ex4-16.htm


     

                                                                        EXHIBIT
      4.16

                                                                            EXECUTION
      COPY

                                                                   

                                                                

     1WARRANT
      TO PURCHASE COMMON STOCK

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
      NOT
      BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE
      OF AN
      EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER
      SUCH
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    
      	
              Number
                of Shares:

            	
              17,175,971
                shares (subject to adjustment)

            
	
              
              

              Warrant
                Price:

            	
              
              

              $0.08
                per share                                  
                

            
	
              
              

              Issuance
                Date:

            	
              
              

              January
                14, 2008

            
	
              
              

              Expiration
                Date:

            	
              
              

              January
                14, 2018

            


    


     

    THIS
      WARRANT CERTIFIES THAT
      for value received, ERP2 Holdings, LLC or its registered assigns (hereinafter
      called the “Holder”)
      is entitled to purchase from Enterprise Informatics Inc. (hereinafter called
      the
“Company”),
      the above referenced number of fully paid and nonassessable shares (the “Shares”)
      of common stock (the “Common
      Stock”), of Company, at the Warrant Price per Share referenced above; the
      number of shares purchasable upon exercise of this Warrant and Warrant Price
      per
      Share referenced above being subject to adjustment from time to time as
      described herein. The exercise of this Warrant shall be subject to the
      provisions, limitations and restrictions contained herein.

     

    1.     Term
      and Exercise.

     

    1.1 
Term. 
      This Warrant is exercisable in whole or in part (but not as to any fractional
      share of Common Stock), at any time and from time to time after the date hereof
      prior to 6:00 p.m. Los Angeles time on the Expiration Date set forth
      above.

     

    1.2 
Warrant
      Price.  The Warrant shall be exercisable at the Warrant Price
      described above.

     

    1.3 
Procedure
      for Exercise of Warrant.  Holder may exercise this Warrant by
      delivering the following to the principal office of the Company in accordance
      with Section 6.1 hereof: (i) a duly executed Notice of Exercise in
      substantially the form attached as Schedule A, (ii) payment of the
      Warrant Price then in effect for each of the Shares being purchased, as
      designated in the Notice of Exercise.  Payment of the Warrant Price
      shall be made by the Holder by  (a) delivering to the Company cash,
      certified or official bank check payable to the order of the Company, or wire
      transfer of funds to the Company’s account (or any combination of any of the
      foregoing) in the amount of the Warrant Price for each share being purchased
      or
      (b) providing a written notice to the Company that the Holder is exercising
      this
      Warrant on a “cashless exercise” basis by authorizing the Company to withhold
      from issuance a number of shares of Common Stock otherwise issuable upon such
      exercise of this Warrant which, when multiplied by the Fair Market Value (as
      defined below) of the Common Stock on the date of exercise, is equal to the
      aggregate Warrant Price (and such withheld shares shall no longer be issuable
      under this Warrant).

     

     

               
      For purposes of this Warrant, “Fair
      Market
      Value” means:

     

     

    (a)           
      If, on any day, the security is traded on a securities exchange or through
      the
      NASDAQ Stock Market or the OTC Bulletin Board, the Fair Market Value shall
      be
      deemed to be the average of the closing prices of the securities on such
      exchange or quotation system, or, if there has been no sales on any such
      exchange or quotation system on any day, the average of the highest bid and
      lowest asked prices on such exchange or quotation system as of 4:00 p.m., New
      York time, or, if on any day the security is not traded on an exchange or quoted
      in the NASDAQ Stock Market or the OTC Bulletin Board, the average of the highest
      bid and lowest asked prices on such day in the domestic over-the-counter market
      as reported by the National Quotation Bureau, Incorporated or any similar
      successor organization, in each such case averaged over a period of ten (10)
      business days consisting of the business day as of which Fair Market Value
      is
      being determined and the nine (9) consecutive business days prior to such day;
      or

     

    (b)           
      If at any time such security is not listed on any securities exchange or quoted
      in the NASDAQ Stock Market or the OTC Bulletin Board and bid and asked prices
      in
      the domestic over-the-counter market are not reported by the National Quotation
      Bureau, Incorporated or any similar successor organization, the Fair Market
      Value shall be the fair value thereof, as determined jointly by the Board of
      Directors and the Holder. If such parties are unable to reach agreement within
      a
      reasonable period of time, such fair value shall be determined by an independent
      appraiser experienced in valuing securities jointly selected by the Company’s
      Board of Directors and the Holder.  The determination of the appraiser
      shall be final and binding upon the parties and the Company shall pay the fees
      and expenses of such appraiser.

