COMMON STOCK PURCHASE WARRANT BIOLASE, INC.Common Stock Purchase Warrant • June 26th, 2020 • Biolase, Inc • Dental equipment & supplies • New York
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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (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 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 to a Holder’s right to elect
BIOLASE, Inc. and Computershare Inc. and Computershare Trust Company, N.A., jointly as Warrant Agent Warrant Agency Agreement Dated as of [•], 2020Warrant Agency Agreement • June 26th, 2020 • Biolase, Inc • Dental equipment & supplies • New York
WARRANT AGENCY AGREEMENT, dated as of [•], 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”).
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
ContractWarrant Agreement • June 26th, 2020 • Biolase, 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 OR BLUE SKY LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED. PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE 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.
