REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2011 • Biolase Technology Inc • Dental equipment & supplies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2011, between Biolase Technology, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2019 • Biolase, Inc • Dental equipment & supplies • New York
The undersigned, BIOLASE, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AGREEMENT ---------Employment Agreement • February 12th, 1999 • Biolase Technology Inc • Dental equipment & supplies • California
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT BIOLASE, INC.Biolase, Inc • February 15th, 2024 • Dental equipment & supplies • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIOLASE, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject t
AGREEMENT ---------Employment Agreement • May 15th, 2002 • Biolase Technology Inc • Dental equipment & supplies • California
Exhibit 10.1 LICENSE AGREEMENT THIS LICENSE AGREEMENT (together with the attached Exhibits the "AGREEMENT") is effective as of the 24th day of January, 2007 (the "EFFECTIVE DATE"), between BIOLASE TECHNOLOGY, Inc. (hereinafter along with its...License Agreement • May 10th, 2007 • Biolase Technology Inc • Dental equipment & supplies • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2022 • Biolase, Inc • Dental equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2022, between BIOLASE, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
BIOLASE, Inc. and Computershare Inc. and Computershare Trust Company, N.A., jointly as Warrant Agent Amended and Restated Warrant Agency Agreement Dated as of July 21, 2020Warrant Agency Agreement • July 22nd, 2020 • Biolase, Inc • Dental equipment & supplies • New York
AMENDED AND RESTATED WARRANT AGENCY AGREEMENT, dated as of July 21, 2020 (“Agreement”), by and among BIOLASE, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2024 • Biolase, Inc • Dental equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2024, between BIOLASE, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENT ---------Agreement and Plan • July 17th, 1998 • Biolase Technology Inc • Dental equipment & supplies • California
COMMON STOCK PURCHASE WARRANT BIOLASE TECHNOLOGY, INC.Biolase Technology Inc • June 29th, 2011 • Dental equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 29, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on June 29, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biolase Technology, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 10.3 ASSET PURCHASE AGREEMENT of January 29,2002 between Asclepion- Meditec AG Goschwitzer Strasse 51-52 07745 Jena (hereinafter referred to as the "Seller") and BIOLASE Europe GmbH c/o Brobeck Hale and Dorr Maximilianstrasse 31 80539 Munchen...Asset Purchase Agreement • September 13th, 2002 • Biolase Technology Inc • Dental equipment & supplies
EXHIBIT 10.28 ------------- TECHNOLOGY LICENSE AGREEMENT ---------------------------- This Agreement is between O'Donnell Eye Center, Incorporated, a Missouri corporation, having a place of business at 709 The Hamptons, Town & Country, Missouri...Technology License Agreement • July 17th, 1998 • Biolase Technology Inc • Dental equipment & supplies • Pennsylvania
14,000,000 SHARES OF COMMON STOCK BIOLASE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • Biolase, Inc • Dental equipment & supplies • New York
The undersigned, BIOLASE, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of BIOLASE, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • December 8th, 2023 • Biolase, Inc • Dental equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 6, 2023, between BIOLASE, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2011 • Biolase Technology Inc • Dental equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2011, between Biolase Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF UNDERWRITING AGREEMENT BIOLASE, INC.Underwriting Agreement • January 3rd, 2023 • Biolase, Inc • Dental equipment & supplies • New York
Biolase, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters” or each, an “Underwriter”) an aggregate of (x) [•] shares (each a “Firm Share” and collectively, the “Firm Share”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and (y) [•] pre-funded common stock purchase warrants of the Company (each a “Firm Pre-Funded Warrant” and collectively, the “Firm Pre-Funded Warrants”), with each Firm Pre-Funded Warrant exercisable to purchase one share of Common Stock at an exercise price of $0.01 per share. The Firm Shares and the Firm Pre-Funded Warrants are collectively referred to herein as the “Firm Securities”. The Company also proposes to sell to the Underwriters in any combination, at the option of the Representative, up to an additional (i) [•] shares of Common Stock (the “Option Shares” and, collectively with the Firm Shares, the “Shares”), and (ii) [•] pre-fu
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 8th, 2023 • Biolase, Inc • Dental equipment & supplies • New York
This letter agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and BIOLASE, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares of common stock (the “Shares”) of the Company, par value $0.001 per share (“Common Stock”), prefunded warrants to purchase Common Stock (the “Prefunded Warrants”), and warrants to purchase Common Stock (the “Warrants”, and collectively with the Shares and the Prefunded Warrants, the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the
BIOLASE, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • June 26th, 2020 • Biolase, Inc • Dental equipment & supplies • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by BIOLASE, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”) and holders of the Company’s common stock purchase warrants that were issued in a private placement transaction that was consummated on June 10, 2020 (“June 2020 Warrants”) subscription rights (the “Rights”) to subscribe for up to an aggregate of 15,000 units (the “Units”), each Unit consisting of one share of Series F Convertible Preferred Stock, par value $0.001 per share (each, a “Rights Share” and collectively with the rights shares included in the Units,, the “Rights Shares”) and 2,500 warrants, with each warrant representing the right to purchase one share of Common Stock (each, a “Rights Warrant” and collectively with the warrants included in the Units, the “Rights Wa
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2012 • Biolase, Inc • Dental equipment & supplies • California
This Loan and Security Agreement (this “Agreement”) is entered into as of May 24, 2012, by and between Comerica Bank (“Bank”) and Biolase, Inc., a Delaware corporation (“Borrower”).