     

    1.4 
Delivery
      of Certificate and New Warrant.  In the event of any exercise of the
      rights represented by this Warrant, a certificate or certificates for the shares
      of Common Stock so purchased, registered in the name of the Holder or such
      other
      name or names as may be designated by the Holder, together with any other
      securities or other property which the Holder is entitled to receive upon
      exercise of this Warrant, shall be delivered to the Holder hereof, at the
      Company’s expense, within a reasonable time, not exceeding fifteen (15) calendar
      days, after the rights represented by this Warrant shall have been so exercised;
      and, unless this Warrant has expired, a new Warrant representing the number
      of
      Shares (except a remaining fractional share), if any, with respect to which
      this
      Warrant shall not then have been exercised shall also be issued to the Holder
      hereof within such time.  The person in whose name any certificate for
      shares of Common Stock is issued upon exercise of this Warrant shall for all
      purposes be deemed to have become the holder of record of such shares on the
      date on which the Warrant was surrendered and payment of the Warrant Price
      was
      received by the Company, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is on a
      date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such Shares at the close of business on
      the
      next succeeding date on which the stock transfer books are open.

     

    1.5 
Restrictive
      Legends. 

     

    (a)           
      Legends on
      Shares.  Except as set forth herein, each certificate for
      Shares shall bear a restrictive legend in substantially the form as follows,
      together with any additional legend required by (a) any applicable state
      securities laws and (b) any securities exchange upon which such Shares may,
      at the time of such exercise, be listed:

     

    The
      shares of stock evidenced by this certificate have not been registered under
      the
      U.S. Securities Act of 1933, as amended, and may not be offered, sold, pledged
      or otherwise transferred (“transferred”) in the absence of such registration or
      an applicable exemption therefrom.  In the absence of such
      registration, such shares may not be transferred unless, if the Company
      requests, the Company has received a written opinion from counsel in form and
      substance satisfactory to the Company stating that such registration is not
      required.

     

    Any
      certificate issued at any time in exchange or substitution for any certificate
      bearing such legend shall also bear such legend unless, in the opinion of
      counsel for the Holder thereof (which counsel shall be reasonably satisfactory
      to the Company), the securities represented thereby are not, at such time,
      required by law to bear such legend.

     

    (b)           
      Removal of
      Legends. The restrictions upon transferability of this Warrant and the
      Shares issuable upon exercise of this Warrant (together, the “Securities”)
      shall cease when (i) such Securities are sold pursuant to a registration
      statement covering such Securities that has become effective under the
      Securities Act of 1933, as amended (the “Securities
      Act”) or (ii) an exemption from registration exists under the Securities
      Act and any applicable state securities laws and, if the Company requests,
      the
      Company has received a written opinion from counsel in form and substance
      satisfactory to the Company stating that such registration is not
      required.  When such restrictions upon transferability terminate, the
      Company shall, or shall instruct its transfer agent to, promptly, and without
      expense to the Holder or the shareholder, as the case may be, issue replacement
      Securities in the name of the Holder and/or the shareholder, as the case may
      be,
      not bearing the legends set forth herein.

     

     

    1.6 
Fractional
      Shares.  No fractional Shares shall be issuable upon exercise or
      conversion of the Warrant.  In the event of a fractional interest, the
      number of Shares to be issued shall be rounded down to the nearest whole
      Share.

     

    2.     Representations,
      Warranties and Covenants.

     

    2.1 
Representations
      and Warranties.

     

    (a)  
The
      Company is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of its state of incorporation and has all necessary power and authority to
      perform its obligations under this Warrant;

     

    (b)  
The
      execution, delivery
      and performance of this Warrant has been duly authorized by all necessary
      actions on the part of the Company and constitutes the legal, valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      its terms; and

     

    (c)  
This
      Warrant does not
      violate and is not in conflict with any of the provisions of the Company’s
      Articles of Incorporation or Certificate of Determination, Bylaws and any
      resolutions of the Company’s Board of Directors or stockholders, or any
      agreement of the Company, and no event has occurred and no condition or
      circumstance exists that might (with or without notice or lapse of time)
      constitute or result directly or indirectly in such a violation or
      conflict.

