EX-10.30





 Exhibit 10.30 

FIFTH AMENDMENT TO 

CREDIT AGREEMENT 

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 15, 2020, is entered into by and among
BIOLASE, INC., a Delaware corporation (“Borrower”), each of the undersigned financial institutions (individually each a “Lender” and collectively “Lenders”) and
SWK FUNDING LLC, a Delaware limited liability company, in its capacity as administrative agent for the other Lenders (in such capacity, “Agent”). 

RECITALS 
 WHEREAS,
Borrower, Agent and Lenders entered into that certain Credit Agreement dated as of November 9, 2018 (as heretofore amended and as the same may be further amended, modified or restated from time to time, being hereinafter referred to as the
“Credit Agreement”); and 
 WHEREAS, Borrower, Agent and Lenders have agreed to amend certain provisions of the
Credit Agreement as more fully set forth herein. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 
 ARTICLE I 

Definitions 

1.1    Capitalized terms used in this Amendment are defined in the Credit Agreement, as amended hereby, unless
otherwise stated. 
 ARTICLE II 

Amendments to Credit Agreement 

2.1    Amendments to Section 7.13. Effective as of the date hereof,
Section 7.13 of the Credit Agreement is hereby amended and restated to read as follows: 

“7.13    Financial Covenants. 

7.13.1    Consolidated Unencumbered Liquid Assets.    (i) Not permit the
Consolidated Unencumbered Liquid Assets as of any date of determination prior to June 30, 2020 to be less than $1,500,000, and (ii) not permit the Consolidated Unencumbered Liquid Assets as of any date of determination on or after June 30,
2020 to be less than $3,000,000. 












 7.13.2    Minimum Aggregate Revenue. 

                (a)    Not
permit the Aggregate Revenue for the twelve (12) month period ending June 30, 2020 to be less than $41,000,000; provided, however, that to the extent that Borrower shall have issued additional Equity Interests and/or
Subordinated Debt resulting in net cash proceeds to Borrower of not less than $10,000,000 (in the aggregate) during the period from May 15, 2020 to and including June 30, 2020, the requirements of this
Section 7.13.2(a) shall automatically be waived for such twelve (12) month period ending on June 30, 2020. 

                (b)    Not
permit Aggregate Revenue for the consecutive month period ending on the last Business Day of any Fiscal Quarter set forth in the table below (designated by “Q” in the table below) to be less than the applicable amount set forth in the
table below for such period. 
  

					
	Minimum LTM Aggregate Revenue as of the end of:	 
	 Twelve (12) month period ending Q3 2020
	  	$	42,000,000	 
	 Twelve (12) month period ending Q4 2020
	  	$	43,000,000	 
	 Twelve (12) month period ending Q1 2021
	  	$	44,000,000	 
	 Twelve (12) month period ending Q2 2021
	  	$	44,000,000	 
	 Twelve (12) month period ending Q3 2021
	  	$	45,000,000	 
	 Twelve (12) month period ending Q4 2021 and each Fiscal Quarter thereafter
	  	$	46,000,000	 

 7.13.3    Minimum EBITDA. 

                (a)    Not
permit the EBITDA of Borrower and its Subsidiaries for the twelve (12) month period ending June 30, 2020 to be less than -($7,000,000); provided, however, that to the extent that Borrower shall have issued additional Equity
Interests and/or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $10,000,000 (in the aggregate) during the period from May 15, 2020 to and including June 30, 2020, the requirements of this Section
7.13.3(a) shall automatically be waived for such twelve (12) month period ending on June 30, 2020. 

                (b)    Not
permit the EBITDA of Borrower and its Subsidiaries for the consecutive month period ending on the last Business Day of any Fiscal Quarter 

  
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set forth in the table below (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period. 

 

					
	Minimum LTM EBITDA as of the end of:	 
	 Twelve (12) month period ending Q2 2020
	  	-($	7,000,000)	 
	 Twelve (12) month period ending Q3 2020
	  	-($	6,000,000)	 
	 Twelve (12) month period ending Q4 2020
	  	-($	5,000,000)	 
	 Twelve (12) month period ending Q1 2021
	  	-($	3,000,000)	 
	 Twelve (12) month period ending Q2 2021
	  	-($	2,500,000)	 
	 Twelve (12) month period ending Q3 2021
	  	-($	2,000,000)	 
	 Twelve (12) month period ending Q4 2021 and each Fiscal Quarter thereafter
	  	-($	2,000,000)	 

 ARTICLE III 

Conditions Precedent 

3.1    Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction
of the following conditions precedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent in its sole discretion: 

(A).    Agent shall have received (i) this Amendment duly executed by Borrower and (ii) that
certain Third Consolidated, Amended and Restated Warrant to Purchase Stock executed by Borrower in favor of Agent. 

