement to which Parent is subject; or (c) require any Permits.

6.3 This Agreement constitutes the legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction.

Section 7. Conditions Precedent to Effectiveness of Agreement. This Agreement shall be effective upon each party’s receipt of a fully executed counterpart of this Agreement and Borrowers’ agreement and consent hereto.

Section 8. Conditions Precedent to Parent’s Obligation to Consummate the Sale and to Pay the Warrant Amount. Parent’s obligations to consummate the Sale and to pay the Warrant Amount are expressly contingent upon the following: (a) the Closing of the transactions contemplated by the Merger Agreement; (b) Seller has delivered all items required by the terms of Section 2.4 of this Agreement or otherwise required to be delivered by Seller pursuant to the terms hereof; (c) on the Closing Date, Borrowers shall have delivered to Parent an Agreement of Borrowers in the form set forth on Exhibit D attached hereto and made a part hereof; and (d) all deposit account control agreements, lockbox agreements, sweep agreements, blocked account agreements, tri-party agreements or similar agreements for the benefit of Seller relating to any of the bank accounts, investment accounts, deposit accounts or similar accounts of any of the Borrowers are either terminated or assigned to Parent, as the case may be, in a manner satisfactory to Parent in its sole discretion.

Section 9. Conditions Precedent to Seller’s Obligation to Consummate the Sale and Accept Payment of the Warrant Amount. Hercules’ obligation to consummate the Sale and HTI’s obligation to accept the Warrant Amount in full satisfaction of all rights, benefits, and remedies under and with respect to the HTI Warrant are expressly contingent upon the following: (a) the Closing of the transactions contemplated by the Merger Agreement; and (b) Seller has received the Loan Purchase Price (less the Contribution Amount) and the Warrant Amount in accordance with the terms of this Agreement.

Section 10. Further Actions. Seller and Parent hereby covenant and agree to execute and deliver all such documents and to take all such further actions as any of them may reasonably deem necessary from time to time to carry out the intent and purpose of this Agreement and to consummate the transactions contemplated hereby.

Section 11. Termination. This Agreement and all documents executed in connection herewith shall remain in full force and effect until the earlier of (a) the date on which the Merger Agreement is terminated, (b) March 31, 2011, provided that Parent has not commenced a Legal Action seeking specific performance by the Company of the Merger Agreement in order to close the transactions contemplated thereby in accordance with the terms thereof, or (c) the date on which Parent elects to terminate this Agreement and all documents executed herewith in writing after the Company or Seller commences or is the subject of an Insolvency Proceeding (collectively “Termination Events” and each a “Termination Event”). This Agreement and all documents executed in connection herewith shall terminate immediately upon a Termination Event and, upon such termination, shall forthwith become null and void except for the provisions of Sections 11, 12, 13, 15.4, 15.5. 15.6, and 15.7, which shall survive such termination; provided that nothing herein shall relieve any party from any and all liabilities and damages incurred or suffered by the other parties as a result of a deliberate material breach of this Agreement.

Section 12. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Law of the State of Delaware, without regard to conflict of law principles thereof. Each party to this Agreement (a) irrevocably and unconditionally submits to

the personal jurisdiction of the federal courts of the United States of America located in the State of Delaware and the state courts of the State of Delaware, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if said Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (e) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than as specified in clause (c) of this Section 12. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 14 of this Agreement or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

Section 13. WAIVER OF JURY TRIAL; DAMAGES

(a) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

(b) In no event shall any party hereto have any liability to any other party hereto under this Agreement for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

Section 14. Notices. Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given and made (a) if in writing and served by personal delivery upon the party for whom it is intended; (b) if delivered by facsimile with receipt confirmed; (c) if delivered by e-mail transmission; or (d) if delivered by certified mail, registered mail or courier service, return-receipt received to the party at the address set forth below, to the Persons indicated:

If to Parent, to:

Stanley Black & Decker, Inc.

1000 Stanley Drive

New Britain, CT 06053

Attention: Bruce H. Beatt, Esq.

E-mail: Bruce.Beatt@swkbdk.com

Fax: (651) 737-2553

with a copy (which shall not constitute notice) to:

Miles & Stockbridge P.C.

