Exhibit 10.44


 


THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE
SECURITIES LAWS. NO SALE, OFFER TO SELL, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION
STATEMENTS RELATED THERETO, (ii) AN
OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT
OF APPLICABLE NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES,
OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS
WARRANT.


 


RELIANT
TECHNOLOGIES, INC,


 


WARRANT TO
PURCHASE PREFERRED STOCK


 


For value received and
subject to the provisions set forth in this warrant (this “Warrant”),  PINNACLE  VENTURES I AFFILIATES, L.P. and its assigns are entitled to purchase
from RELIANT TECHNOLOGIES, INC.,
a Delaware corporation (the “Company”):


 


	
  Shares Series E Preferred Stock:

  	
   

  	
  The number of Shares for which this Warrant is exercisable shall equal
  the Warrant Coverage divided by the Exercise Price

  
	
   

  	
   

  	
   

  
	
  Exercise Price:

  	
   

  	
  $5.00

  
	
   

  	
   

  	
   

  
	
  Term of Warrant:

  	
   

  	
  5 years from the Warrant Date

  
	
   

  	
   

  	
   

  
	
  Warrant Date:

  	
   

  	
  August 20, 2007

  



 


The
number of Shares for which this Warrant is exercisable and the Exercise Price may be
adjusted as specified in Section 5.


 


1.                                      Definitions. As
used herein, capitalized terms not otherwise defined herein shall have the
meanings set forth in the introductory paragraph of this Warrant or the
following meanings:


 


(a)                                  “Applicable Stock” means (i) the
Company’s presently authorized series of preferred stock specified in the
introductory paragraph of this Warrant, (ii) after the conversion of all
of the outstanding shares of such series of preferred stock into Common
Stock, either automatically or by vote of the requisite holders thereof, the
Company’s Common Stock. and (iii) upon any conversion, exchange,
reclassification or change, any security into which the  securities
described in clauses (i) or (ii) of  this definition
may be converted, exchanged, reclassified or otherwise changed.


 


(b)                                 “Common Stock”  means the common stock of the
Company.


 


(c)                                  “Exercise Price”  means
the exercise price per share of Applicable
Stock specified in the introductory paragraph of this
Warrant.


 


(d)                                 “Holder”  means
the initial holder of this Warrant set forth in the first paragraph of this
Warrant and any other person or entity which becomes a holder of this Warrant
pursuant to the terms of this Warrant.


 


(e)                                  “Other Warrants”  means any  other
warrants issued by the Company in connection with the transaction with respect
to which this Warrant was issued, and any warrant issued upon transfer or
partial exercise of or in lieu of this Warrant. The term “Warrant’ as used
herein shall be deemed to include Other Warrants unless the context clearly
requires otherwise.


 


(f)                                    “Public Acquisition”  means  any
consolidation or merger of the Company with another corporation, or the sale of
all or substantially all of its assets to another corporation which is effected
such that (1) the holders of Applicable Stock shall be entitled to receive
cash or shares of stock that are of a publicly traded company


 

















 


listed
on a national market or exchange which may be sold without restrictions
after the close of such event, (2) the Company’s stockholders own less
than 50% of the voting securities of the surviving entity, (3) the
surviving entity does not assume other options or warrants of the Company, and (4) at
the
time of such event the effective per share price for the
Applicable Stock (as adjusted for stock dividends, combinations, subdivisions
or stock splits with respect to such shares) is at least $15.00.


 


(g)                                 “Qualified IPO”  means
the Company’s initial sale of Common Stock to the public in a public offering
pursuant to a Registration Statement under the Securities Act of 1933, amended
(the “Act”), at a price per share
to the public equal to at least $15.60 (as adjusted for stock dividends,
combinations, subdivisions or stock splits with  respect to
such shares).


 


(h)                                 “Shares” means the shares of Applicable
Stock of Company issuable upon exercise of this Warrant.


 


(i)                                     “Warrant
Coverage”  initially
means $6.700; provided however, that
upon any Advance under the Loan Agreement, Warrant Coverage means the sum of: (i) $6,700
plus (ii) 2% times 3.30% times the amount of all Advances made under the
Loan Agreement.


 


(j)                                     “Warrant Date”  means
the date of this Warrant specified in the introductory paragraph of this
Warrant.


 


2.                                      Term. The right to purchase
Applicable Stock upon exercise hereof is exercisable at any time and from time
to time from the Warrant Date until the earlier to occur of the following: (a) the
fifth anniversary of the Warrant Date, (b) a Qualified [PO, or (c) a
Public Acquisition.