     

    2.2 
Issuance
      of Shares.  The Company covenants and agrees that all shares of
      Common Stock that may be issued upon the exercise of the rights represented
      by
      this Warrant will, upon issuance, be validly issued, fully paid and
      nonassessable, and free from all taxes, liens and charges with respect to the
      issue thereof.  The Company further covenants and agrees that it will pay
      when due and payable any and all federal and state taxes which may be payable
      in
      respect of the issue of this Warrant or any Common Stock or certificates
      therefor issuable upon the exercise of this Warrant.  The Company further
      covenants and agrees that the Company will at all times have authorized and
      reserved, free from preemptive rights, a sufficient number of shares of Common
      Stock to provide for the exercise in full of the rights represented by this
      Warrant.  If at any time the number of authorized but unissued shares of
      Common Stock of the Company shall not be sufficient to effect the exercise
      of
      the Warrant in full, then the Company will take all such corporate action as
      may, in the opinion of counsel to the Company, be necessary or advisable to
      increase the number of its authorized shares of Common Stock as shall be
      sufficient to permit the exercise of the Warrant in full, including without
      limitation, using its best efforts to obtain any necessary stockholder approval
      of such increase.  The Company further covenants and agrees that if any
      shares of capital stock to be reserved for the purpose of the issuance of shares
      upon the exercise of this Warrant require registration with or approval of
      any
      governmental authority under any federal or state law before such shares may
      be
      validly issued or delivered upon exercise, then the Company will in good faith
      and as expeditiously as possible endeavor to secure such registration or
      approval, as the case may be.  If and so long as the Common Stock issuable
      upon the exercise of this Warrant is listed on any national securities exchange
      or the Nasdaq Stock Market, the Company will, if permitted by the rules of
      such
      exchange or market, list and keep listed on such exchange or market, upon
      official notice of issuance, all shares of such Common Stock issuable upon
      exercise of this Warrant.

     

    3.     OtherAdjustments.

     

    3.1 
Stock
      Splits, Subdivisions or Combinations of Shares.  If the Company, at
      any time while this Warrant is outstanding, (a) pays a stock dividend on its
      Common Stock or otherwise makes a distribution on any class of capital stock
      that is payable in shares of Common Stock, (b) subdivides outstanding shares
      of
      Common Stock into a larger number of shares, or (c) combines outstanding shares
      of Common Stock into a smaller number of shares, then in each such case the
      Warrant Price shall be multiplied by a fraction of which the numerator shall
      be
      the number of shares of Common Stock outstanding immediately before such event
      and of which the denominator shall be the number of shares of Common Stock
      outstanding immediately after such event. Any adjustment made pursuant to clause
      (a) of this paragraph shall become effective immediately after the record date
      for the determination of stockholders entitled to receive such dividend or
      distribution, and any adjustment pursuant to clause (b) or (c) of this paragraph
      shall become effective immediately after the effective date of such subdivision
      or combination.

     

    3.2
Adjustment
      for Reclassification, Exchange and Substitution.  If at any
      time while this Warrant is outstanding, to the extent any outstanding share
      of
      Common Stock is changed into one or more shares of any class or classes of
      stock, this Warrant will thereafter represent the right to acquire (in lieu
      of
      the Common Stock purchasable and receivable upon the exercise of the rights
      represented hereby immediately prior to the consummation of such change) such
      shares as may be issued with respect to or in exchange for the number of
      outstanding shares of Common Stock which such Holder would have been entitled
      to
      receive had such Holder exercised this Warrant immediately prior to the
      consummation of such change, and the Warrant Price therefor shall be
      appropriately adjusted, all subject to further adjustment in this Section
      3.

     

     

    3.3 
Adjustments
      for Other Dividends and Distributions.  In case the Company
      shall, by dividend or otherwise, distribute to all holders of Common Stock
      shares of any class of capital stock of the Company, debt securities, assets
      or
      other property of the Company (excluding any dividend or distribution referred
      to in Section 3.1) (any of the foregoing hereinafter in this Section 3.3 called
      the “Distributed
      Assets”), then, in each such case, the Warrant Price shall be decreased
      so that the Warrant Price shall be equal to the price determined by multiplying
      the Warrant Price in effect on the record date of such distribution with respect
      to such dividend or distribution by a fraction,

     

     

    (a)           
      the numerator of which shall be (x) the Fair Market Value per share of the
      Common Stock on such record date minus (y) the fair market value of the
      Distributed Assets applicable to one share of Common Stock, as jointly
      determined in good faith by the Board of Directors and the Holder (or in the
      event such persons are unable to reach agreement upon such Fair Market Value
      within ten (10) days of such record date, the fair market value of the
      Distributed Assets shall be determined by an independent third party appraiser
      jointly selected by the Company and the Holder, the cost of which shall be
      borne
      solely by the Company); and

