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”).
COMMON STOCK PURCHASE WARRANT BIOLASE TECHNOLOGY, INC.Security Agreement • June 29th, 2011 • Biolase Technology Inc • 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).
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”).
LETTERHEAD OF RODMAN & RENSHAW, LLC]Placement Agent Agreement • June 29th, 2011 • Biolase Technology Inc • 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
LETTERHEAD OF RODMAN & RENSHAW, LLC]Letter Agreement • June 29th, 2011 • Biolase Technology Inc • Dental equipment & supplies
Reference is made to that certain letter agreement (“Letter Agreement”), dated June 22, 2011, by and between BIOLASE Technology (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) pursuant to which Rodman shall serve as the exclusive lead 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 Company and Rodman hereby agree to amend the Letter Agreement by deleting Section A.2 in its entirety and any and all references to Rodman Warrants in the Letter Agreement shall be disregarded.