EXHIBIT 1 RIGHTS AGREEMENT ---------------- This Rights Agreement (the "Agreement") is made and entered into as of the 31st day of December, 1998 by and between BIOLASE TECHNOLOGY, INC., a Delaware corporation (the "Company"), and U. S. STOCK TRANSFER...Rights Agreement • December 29th, 1998 • Biolase Technology Inc • Dental equipment & supplies • Delaware
FORM OF CLASS B WARRANT TO PURCHASE COMMON STOCK BIOLASE, INC.Biolase, Inc • February 15th, 2024 • Dental equipment & supplies • New York
THIS CLASS B WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received by BIOLASE, Inc., a Delaware corporation (the “Company”), or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Stockholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for from the Company, up to shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The subscription price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BORROWER AGREEMENTBorrower Agreement • March 14th, 2018 • Biolase, Inc • Dental equipment & supplies
THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the entity identified as Borrower on the signature page hereof ("Borrower") in favor of the Export-Import Bank of the United States ("Ex-Im Bank") and the institution identified as Lender on the signature page hereof ("Lender").
FORM OF COMMON STOCK PURCHASE WARRANT BIOLASE, INC.Biolase, Inc • December 8th, 2023 • Dental equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIOLASE, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 10.30 DISTRIBUTION AGREEMENT This Distribution Agreement (the "Agreement") is made and entered into effective the first day of December, 1998 (the "Effective Date") by and between BioLase Technology, Inc., a Delaware corporation having its...Distribution Agreement • April 15th, 1999 • Biolase Technology Inc • Dental equipment & supplies
ELEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 21st, 2024 • Biolase, Inc • Dental equipment & supplies
This CREDIT AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) dated as of November 9, 2018 (the “Closing Date”), among BIOLASE, INC., a Delaware corporation (“Borrower”), the financial institutions party hereto from time to time as lenders (each a “Lender” and collectively, the “Lenders”) and SWK FUNDING LLC (in its individual capacity, “SWK”), as Agent for all Lenders.
FORM OF BIOLASE TECHNOLOGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2005 • Biolase Technology Inc • Dental equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 2005 (the “Effective Date”), by and between BIOLASE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
LETTERHEAD OF RODMAN & RENSHAW, LLC]Biolase Technology Inc • April 12th, 2011 • Dental equipment & supplies • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and BIOLASE Technology, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement s
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2024 • Biolase, Inc • Dental equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [___], 2024, between BIOLASE, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
LETTERHEAD OF RODMAN & RENSHAW, LLC]Biolase Technology Inc • June 29th, 2011 • Dental equipment & supplies • New York
This letter (the “Agreement”) constitutes the agreement between BIOLASE Technology, Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) that Rodman shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable best efforts basis, in connection with the proposed offer and placement (the “Offering”) by the Company of securities of the Company (the “Securities”). The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors and nothing herein implies that Rodman would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by Rodman to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Rodman with respect to securing any other financing on be
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2010 • Biolase Technology Inc • Dental equipment & supplies • Maryland
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 27, 2010 (the “Effective Date”) among MIDCAP FINANCIAL, LLC, a Delaware limited liability company, with an office located at 7735 Old Georgetown Road, Suite 400, Bethesda, Maryland 20814 (“MidCap”), as collateral agent (“Agent”), SILICON VALLEY BANK, a California corporation and with a loan production office located at 5820 Canoga Avenue, Suite 210, Woodland Hills, California 91367 (“SVB”), the Lenders listed on Schedule 1.1 hereof and otherwise party hereto from time to time (each a “Lender” and collectively, the “Lenders”) and BIOLASE TECHNOLOGY, INC., a Delaware corporation (“Borrower”) provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 15th, 2024 • Biolase, Inc • Dental equipment & supplies • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of February 15, 2024 (the “Issuance Date”) between BIOLASE, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 18th, 2023 • Biolase, Inc • Dental equipment & supplies • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of September 18, 2023 (the “Issuance Date”) between BIOLASE, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2024 • Biolase, Inc • Dental equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [___], 2024, between BIOLASE, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 7th, 2024 • Biolase, Inc • Dental equipment & supplies • New York
This letter agreement (the “Agreement”) constitutes the agreement between Lake Street Capital Markets, LLC (“Lake Street”) and Maxim Group LLC (“Maxim”), as placement agents (each a “Placement Agent” and, collectively, the “Placement Agents”) and BIOLASE, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), that Placement Agents shall serve as exclusive placement agents for the Company, on a “reasonable best efforts” basis, for the proposed placement to certain purchasers (the “Purchasers”) of up to an aggregate of (i) [ ] common units (each a “Common Unit” and collectively, the “Common Units”), with each Common Unit consisting of (A) one share (each a “Share” and collectively, the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (B) one Class A warrant to purchase common stock (each a “Class A Warrant” and collectively, the “Class A Warrants”) to purchase one share of Common Stock (the “Class A Warrant Shares”) exercisa