     

     

    (b)           
      the denominator of which shall be the Fair Market Value per share of the Common
      Stock on such record date,

     

    such
      adjustment to become effective immediately prior to the opening of business
      on
      the day following such record date; provided, however, that in the event the
      then fair market value (as so determined) of the portion of the Distributed
      Assets so distributed applicable to one share of Common Stock is equal to or
      greater than the Fair Market Value per share of the Common Stock on such record
      date, in lieu of the foregoing adjustment, adequate provision shall be made
      so
      that the Holder shall have the right to receive upon exercise of this Warrant
      the amount of Distributed Assets the Holder would have received had the Holder
      exercised this Warrant on such record date.  In the event that such
      dividend or distribution is declared but not so paid or made, the number of
      shares of Common Stock issuable upon exercise of this Warrant and the Warrant
      Price shall again be adjusted to be the number of shares of Common Stock
      issuable upon exercise of this Warrant and the Warrant Price that would be
      in
      effect if such dividend or distribution had not been declared.

     

    3.4 
Reorganization,
      Reclassification, Consolidation, Merger or Sale.  If any
      recapitalization, reclassification or reorganization of the share capital of
      the
      Company (excluding any change referred to in Section 3.2), or any consolidation
      or merger of the Company with another corporation, or the sale of all or
      substantially all of its shares and/or assets or other transaction (including,
      without limitation, a sale of substantially all of its assets followed by a
      liquidation) shall be effected in such a way that holders of Common Stock shall
      be entitled to receive shares, securities or other assets or property (a “Change”),
      then, as a condition of such Change, lawful and adequate provisions shall be
      made by the Company whereby the Holder hereof shall thereafter have the right
      to
      purchase and receive (in lieu of the Common Stock of the Company immediately
      theretofore purchasable and receivable upon the exercise of the rights
      represented hereby) such shares, securities or other assets or property as
      may
      be issued or payable with respect to or in exchange for the number of
      outstanding shares of Common Stock which such Holder would have been entitled
      to
      receive had such Holder exercised this Warrant immediately prior to the
      consummation of such Change.  The Company or its successor shall promptly
      issue to Holder a new Warrant for such new securities or other property. 
The new Warrant shall provide for adjustments which shall be as nearly
      equivalent as may be practicable to give effect to the adjustments provided
      for
      in this Section 3 including, without limitation, adjustments to the Warrant
      Price and to the number of securities or property issuable upon exercise of
      the
      new Warrant.  The provisions of this Section 3.4 shall similarly apply to
      successive Changes.

     

     

    3.5  Adjustments
      to the
      Conversion Prices for Certain Dilutive Issuances.

     

     

    (a)  Definitions.  For
      purposes of this Section 3.5, the following definitions apply:

     

     

    (1)           
      “Additional
      Shares of Common Stock” shall mean all shares of Common Stock issued (or,
      pursuant to Section 3.5(b), deemed to be issued) by the Company after the
      original issue date of this Warrant (excluding (a) any shares of Common Stock
      issued upon exercise of Options or upon the conversion or exchange of
      Convertible Securities, in either case, outstanding on the original issue date
      of this Warrant, (b) any shares of Common Stock issued under any Option granted
      pursuant to the 2007 Stock Incentive Plan or any other equity incentive plan
      approved by the Company’s Board of Directors (and any shares of Common Stock
      which, but for this clause (b), would be deemed to be issued pursuant to Section
      3.5(b) as a result of the grant of any such Option), and (c) any shares of
      Common Stock issued under this Warrant or any of the other warrants to be issued
      pursuant to the Summary of Terms between the Company and ERP2 Holdings, LLC
      dated January 14, 2008 (and any shares of Common Stock which, but for this
      clause (c), would be deemed to be issued pursuant to Section 3.5(b) as a result
      of the issuance of any such warrants).

     

     

    (2)           
      “Convertible
      Securities” shall mean any evidences of indebtedness, shares or other
      securities convertible into or exchangeable for Common Stock.

     

     

    (3)           
      “Options”
      shall mean rights, options or warrants to subscribe for, purchase or otherwise
      acquire either Common Stock or Convertible Securities.