10 Light Street

Baltimore, MD 21202

Attention: Robert M. Cattaneo, Esq.

E-mail: rcattaneo@milesstockbridge.com

Fax: (410) 822-5450

If to Seller, to:

Hercules Technology Growth Capital, Inc.

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Attention: Chief Legal Officer and Roy Y. Liu

E-mail: rliu@htgc.com

Fax: (650) 473-9194

with a copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP

225 Franklin Street

Boston, MA 02110

Attention: Sandra J. Vrejan, Esq.

E-mail: svrejan@morganlewis.com

Fax: (617) 341-7701

Section 15. Miscellaneous Provisions.

15.1 This Agreement may be executed in any number of counterparts, as if the signature(s) to each counterpart were upon a single instrument, and all such counterparts together shall together constitute the same agreement. Facsimile signatures or signatures received as a .pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement.

15.2 This Agreement may only be amended, waived, extended or otherwise modified by an instrument in writing signed on behalf of the Seller and Parent. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

15.3 The agreements, representations, and warranties of the parties contained herein shall survive the consummation of the transactions contemplated hereby.

15.4 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights or Liabilities under this Agreement without the prior written consent of the other parties to this Agreement, which any such party may withhold in its absolute discretion. Any purported assignment without such prior written consents shall be void; provided, that Parent may, at its election, assign its rights and remedies under this Agreement to a wholly owned subsidiary of Parent; provided, further, however, that, notwithstanding such assignment by Parent, Parent’s obligations under this Agreement shall remain unchanged and Parent shall remain responsible to the other parties hereto for the performance of such obligations. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any Person other than the parties hereto any rights or remedies under this Agreement.

15.5 This Agreement (including the exhibits to this Agreement), contains all of the terms, conditions, and representations and warranties agreed to by the parties relating to the subject matter of this Agreement and supersede all prior or contemporaneous agreements, negotiations, correspondence, undertakings, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

15.6 The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable, (a) in accordance with the last sentence of this Section, a suitable and equitable provision shall be substituted for that provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (b) the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be affected by such

invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

15.7 All Expenses (including those payable to the Representative) incurred by any party to this Agreement or on its behalf in connection with this Agreement and the Merger shall be paid by the party incurring those Expenses.

15.8 Unless the express context otherwise requires:

(a) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(d) references herein to a specific Section, Recital or Exhibit shall refer, respectively, to Sections, Recitals or Exhibits of this Agreement;

(e) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(f) references herein to any gender shall include each other gender;

(g) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 15.8 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

(h) the word “or” shall be disjunctive but not exclusive;

(i) references herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder;

(j) references herein to any Contract mean such Contract as amended, amended, restated, replaced, substituted or otherwise modified from time to time (including any waiver thereto) in accordance with the terms thereof;

(k) the headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement; and

(l) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day.

[Signature page follows]

IN WITNESS WHEREOF, Seller has duly executed this Agreement as of the date first above written.

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

By: /s/ Manuel Henriquez

Name: Manuel Henriquez

Title: CEO

HERCULES TECHNOLOGY I, LLC

By: /s/ K. Nicholas Martitsch

Name: K. Nicholas Martitsch

Title: Associate General Counsel

- Seller’s Signature Page to Purchase and Sale Agreement -

IN WITNESS WHEREOF, Parent has duly executed this Agreement as of the date first above written.

STANLEY BLACK & DECKER, INC.

By: /s/ James R. Raskin

Name: James R. Raskin

Title: Authorized Signatory

- Parent’s Signature Page to Purchase and Sale Agreement -

The Borrowers hereby acknowledge and consent to the terms of this Agreement.


INFOLOGIX, INC.

By:		/s/ David T. Gulian
Name: David T. Gulian
Title: President and CEO

INFOLOGIX SYSTEMS CORPORATION

By:		/s/ David T. Gulian
Name: David T. Gulian
Title: CEO

EMBEDDED TECHNOLOGIES, LLC

By:		/s/ David T. Gulian
Name: David T. Gulian
Title: CEO

OPT ACQUISITION, LLC

By:		/s/ David T. Gulian
Name: David T. Gulian
Title: CEO

INFOLOGIX-DDMS, INC.

