WARRANT AGENCY AGREEMENTWarrant Agency Agreement • May 22nd, 2023 • Biolase, Inc • Dental equipment & supplies • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of [____], 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”).
PREFERRED STOCK PURCHASE WARRANT BIOLASE, INC.Preferred Stock Purchase • May 22nd, 2023 • Biolase, Inc • Dental equipment & supplies • New York
THIS PREFERRED STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value of $0.001 received by 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 _____, 2023 (the “Initial Exercise Date”) and prior to 5:00 p.m. (New York City time) on _____, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIOLASE, Inc., a Delaware corporation (the “Company”), up to ______ shares of Series H Preferred Stock (as subject to adjustment hereunder, the “Preferred Warrant Shares”). The purchase price of one share of Series H Preferred 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
BIOLASE, INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2023 • 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 defined below) 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 Lake Street Capital Markets, LLC is acting as representative to the several Underwriters (in such capacity, 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 Underwriters) on the terms and conditions set forth herein.