     

     

    (b)           
      Deemed Issuance
      of
      Additional Shares of Common Stock.  In the event the Company,
      at any time or from time to time while this Warrant is outstanding, shall issue
      any Options or Convertible Securities or shall fix a record date for the
      determination of holders of any class of securities then entitled to receive
      any
      such Options or Convertible Securities, then the maximum number of shares (as
      set forth in the instrument relating thereto without regard to any provisions
      contained therein designed to protect against dilution) of Common Stock issuable
      upon the exercise of such Options or, in the case of Convertible Securities
      and
      Options therefor, the conversion or exchange of such Convertible Securities,
      shall be deemed to be Additional Shares of Common Stock issued as of the time
      of
      such issuance of such Convertible Securities or Options or, in case such a
      record date shall have been fixed, as of the close of business on such record
      date; provided, further, that in any such case in which Additional Shares of
      Common Stock are deemed to be issued:

     

     

    (1)           
      no further adjustments to the Warrant Price shall be made upon the subsequent
      issue of Convertible Securities or shares of Common Stock upon the exercise
      of
      such Options or conversion or exchange of such Convertible Securities;

     

     

    (2)           
      if such Options or Convertible Securities by their terms provide, with the
      passage of time or otherwise, for any increase in the consideration payable
      to
      the Company, or decrease in the number of shares of Common Stock issuable,
      upon
      the exercise, conversion or exchange thereof (including without limitation
      any
      such decrease resulting from the expiration or termination of any such Option
      or
      the right to convert or exchange any such Convertible Security), the Warrant
      Price computed upon the original issue thereof (or upon the occurrence of a
      record date with respect thereto), and any subsequent adjustments based thereon,
      shall, upon any such increase or decrease becoming effective, be recomputed
      to
      reflect such increase or decrease insofar as it affects such Options or the
      rights of conversion or exchange under such Convertible Securities; provided,
      that no readjustment pursuant to this clause (B) shall have the effect of
      increasing the Warrant Price to an amount which exceeds the Warrant Price on
      the
      original adjustment date.

     

     

    (c)           
      Adjustment of Warrant
      Price Upon Issuance of Additional Shares of Common Stock.  In
      the event the Company, at any time while this Warrant is outstanding, shall
      issue Additional Shares of Common Stock (including Additional Shares of Common
      Stock deemed to be issued pursuant to Section 3.5(b)) without consideration
      or
      for consideration per share less than either (i) the Warrant Price then in
      effect or (ii) the Fair Market Value per share of the Common Stock on the last
      full trading day immediately prior to such issue, then the Warrant Price shall
      be reduced, concurrently with such issue, to a price (calculated to the nearest
      cent) determined by multiplying the Warrant Price then in effect by the
      Applicable Percentage (as defined below).  For the purpose of the
      above calculation, the number of shares of Common Stock outstanding immediately
      prior to such issue shall be calculated on a fully diluted basis, as if all
      Convertible Securities had been fully converted into shares of Common Stock
      and
      any outstanding Options bearing an exercise price which is lower than the price
      at which the Additional Shares of Common Stock were issued had been fully
      exercised (and the resulting securities fully converted into shares of Common
      Stock, if so convertible) as of such date.  For purposes of this
      Section 3.5(c), “Applicable
      Percentage” shall mean the lesser of the following: (a) a fraction, the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such issue plus the number of shares of Common Stock which
      the aggregate consideration received by the Company for the total number of
      Additional Shares of Common Stock so issued would purchase at the Warrant Price
      then in effect, and the denominator of which shall be the number of shares
      of
      Common Stock outstanding immediately prior to such issue plus the number of
      such
      Additional Shares of Common Stock so issued or (b) a fraction, the numerator
      of
      which shall be the number of shares of Common Stock outstanding immediately
      prior to such issue plus the number of shares of Common Stock which the
      aggregate consideration received by the Company for the total number of
      Additional Shares of Common Stock so issued would purchase at the Fair Market
      Value per share of Common Stock, and the denominator of which shall be the
      number of shares of Common Stock outstanding immediately prior to such issue
      plus the number of such Additional Shares of Common Stock so issued

     

     

    (d)           
      Determination of
      Consideration.  For purposes of this Section 3.5, the
      consideration received by the Company in connection with the issuance of any
      Additional Shares of Common Stock shall be computed as follows:

     

     

    (1)           
      Cash and
      Property.  Such consideration shall:

     

     

    (A)           
      insofar as it consists of cash, be computed at the aggregate amount of cash
      received by the Company, excluding amounts paid or payable for accrued interest
      or accrued dividends;

     

     

    (B)           
      insofar as it consists of property other than cash, be computed at the fair
      value thereof at the time of such issuance, as determined by the Board of
      Directors in good faith; and

     

     

    (C)           
      in the event Additional Shares of Common Stock are issued together with other
      shares or securities or other assets of the Company for consideration which
      may
      consist of cash, property or both, be the proportion of such consideration
      so
      received, computed as provided in clauses (A) and (B) above, that, as determined
      by the Board of Directors in good faith, equals the proportion of the total
      value of such Additional Shares of Common Stock, other shares or securities
      or
      other assets of the Company represented by the value of such Additional
      Shares.