By:		/s/ David T. Gulian
Name: David T. Gulian
Title: CEO

- Borrowers’ Signature Page to Purchase and Sale Agreement -

SCHEDULE 1 TO PURCHASE AND SALE AGREEMENT

Detailed Calculation of Outstanding Obligations

- attached -

Schedule 1-1

EXHIBIT A TO PURCHASE AND SALE AGREEMENT

Loan Documents

Loan and Security Agreement dated May 1, 2008 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

Amendment to Loan and Security Agreement dated November 19, 2008 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

Second Amendment to Loan and Security Agreement dated May 31, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

Default Letter dated March 12, 2009 from Hercules Technology Growth Capital, Inc. to InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation.

Default Letter dated March 25, 2009 from Hercules Technology Growth Capital, Inc. to InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation.

Forbearance Agreement dated July 31, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

A-1

First Amendment to Forbearance Agreement dated August 14, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

Second Amendment to Forbearance Agreement dated August 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

Third Amendment to Forbearance Agreement dated September 23, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

10.

Fourth Amendment to Forbearance Agreement dated September 30, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

11.

Fifth Amendment to Forbearance Agreement dated October 15, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

12.	Side Letter re: Deposit Accounts dated March 25, 2009 from Hercules Technology Growth Capital, Inc. to InfoLogix, Inc.

13.	Side Letter re: Deposit Accounts dated June 19, 2009 from Hercules Technology Growth Capital, Inc. to InfoLogix, Inc.

14.

* Debt Conversion Agreement dated November 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

A-2

15.

*Amended and Restated Loan and Security Agreement dated November 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

16.

*Reaffirmation Agreement dated November 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

17.

*Waiver and Release Agreement dated November 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

18.

*Amendment No. 1 to Amended and Restated Loan Agreement dated February 19, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

19.

*Amendment No. 2 to Amended and Restated Loan and Security Agreement dated April 6, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

20.

*Amendment No. 3 to Amended and Restated Loan and Security Agreement dated June 25, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

A-3

21.

*Amendment No. 4 to Amended and Restated Loan and Security Agreement dated October 28, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

22.

Default and Reservation of Rights Letter dated February 10, 2010 from Hercules Technology Growth Capital, Inc. to InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation.

23.

*Term Note A in the amount of $5,500,000 dated November 20, 2009 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

24.

*Term Note B in the amount of $5,000,000 dated November 20, 2009 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

25.

*Term Note C in the amount of $1,350,000 dated November 20, 2009 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

26.

*Term Note D in the amount of $500,000 dated October 28, 2010 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

27.

*Equipment Term Loan Note in the amount of $3,000,000 dated February 19, 2010 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

A-4

28.

*Revolving Note in the amount of $12,000,000 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

29.	Term Loan B Conversion Notice dated August 12, 2010 from Hercules Technology Growth Capital, Inc to InfoLogix, Inc.

30.

Discretionary Credit Letter Agreement dated June 8, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

31.

Discretionary Credit Letter Agreement dated June 15, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

32.

Second Discretionary Credit Letter Agreement dated June 30, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

33.

Discretionary Credit Letter Agreement dated September 10, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

34.

Discretionary Credit Letter Agreement dated October 1, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

A-5

35.

Discretionary Credit Letter Agreement dated October 8, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

36.

Discretionary Credit Letter Agreement dated October 28, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

37.	Springing Blocked Account Agreement dated March 17, 2008 by and among Hercules Technology Growth Capital, Inc., PNC Bank, and InfoLogix, Inc.

38.	Springing Blocked Account Agreement dated August 29, 2008 by and among Hercules Technology Growth Capital, Inc., PNC Bank, and InfoLogix, Inc.

39.

Securities Pledge Agreement dated as of May 1, 2008 among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Pledgee, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Pledgors.

40.

Trademark Security Agreement dated as of May 1, 2008 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Secured Party, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Grantor.

41.

Patent Security Agreement dated as of May 1, 2008 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Secured Party, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Grantor.