 


3.                                      Payment and Exercise.


 


(a)                                  Methods
of Exercise. The purchase right
represented by this Warrant may be exercised by the Holder: in whole  or
in part and from time to time, at the election of the Holder, by (a) the
surrender of this Warrant (with the notice of exercise substantially in the form attached
hereto as Exhibit A duly completed and executed) at the principal office
of the Company and by the payment to the Company, by check, or by wire  transfer
to an account designated by the Company of an amount equal to the then
applicable Exercise Price multiplied by the number of Shares then being
purchased (the “Aggregate  Purchase  Price”);  (b) if
in connection with a registered public offering of the Company’s securities,
the surrender of this Warrant (with the notice of exercise form attached
hereto as Exhibit B duly completed and executed) at the principal office
of the Company together with notice of arrangements reasonably satisfactory to
the Company for payment to the Company
from the  proceeds of the
sale of shares to be sold by the Holder in such public offering of the
Aggregate Purchase Price, or (c) exercise of the “net issuance” right provided for in  Section 3(b) hereof. The person or persons
in whose name(s) any certificates) representing Shares of Applicable Stock
shall be issuable upon exercise of this Warrant shall be deemed to have become
the holders) of record of, and shall be treated for all purposes as the record
holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been  issued)
immediately prior to the close of business on the date or dates upon which this
Warrant is exercised. In the event of any exercise of the rights represented by
this Warrant, certificates for the Shares so purchased shall be delivered to
the Holder within a reasonable time after
such exercise and, unless this  Warrant has been fully exercised
or expired, a new Warrant representing the portion of the Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be
issued to the Holder within a reasonable time; provided, however, that at such
time as the Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, if requested by the Holder, the Company shall
cause its transfer agent to deliver the certificate representing Shares issued
upon exercise of this Warrant to a broker or other person (as directed by the
Holder exercising this Warrant) within the time period required to settle any
trade made by the Holder after exercise of this Warrant,


 


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(b)                                 Right
to Convert Warrant into Stock: Net Issuance.


 


(i)                                     Net
Issuance Right. In addition to and
without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right
to convert this Warrant or any portion thereof  (the “Net Issuance Right”)  into shares
of Applicable Stock as provided in this Section 3(b) at any time or
from time to time during the term of this Warrant. Upon exercise of the Net
Issuance Right with respect to a particular number of shares subject to this
Warrant (the “Converted Warrant Shares”),  the
Company shall deliver to the Holder (without payment by the Holder of any
exercise price or any cash or other consideration) that number of shares of  fully  paid and nonassessable Applicable
Stock as is determined according to the following formula:


 


	
  X= 

  	
  A - B

  	
   

  	
   

  	
   

  
	
   

  	
  Y

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Where:

  	
  X =

  	
   

  	
  the number of shares of Applicable Stock that shall be issued to
  Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Y =

  	
   

  	
  the fair market value of one share of Applicable Stock

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A =

  	
   

  	
  the aggregate fair market value of the specified number of Converted
  Warrant Shares (i.e., the number of Converted
  Warrant Shares multiplied by the
  fair market value of one Converted Warrant Share)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B =

  	
   

  	
  the aggregate Exercise Price of the specified number of Converted
  Warrant Shares immediately prior to the exercise of the Net Issuance Right (i.e., the number of Converted  Warrant Shares multiplied by the Exercise Price)

  
						



 


No fractional shares shall be issuable upon exercise
of the Net Issuance Right, and, if the number of shares to be issued determined
in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the
fair market value of the
resulting fractional share on the Conversion Date (as hereinafter defined). For
purposes of Section 10 of this Warrant, shares issued pursuant to the Net
Issuance Right shall be treated as if they were issued upon the exercise of
this Warrant.


 


(ii)                                  Exercise
of Net Issuance Right. The Net issuance Right
may be exercised by the Holder by the surrender of
this Warrant at the principal office of the Company together with a written statement (substantially in
the form attached hereto as Exhibit A or Exhibit B) specifying
that the Holder thereby intends to exercise the Net Issuance Right and
indicating the number of shares subject to this Warrant which are being
surrendered (referred to in Section 3(b)(i) hereof as the Converted
Warrant Shares) in exercise of the Net Issuance Right. Such conversion shall be
effective upon receipt by the Company of this Warrant
together with the aforesaid written statement, or on such later date as is
specified therein (the “Conversion Date”),  and, at the
election of the Holder, may be
made contingent upon the closing of the sale of the Company’s Common Stock to
the public in a public offering (a “Public Offering”)  pursuant to a Registration Statement under the
Securities Act of 1933, amended (the “Act”). Certificates
for the shares issuable
upon exercise of the Net Issuance Right and, if applicable, a new warrant evidencing the balance of the
shares remaining subject to this Warrant, shall be issued as of the Conversion
Date and shall be delivered to the Holder within a reasonable time following
the Conversion Date.