     

     

    (2)           
      Options and
      Convertible Securities.  The consideration per share received
      by the Company for Additional Shares of Common Stock deemed to have been issued
      pursuant to Section 3.5(b) relating to Options and Convertible Securities shall
      be determined by dividing:

     

     

    (A)           
      the total amount, if any, received or receivable by the Company as consideration
      for the issuance of such Options or Convertible Securities, plus the minimum
      aggregate amount of additional consideration (as set forth in the instruments
      relating thereto, without regard to any provision contained therein designed
      to
      protect against dilution) payable to the Company upon the exercise of such
      Options or the conversion or exchange of such Convertible Securities, or in
      the
      case of Options for Convertible Securities, the exercise of such Options for
      Convertible Securities and the conversion or exchange of such Convertible
      Securities, by

     

     

    (B)           
      the maximum number of shares of Common Stock (as set forth in the instruments
      relating thereto, without regard to any provision contained therein designed
      to
      protect against the dilution) issuable upon the exercise of such Options or
      conversion or exchange of such Convertible Securities, or in the case of Options
      for Convertible Securities, the exercise of such Options for Convertible
      Securities and the conversion or exchange of such Convertible Securities.

     

     

    3.6           
Adjustment
      in Number of Warrant Shares.  Upon each adjustment of the
      Warrant Price as a result of the calculations made in this Section 3, the number
      of Shares issuable upon exercise of this Warrant shall be adjusted by
      multiplying such number of Shares by a fraction, the numerator of which shall
      be
      the Warrant Price in effect immediately prior to such adjustment and the
      denominator of which shall be the Warrant Price in effect after giving effect
      to
      such adjustment.

     

     

    3.6           
Other
      Events.  If any event
      occurs that would adversely affect the Holder’s rights but not expressly
      provided for by this Section 3 (including, without limitation, the granting
      of
      stock appreciation rights, phantom stock rights or other rights with equity
      features), then the Company’s Board of Directors will make an appropriate
      adjustment in the Warrant Price and number of Warrant Shares subject to this
      Warrant so as to protect the Holder’s rights; provided, however, that no such
      adjustment will increase the Warrant Price or decrease the number of Warrant
      Shares obtainable as otherwise determined pursuant to this Section 3.

     

     

    3.7           
Notice
      of
      Adjustments.  Upon the
      occurrence of each adjustment pursuant to this Section 3, the Company at its
      expense will promptly compute such adjustment in accordance with the terms
      of
      this Warrant and prepare a certificate setting forth such adjustment, including
      a statement of the adjusted Warrant Price and adjusted number or type of Warrant
      Shares or other securities issuable upon exercise of this Warrant (as
      applicable), describing the transactions giving rise to such adjustments and
      showing in detail the facts upon which such adjustment is based.  The
      Company will promptly deliver a copy of each such certificate to the Holder
      and
      to the Company’s transfer agent.

     

     

    3.8           
Notice
      of
      Corporate Events; Termination.  If the Company
      (i) declares a dividend or any other distribution of cash, securities or other
      property in respect of its Common Stock, including without limitation any
      granting of rights or warrants to subscribe for or purchase any capital stock
      of
      the Company or any Subsidiary, (ii) authorizes or approves, enters into any
      agreement contemplating, or solicits, stockholder approval for any merger,
      sale
      or similar transaction pursuant to which Common Stock is converted or exchanged
      for cash, securities or property or (iii) authorizes the voluntary dissolution,
      liquidation or winding up of the affairs of the Company, then the Company shall
      deliver to the Holder a notice describing the material terms and conditions
      of
      such transaction at least 15 calendar days prior to the applicable record or
      effective date on which a person would need to hold Common Stock in order to
      participate in or vote with respect to such transaction, and the Company will
      take all steps reasonably necessary in order to insure that the Holder is given
      the practical opportunity to exercise this Warrant prior to such time so as
      to
      participate in or vote with respect to such transaction; provided, however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such notice.

     

    4.     Ownershipand
      Transfer.

     

    4.1 
Ownership
      of This Warrant.  The Company may deem and treat the person in whose
      name this Warrant is registered as the holder and owner hereof (notwithstanding
      any notations of ownership or writing hereon made by anyone other than the
      Company) for all purposes and shall not be affected by any notice to the
      contrary until presentation of this Warrant for registration of transfer as
      provided in this Section 4.