42.

Collateral Grant of Security in Copyrights dated as of May 1, 2008 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Grantee, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Grantor.

A-6

43.	Collateral Assignment of Acquisition Documents dated as of May 2, 2008 by and among InfoLogix, Inc. and InfoLogix Systems Corporation, as Assignor, and Hercules Technology Growth Capital, Inc., as Assignee.

44.

Amended Side Letter dated November 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

45.	Subordination Agreement dated as of May 1, 2008 by and among Healthcare Informatics Associates, Inc., InfoLogix Systems Corporation, and Hercules Technology Growth Capital, Inc.

46.	Perfection Certificate dated as of November 20, 2009 from InfoLogix, Inc. in favor of Hercules Technology Growth Capital, Inc.

47.	Termination and Release of Security Agreement dated June 18, 2010 by and among Hercules Technology Growth Capital, Inc., as Lender, and InfoLogix, Inc., InfoLogix Systems Corporation, InfoLogix-DDMS, Inc., OPT Acquisition LLC, and Embedded Technologies, LLC, as Borrowers.

48.	Limited Access Services Agreement dated as of May 1, 2008 between Hercules Technology Growth Capital, Inc. and Sovereign Bank.

49.	Clearing Account Agreement dated as of April 1, 2010 by and between TD Bank, InfoLogix, Inc., and Hercules Technology Growth Capital, Inc.

50.	First Amendment to Clearing Account Agreement dated as of May 24, 2010 by and between TD Bank, InfoLogix, Inc., and Hercules Technology Growth Capital, Inc.

51.	Letter dated December 9, 2010 from Hercules Technology Growth Capital, Inc. to TD Bank re: Suspension of Transfers.

A-7

EXHIBIT B TO PURCHASE AND SALE AGREEMENT

Form of Assignment of Loan Documents

ASSIGNMENT OF LOAN DOCUMENTS

This ASSIGNMENT OF LOAN DOCUMENTS, dated as of [ ], 20[ ] (“Assignment”), is made by and among STANLEY BLACK & DECKER, INC., a Connecticut corporation (the “Parent”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Hercules”).

Pursuant to a Purchase and Sale Agreement dated as of December 15, 2010 by and among Hercules, Hercules Technology I, LLC and Parent (as amended, restated, substituted, replaced or otherwise modified in accordance with the terms thereof, the “Purchase and Sale Agreement”), for the agreed upon consideration set forth in the Purchase and Sale Agreement, Hercules agreed to sell, assign, grant and otherwise convey to Parent the Obligations, the Notes, and other Loan Documents (as each term is defined in the Purchase and Sale Agreement). Certain of the documents, certificates, financing statements, instruments and other agreements comprising the Loan Documents are listed on Schedule 1 attached to this Assignment and made a part hereof.

Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Purchase and Sale Agreement.

Subject to the terms of the Purchase and Sale Agreement, for valuable consideration, and without warranty, recourse or representation of any kind whatsoever, express or implied, except as set forth in Section 5 of the Purchase and Sale Agreement, Hercules does hereby sell, assign, grant and otherwise convey all of its right, title and interest in the Obligations, Notes and other Loan Documents to the Parent.

From and after the date hereof and the consummation of the Sale, (a) Parent shall be deemed the party named as the “Lender” in the Loan Documents and (b) Parent shall be bound by all of the terms of, and shall undertake all of the obligations of the “Lender” under the Loan Documents and (c) Hercules shall be released from all of the obligations of the “Lender” under the Loan Documents.

As of the date of this Agreement the total outstanding Obligations are set forth on Schedule 2 attached to this Assignment and made a part hereof.

Hercules and Parent, respectively, hereby remakes, ratifies, and confirms all of the representations and warranties of Hercules and Parent, respectively, set forth in Sections 5 and 6 of the Purchase and Sale Agreement.

[Signature page follows]

B-1

IN WITNESS WHEREOF, the undersigned have duly executed this Assignment as of the date first above written.


HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

By:
Name:
Title:

Agreed and Accepted:


STANLEY BLACK & DECKER, INC.