 


(iii)                               Determination
of Fair Market Value. For purposes of this Section 3(b),
“fair market value” of a share of Applicable Stock (which shall be Common Stock
if the Applicable Stock has been converted into Common Stock) as of a
particular date (the “Determination
Date”) shall mean:


 


(1)                                  If
the Net Issuance Right is exercised in connection with and contingent upon a
Public Offering, and if the
Company’s Registration Statement relating to such Public Offering (“Registration Statement”)  has been declared effective by the
Securities and Exchange Commission, then the initial “price to the public”
specified in the final prospectus with respect to such offering.


 


(2)                                  If
the Net Issuance Right is not exercised in connection with and contingent upon
a Public Offering, then as
follows:


 


(A)                              if
traded on a securities exchange, then the fair market value shall be the
average of the closing prices of the Common Stock on such exchange over the
five trading days immediately prior to the Determination Date;


 


3

















 


(B)                                If
traded on the Nasdaq Stock Market or other over-the-counter system, then the
fair market value shall be the average of the closing bid prices of the Common Stock over the five trading days
immediately prior to the Determination Date; and


 


(C)                                If
there is no public market, then
fair market value shall be determined by the Board of Directors in good faith.


 


In
making a determination under clauses (A) or (B) above, if on the
Determination Date, five trading days have not passed since the Company’s Initial
Public Offering then the fair market value of the Common Stock shall be the average closing prices
or closing bid prices, as
applicable, for the shorter period beginning on and including the date of the Initial
Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one
trading day the closing price or closing bid price, as applicable, for soda trading day). If closing prices
or closing bid prices are no longer reported by a securities exchange or other
trading system, the closing price or closing bid price shall be that which is
reported by such securities exchange or other trading system at 4:00 p.m.
New York City time on the applicable trading day.


 


(c)                                  Exercise
Prior to Expiration. To the extent this
Warrant is not previously exercised as to all of the Shares subject hereto, and
if the fair market value of one share of
the Applicable Stock is greater than the Exercise Price then in effect, this Warrant shall be deemed
automatically exercised pursuant to Section 3(b) (even if not
surrendered) immediately before its
expiration, including but not limited to expiration pursuant to clause (b) of
Section 2. For purposes of such
automatic exercise, the fair market value of one share of the Applicable Stock
upon such expiration shell be determined pursuant to Section 3(b)(iii). To
the extent this Warrant or any portion thereof is deemed automatically
exercised pursuant to this Section 3(c), the Company agrees to promptly
notify the Holder of the number of Shares, if any, the Holder is to receive by
reason of such automatic exercise.


 


4.                                      Stock Fully Paid; Reservation of Shares.
All Shares that may be issued upon the exercise of the rights represented
by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid
and nonassessable, and free from all preemptive rights and taxes, liens and
charges with respect to the issuance thereof. During the period within which
the rights represented by this Warrant may be exercised, the Company will
at all times have authorized, and reserved for the purpose of the issue upon
exercise of the purchase rights evidenced by this Warrant, a sufficient number
of shares of its Applicable Stock to provide for the exercise of the rights represented by this Warrant and, while the Applicable
Stock is convertible preferred stock,
a sufficient number of shares of its Common Stock to provide for the conversion
of the Applicable Stock into Common Stock.


 


5.                                      Adjustment of Exercise Price and Number of Shares.
The number and kind of securities purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time upon
the occurrence of certain events, as follows:


 


(a)                                  Reclassification
or Merger. In case of any reclassification
or change of securities of the class issuable upon exercise of this
Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in case of any merger of the
Company with or into another entity (other than a merger with another entity in which the Company is the acquiring
and the surviving entity and which does not result in any reclassification or change of outstanding securities
issuable upon exercise of this Warrant), or in case of any sale of all or
substantially all of the assets of the Company, the Company, or such successor
or purchasing corporation, as the case may be, shall duty execute and
deliver to the Holder a new Warrant (in form and substance satisfactory to
the Holder), or the Company shall make appropriate provision without the
issuance of a new Warrant, so that the Holder shall have the right to receive
upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the
unexercised portion of this Warrant, and in lieu of the shares of Applicable
Stock theretofore issuable upon exercise of this Warrant, the kind and amount
of shares of stock, other securities, money and property receivable upon such
reclassification, change, merger or sale by a holder of the number of shares of
Applicable Stock then purchasable under this Warrant. The provisions of this Section 5(a) shall
similarly apply to successive reclassifications, changes, mergers and sales.