     

    4.2 
Transfer
      and Replacement.  Subject to the terms and conditions of this
      Warrant and compliance with all applicable securities laws, and upon prior
      written consent of the Company, which consent shall not be unreasonably
      withheld, this Warrant and all rights hereunder are transferable in whole or
      in
      part upon the books of the Company by the Holder hereof in person or by duly
      authorized attorney, and a new Warrant or Warrants, of the same tenor as this
      Warrant but registered in the name of the transferee
      or transferees (and in the name of the Holder, if a partial transfer is
      effected) shall be made and delivered by the Company upon surrender of this
      Warrant duly endorsed, at the office of the Company in accordance with Sections
      6.1 and 6.2 hereof.  Upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft or destruction, and, in such case, of
      indemnity or security reasonably satisfactory to it, and upon surrender of
      this
      Warrant if mutilated, the Company will make and deliver a new Warrant of like
      tenor, in lieu of this Warrant; provided that if the Holder hereof is an
      instrumentality of a state or local government or an institutional holder or
      a
      nominee for such an instrumentality or institutional holder an irrevocable
      agreement of indemnity by such Holder shall be sufficient for all purposes
      of
      this Warrant, and no evidence of loss or theft or destruction shall be
      necessary.  This Warrant shall be promptly cancelled by the Company upon
      the surrender hereof in connection with any transfer or replacement. 
Except as otherwise provided above, in the case of the loss, theft or
      destruction of a Warrant, the Company shall pay all expenses, taxes and other
      charges payable in connection with any transfer or replacement of this Warrant,
      other than income taxes and stock transfer taxes (if any) payable in connection
      with a transfer of this Warrant, which shall be payable by the Holder. 
Holder will not transfer this Warrant and the rights hereunder except in
      compliance with federal and state securities laws and except after providing
      evidence of such compliance reasonably satisfactory to the Company.

     

    5.     Compliance
      with Securities Laws. By
      acceptance of this Warrant, the
      Holder hereby represents, warrants and covenants that any shares of stock
      purchased upon exercise of this Warrant or acquired upon conversion thereof
      shall be acquiredfor
      investment only and not with a view to, or for sale in connection with, any
      distribution thereof; that the Holder has had such opportunity as Holder has
      deemed adequate to obtain from representatives of the Company such information
      as is necessary to permit
      the Holder to evaluate the merits
      and risks of its investment in the Company; that the Holder is able to bear
      the
      economic risk of holding such shares as may be acquired pursuant to the exercise
      of this Warrant for an indefinite period; that the Holder
      understands that the shares of stock
      acquired pursuant to the exercise of this Warrant or acquired upon conversion
      thereof will not be registered under the Act (unless otherwise required pursuant
      to exercise by the Holder of the registration rights, ifany,
      previously granted to the
      registered Holder) and will be “restricted securities”within
      the meaning of Rule 144 under the
      Securities Act; and that all stock certificates representing shares of stock
      issued to the Holder upon exercise of this Warrant or
      upon conversion of such shares may
      have affixed thereto a legend substantially in the form set forth in Section
      1.5
      above.

     

    6.     MiscellaneousProvisions.

     

     

    6.1 
Notices.
       All notices and other communications given to any party hereto pursuant to
      this Agreement shall be in writing and shall be delivered as follows:

     

    (i)
      if to Holder, to:

    


    ERP2
      Holdings, LLC

    c/o
      Richard Shorten

    694
      Weed
      Street

    New
      Canaan, Connecticut 06840

    Attention:  Board
      of Managers

    Fax:  (702)
      995-4535

    


    with
      a
      copy to:

    Stroock
      & Stroock & Lavan LLP

    180
      Maiden Lane

    New
      York,
      New York 10038

    Attention:  Brett
      Lawrence

    Fax:  (212)
      806-6006

    


    (ii)
      if
      to the Company, to:

    


    Enterprise
      Informatics Inc.

