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:
ContractWarrant Agreement • August 16th, 2010 • Biolase Technology Inc • Dental equipment & supplies • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES (SUBJECT TO THE PROVISIONS OF ARTICLE 5 BELOW), SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LICENSE AGREEMENTLicense Agreement • August 16th, 2010 • Biolase Technology Inc • Dental equipment & supplies • New York
This LICENSE AGREEMENT supersedes the license agreement having an effective date of the 24th day of January, 2007 (the “FIRST EFFECTIVE DATE”), between BIOLASE TECHNOLOGY, Inc. (hereinafter along with its AFFILIATES, referred to as “BIOLASE”), located at 4 Cromwell, Irvine, California 92618 and The Procter & Gamble Company (hereinafter along with its AFFILIATES, referred to as “P&G”) located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202. The license agreement having the FIRST EFFECTIVE DATE is referred to hereafter as “PREVIOUS AGREEMENT” and this LICENSE AGREEMENT is referred to hereafter as “SECOND AGREEMENT”. P&G and BIOLASE may each be referred to as a “PARTY” and collectively as the “PARTIES”. The SECOND AGREEMENT shall supersede the PREVIOUS AGREEMENT.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 16th, 2010 • Biolase Technology Inc • Dental equipment & supplies
This Intellectual Property Security Agreement is entered into as of May 27, 2010 by and among (a) MIDCAP FUNDING III, LLC, a Delaware limited liability company, individually as a Lender, and as Administrative Agent (“Agent”), and the financial institutions or other entities from time to time parties as lenders to the Loan Agreement (as defined below), each as a “Lender” and collectively as “Lenders”), and (b) BIOLASE TECHNOLOGY, INC., a Delaware corporation, (“Grantor”).