(B).    The representations and warranties contained herein and in the Credit Agreement and the other Loan
Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date. 

(C).    Agent shall have received payment, for the benefit of Lenders, of an amendment fee in the amount of
$25,000, which shall be deemed fully-earned and non-refundable as of the date hereof 

(D).    No Default or Event of Default (other than the Specified
Non-Compliance Items) under the Credit Agreement, as amended hereby, shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent.


  
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 ARTICLE IV 

Limited Waiver, Ratifications, Representations and Warranties 

4.1    Limited Waiver. 

(a)    Borrower was in non-compliance with the requirements of
Section 7.13.1 for certain periods prior to the date hereof, which failures constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. 

(b)    Except as specifically set forth above in relation to the Specified
Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified
Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or
indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit
Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of
Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior,
existing or future violations of the Credit Agreement or any Loan Document. 

4.2    Ratifications. The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and effect. Borrower, Lenders and Agent agree that the Credit Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable
in accordance with their respective terms. Borrower agrees that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations. 

  
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 4.3    Representations and Warranties.
Borrower hereby represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Amendment, any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all
requisite action (as applicable) on the part of Borrower and will not violate the organizational documents of Borrower; (b) Borrower’s directors and/or managers have authorized the execution, delivery and performance of this Amendment any
and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document are true and correct on and as of the date
hereof and on and as of the date of execution hereof as though made on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date); (d) except as it relates to the Specified Non-Compliance Items, no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing; (e) Loan Parties are in full compliance in all material respects with all
covenants and agreements contained in the Credit Agreement and the other Loan Documents, as amended hereby; and (f) except as disclosed to Agent, no Loan Party has amended its organizational documents since the date of the Credit Agreement.

 ARTICLE V 

Miscellaneous Provisions 

5.1    Survival of Representations and Warranties.    All representations
and warranties made in the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents,
and no investigation by Agent or any Lender or any closing shall affect the representations and warranties or the right of Agent and each Lender to rely upon them. 

5.2    Reference to Credit Agreement. Each of the Credit Agreement and the other Loan
Documents, and any and all other Loan Documents, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any
reference in the Credit Agreement and such other Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby. 

5.3    Expenses of Agent. As provided in the Credit Agreement, Borrower agrees to pay on
demand all costs and expenses incurred by Agent, or its Affiliates, in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and
supplements thereto, including, without limitation, the reasonable fees and costs of legal counsel, and all costs and expenses incurred by Agent and each Lender in connection with the enforcement or preservation of any rights under the Credit
Agreement, as amended hereby, or any other Loan Documents, including, without, limitation, the reasonable fees and costs of legal counsel. 

  
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 5.4    Severability. Any provision of this
Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 

5.5    Successors and Assigns. This Amendment is binding upon and shall inure to the benefit
of Agent and each Lender and Borrower and their respective successors and assigns, except that no Loan Party may assign or transfer any of its rights or obligations hereunder without the prior written consent of Agent. 

5.6    Counterparts. This Amendment may be executed in one or more counterparts, each of which
when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronic (.pdf) transmission, which facsimile or electronic
(.pdf) signatures shall be considered original executed counterparts for purposes of this Section 5.6, and each party to this Amendment agrees that it will be bound by its own facsimile or electronic (.pdf) signature and
that it accepts the facsimile or electronic (.pdf) signature of each other party to this Amendment. 

5.7    Effect of Waiver. No consent or waiver, express or implied, by Agent to or for any
breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty. 

5.8    Headings. The headings, captions, and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment. 
 5.9    Applicable
Law. THE TERMS AND PROVISIONS OF SECTIONS 10.17 (GOVERNING LAW) AND 10.18 (FORUM SELECTION; CONSENT TO JURISDICTION) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS AMENDMENT
MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN. 
 5.10    Final Agreement. THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND AGENT. 
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 IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first
written above. 
  

			
	 BORROWER:
  

BIOLASE., INC.,
 a Delaware corporation

		
	By:	 	/s/ John R. Beaver
	Name:	 	John Beaver
	Title:	 	EVP & CFO














 
					
	 AGENT AND LENDER:
  

SWK FUNDING LLC,
 as Agent and a Lender

		
	By:	 	 SWK Holdings Corporation,
 its sole
Manager

			
		 	By:	 	/s/ Winston Black
		 	Name:	 	Winston Black
		 	Title:	 	Chief Executive Officer and President