    10052
      Mesa Ridge Court, Suite 100,

    San
      Diego, California, 92121

    Attention: 
      John Low

    Fax:
      (858) 625-3010

    


    with
      a
      copy to:

    


    Gibson,
      Dunn & Crutcher LLP

    1881
      Page
      Mill Rd.

    Palo
      Alto, California, 94304

    Attention:
      Russell C. Hansen

    Fax:  (650)
      849-5083

    


    


    Such
      addresses and facsimile numbers may
      be changed, from time to time, by means of a notice given in the manner
      provided in
      this Section 6.1 and Section 6.2

    


    6.2 
Deemed
      Delivery. All notices,
      requests
      and approvals required by this Warrant shall be in writing and shall be
      conclusively deemed to be given (i) when hand-delivered to the other party,
      (ii)
      when received if sent by facsimile at the address and number set forth above;
      provided that notices given by facsimile shall not be effective, unless either
      (a) a duplicate copy of such facsimile notice is promptly given by depositing
      the same in the mail, postage prepaid and addressed to the party as set forth
      below or (b) the receiving party delivers a written confirmation of receipt
      for
      such notice by any other method permitted under this paragraph; and further
      provided that any notice given by facsimile received after 5:00 p.m.
      (recipient’s time) or on a non-business day shall be deemed received on the next
      business day; (iii) five (5) business days after deposit in the United States
      mail, certified, return receipt requested, postage prepaid, and addressed to
      the
      party as set forth below; or (iv) the next business day after deposit with
      an
      international overnight delivery service, postage prepaid, addressed to the
      party as set forth below with next business day delivery guaranteed; provided
      that the sending party receives confirmation of delivery from the delivery
      service provider.

     

    6.3 
No
      Rights
      as Shareholder; Limitation of Liability.  This Warrant shall not
      entitle the Holder to any of the rights of a shareholder of the Company except
      upon exercise in accordance with the terms hereof.  No provision hereof, in
      the absence of affirmative action by the Holder to purchase shares of Common
      Stock, and no mere enumeration herein of the rights or privileges of the Holder,
      shall give rise to any liability of the Holder for the Warrant Price hereunder
      or as a shareholder of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.

     

    6.4 
Governing
      Law.  This Warrant shall be governed by and construed in accordance
      with the laws of the State of California as applied to agreements among
      California residents made and to be performed entirely within the State of
      California, without giving effect to the conflict of law principles
      thereof.

     

    6.5 
Binding
      Effect on Successors.  This Warrant shall be binding upon any
      corporation succeeding the Company by merger, consolidation or acquisition
      of
      all or substantially all of the Company’s assets and/or securities.  All of
      the obligations of the Company relating to the Shares issuable upon the exercise
      of this Warrant shall survive the exercise and termination of this
      Warrant.  All of the covenants and agreements of the Company shall inure to
      the benefit of the successors and assigns of the Holder.

     

    6.6 
Waiver,
      Amendments and Headings.  This Warrant and any provision hereof may
      be changed, waived, discharged or terminated only by an instrument in writing
      signed by both parties (either generally or in a  particular instance and
      either retroactively or prospectively).  The headings in this Warrant are
      for purposes of reference only and shall not affect the meaning or construction
      of any of the provisions hereof.

     

    6.7 
Jurisdiction. 
      Each of the parties irrevocably agrees that any and all suits or proceedings
      based on or arising under this Agreement may be brought only in and shall be
      resolved in the federal or state courts located in the City of Los Angeles,
      California and consents to the jurisdiction of such courts for such
      purpose.  Each of the parties irrevocably waives the defense of an
      inconvenient forum to the maintenance of such suit or proceeding in any such
      court.  Each of the parties further agrees that service of process upon
      such party mailed by first class mail to the address set forth in Section 6.1
      shall be deemed in every respect effective service of process upon such party
      in
      any such suit or proceeding.  Nothing herein shall affect the right of a
      Holder to serve process in any other manner permitted by law.  Each of the
      parties agrees that a final non-appealable judgment in any such suit or
      proceeding shall be conclusive and may be enforced in other jurisdictions by
      suit on such judgment or in any other lawful manner.

     

    6.8 
Expenses. 
      Except as specifically provided herein, the Company shall pay all reasonable
      fees, costs and expenses in connection with, and all taxes (other than income
      taxes and stock transfer taxes) and other governmental charges relating to,
      the
      exercise, issuance, delivery and interpretation of the Warrant and the Shares
      issuable upon exercise of the Warrant.

     

    


     

    IN
      WITNESS WHEREOF, the
      Company has caused this Warrant to be signed by its duly authorized officer
      this
      14th day of January, 2008.

     


    
      	 	
               COMPANY:

            
	 	 
	

            	
              ENTERPRISE
                INFORMATICS INC.

            
	

            	

            
	

            	

            
	

            	
              By

            	
              /s/
                John W. Low

            
	

            	
                    Name:  John
                W. Low

            
	

            	
                    Title:
                 Chief Financial Officer