By:
Name:
Title:

- Seller’s Signature Page to Assignment of Loan Documents -

B-2

SCHEDULE 1 TO ASSIGNMENT OF LOAN DOCUMENTS

Loan Documents

Schedule 1-1

10.

11.

12.	Side Letter re: Deposit Accounts dated March 25, 2009 from Hercules Technology Growth Capital, Inc. to InfoLogix, Inc.

13.	Side Letter re: Deposit Accounts dated June 19, 2009 from Hercules Technology Growth Capital, Inc. to InfoLogix, Inc.

Schedule 1-2

14.

Debt Conversion Agreement dated November 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

15.

Amended and Restated Loan and Security Agreement dated November 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

16.

Reaffirmation Agreement dated November 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

17.

Waiver and Release Agreement dated November 20, 2009 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

18.

Amendment No. 1 to Amended and Restated Loan Agreement dated February 19, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

19.

Amendment No. 2 to Amended and Restated Loan and Security Agreement dated April 6, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

20.

Amendment No. 3 to Amended and Restated Loan and Security Agreement dated June 25, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

Schedule 1-3

21.

Amendment No. 4 to Amended and Restated Loan and Security Agreement dated October 28, 2010 by and among Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower.

22.

23.

Term Note A in the amount of $5,500,000 dated November 20, 2009 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

24.

Term Note B in the amount of $5,000,000 dated November 20, 2009 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

25.

Term Note C in the amount of $1,350,000 dated November 20, 2009 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

26.

Term Note D in the amount of $500,000 dated October 28, 2010 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

27.

Equipment Term Loan Note in the amount of $3,000,000 dated February 19, 2010 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

Schedule 1-4

28.

Revolving Note in the amount of $12,000,000 from InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation, as Borrower, to Hercules Technology Growth Capital, Inc., as Lender.

29.	Term Loan B Conversion Notice dated August 12, 2010 from Hercules Technology Growth Capital, Inc to InfoLogix, Inc.

30.

31.

32.

33.

34.

Schedule 1-5

35.

36.

37.	Springing Blocked Account Agreement dated March 17, 2008 by and among Hercules Technology Growth Capital, Inc., PNC Bank, and InfoLogix, Inc.

38.	Springing Blocked Account Agreement dated August 29, 2008 by and among Hercules Technology Growth Capital, Inc., PNC Bank, and InfoLogix, Inc.

39.

40.

41.

Schedule 1-6

42.

43.	Collateral Assignment of Acquisition Documents dated as of May 2, 2008 by and among InfoLogix, Inc. and InfoLogix Systems Corporation, as Assignor, and Hercules Technology Growth Capital, Inc., as Assignee.

44.

45.	Subordination Agreement dated as of May 1, 2008 by and among Healthcare Informatics Associates, Inc., InfoLogix Systems Corporation, and Hercules Technology Growth Capital, Inc.

46.	Perfection Certificate dated as of November 20, 2009 from InfoLogix, Inc. in favor of Hercules Technology Growth Capital, Inc.

47.	Termination and Release of Security Agreement dated June 18, 2010 by and among Hercules Technology Growth Capital, Inc., as Lender, and InfoLogix, Inc., InfoLogix Systems Corporation, InfoLogix-DDMS, Inc., OPT Acquisition LLC, and Embedded Technologies, LLC, as Borrowers.

48.	Limited Access Services Agreement dated as of May 1, 2008 between Hercules Technology Growth Capital, Inc. and Sovereign Bank.

49.	Clearing Account Agreement dated as of April 1, 2010 by and between TD Bank, InfoLogix, Inc., and Hercules Technology Growth Capital, Inc.

50.	First Amendment to Clearing Account Agreement dated as of May 24, 2010 by and between TD Bank, InfoLogix, Inc., and Hercules Technology Growth Capital, Inc.

51.	Letter dated December 9, 2010 from Hercules Technology Growth Capital, Inc. to TD Bank re: Suspension of Transfers

Schedule 1-7

SCHEDULE 2 TO ASSIGNMENT OF LOAN DOCUMENTS

Detailed Calculation of Outstanding Obligations

[To be completed as of Closing]

Schedule 2-1

EXHIBIT C TO PURCHASE AND SALE AGREEMENT

Form of Endorsement to Notes

Pay to the order of Stanley Black & Decker, Inc. (“Parent”) without recourse, representation or warranty of any kind whatsoever, express or implied, except as set forth in Section 5 of that certain Purchase and Sale Agreement dated as of December 15, 2010, by and among Hercules Technology Growth Capital, Inc., Hercules Technology I, LLC, and Parent.


HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

By:
Name:
Title:

C-1

EXHIBIT D TO PURCHASE AND SALE AGREEMENT

Form of Agreement and Consent of Borrowers

AGREEMENT AND CONSENT OF BORROWERS

This AGREEMENT AND CONSENT OF BORROWERS (this “Agreement and Consent”) is attached to and made part of that certain Purchase and Sale Agreement, dated [ ], 2010 (the “Purchase and Sale Agreement”), by and among STANLEY BLACK & DECKER, INC., a Connecticut corporation (the “Parent”), and HERCULES TECHNOLOGY I, LLC, a Delaware limited liability company (“HTI”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Hercules”, and together with HTI, collectively and jointly and severally, “Seller”), jointly and severally (as amended, restated, substituted, replaced or otherwise modified in accordance with the terms thereof).

Capitalized terms not otherwise defined in this Agreement and Consent shall have the respective meanings set forth in the Purchase and Sale Agreement.

Each of InfoLogix, Inc., a Delaware corporation, InfoLogix Systems Corporation, a Delaware corporation, Embedded Technologies, LLC, a Delaware limited liability company, Opt Acquisition, LLC, a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc., a Delaware corporation (collectively, “Borrowers” and each, individually, a “Borrower”), having been advised that Parent requires, and is relying upon the agreements and consents contained in, this Agreement and Consent as a condition to Parent entering into the Purchase and Sale Agreement and consummating the transactions contemplated thereby, hereby certifies and agrees as follows:

1. Each of Borrowers hereby acknowledges and consents to the terms and provisions of the Purchase and Sale Agreement.

2. Each of Borrowers agrees that, notwithstanding anything contained in any of the Seller Documents to the contrary, (a) the Purchase and Sale Agreement, the terms and provisions thereof and the sale, conveyance and assignment of the Obligations, Notes and other Loan Documents to Parent thereunder and the payment of the Warrant Amount in full satisfaction of the HTI Warrant shall not cause a default, event of default, breach, or otherwise give rise to any cause of action, avoidance, right of set off or any other claim with respect to Seller, Parent, the Obligations, Notes, HTI Warrant or other Seller Documents and (b) the sale, conveyance and assignment of the Obligations, Notes and other Loan Documents to Parent, and payment of the Warrant Amount in full satisfaction of the HTI Warrant, is and shall be binding on Borrowers in all respects.

3. As of the date of this Agreement and Consent the total outstanding Obligations are set forth on Schedule 1 attached hereto and made a part hereof.

D-1

4. Borrowers do not have, or hereby waive, any right of set-off or defense of any kind or description against Seller or Parent under any of the Seller Documents.

5. There have been no modifications of any terms or provisions of the Obligations or any modifications or amendments to any of the Seller Documents, except as set forth in the Purchase and Sale Agreement.

Each of Borrowers understands and agrees that any misrepresentation of any of the matters or representations contained herein shall, at the option of Parent, constitute a default under the terms of the Obligations and Seller Documents.

[Signature page follows]

D-2


INFOLOGIX, INC.

By:
Name:
Title:

INFOLOGIX SYSTEMS CORPORATION

By:
Name:
Title:

EMBEDDED TECHNOLOGIES, LLC

By:
Name:
Title:

OPT ACQUISITION, LLC

By:
Name:
Title:

INFOLOGIX-DDMS, INC.

By:
Name:
Title:

- Borrowers’ Signature Page to Agreement and Consent of Borrowers -

D-3

SCHEDULE 1 TO AGREEMENT AND CONSENT OF BORROWERS

Detailed Calculation of Outstanding Obligations

[To be complete as of Closing]

Schedule 1-1

-----END PRIVACY-ENHANCED MESSAGE-----