 


(b)                                 Subdivision
or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall subdivide or
combine its outstanding shares of Applicable Stock, the Exercise Price shall be
proportionately decreased and the number of Shares issuable hereunder shall be
proportionately increased in the case of a subdivision and the Exercise Price
shall be proportionately increased and the number of Shares issuable hereunder
shall be proportionately decreased in the case of a combination.


 


4

















 


(c)                                  Stock
Dividends and Other Distributions.
If the Company at any time while this Warrant is outstanding and unexpired
shall (i) pay a dividend with respect to Applicable Stock payable in
Applicable Stock, then the Exercise Price shall be adjusted, from and after the
date of determination of shareholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Exercise Price in
effect immediately prior to such date of determination by a fraction (A) the
numerator of which shall be the total number of shares of Applicable Stock
outstanding immediately prior to such dividend or distribution, and (B) the
denominator of which shall be the total number of shares of Applicable Stock
outstanding immediately after such dividend or distribution; or (ii) make
any other distribution with respect to Applicable Stock (except any
distribution specifically provided for in Sections 5(a) and 5(b)), then,
in each such case, provision shall be made by the Company such that the Holder
shall receive upon exercise of this Warrant a proportionate share of any such
dividend or distribution as though it were the holder of the Applicable Stock
as of the record date axed for the determination of the shareholders of the
Company entitled to receive such dividend or distribution.


 


(d)                                 Adjustment
of Number of Shares. Upon each adjustment
in the Exercise Price, the number of Shares of Applicable Stock purchasable
hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number
of Shares purchasable immediately prior to such adjustment in the Exercise
Price by a fraction, the numerator of which shall be the Exercise Price
immediately prior to such adjustment and the denominator of which shall be the
Exercise Price immediately thereafter.


 


(e)                                  Antidilution
Rights. The other antidilution
rights applicable to the Shares of Applicable Stock purchasable hereunder are
set forth in the Company’s Certificate of incorporation, as amended through the
Warrant Date, a true and complete copy of which is attached hereto as Exhibit B
(the “Charter”). The  Company
shall promptly provide the Holder with
any restatement, amendment, modification or waiver of the Charter
promptly after the same has been made.


 


In each case of adjustment pursuant to this Section 5, such
adjustment shall not be made with respect to the events set forth in Section 2
above.


 


6.                                      Notice of Adjustments.
Whenever the Exercise Price or
the number of Shares purchasable hereunder shall be adjusted pursuant to Section 5
hereof, the Company shall make a certificate
signed by its chief financial officer setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated, and the Exercise Price and the number of
Shares purchasable hereunder after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder. In addition,
whenever the conversion price or conversion ratio of the Applicable Stock shall
be adjusted, the Company shall make a certificate signed by its chief financial
officer setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated, and the conversion price or ratio of the Applicable Stock after
giving effect to such
adjustment, and shall cause copies of such certificate to be delivered to the
Holder.


 


7.                                      Fractional Shares. No
fractional shares of Applicable Stock will be issued in connection with any
exercise hereunder, but in lieu of such fractional shares the Company shall
make a cash payment therefor based on the fair market value of the Applicable
Stock on the date of exercise as reasonably determined in good faith by the
Company’s Board of Directors.


 


8.                                      Compliance with Act; Disposition of Warrant or
Shares of Applicable Stock.


 


(a)                                  Compliance
with Act. The Holder, by
acceptance hereof, agrees that this Warrant, and the shares of Applicable Stock
to be issued upon exercise hereof and any Common Stock issued upon conversion
thereof are being acquired solely for its own account for investment and not
with a view to or for sale or distribution of this Warrant or the shares of
Applicable Stock to be issued upon exercise hereof or any Common Stock issued
upon conversion thereof. Moreover, the Holder agrees that it will not offer,
sell or otherwise dispose of this Warrant, or any shares of Applicable Stock to
be issued upon exercise hereof or any Common Stock issued upon conversion
thereof except under circumstances which will not result in a violation of the
Act or any applicable state securities laws. Upon exercise of this Warrant,
unless the Shares being acquired are registered under the Act and any
applicable state securities laws or
an exemption from such registration is available, the Holder shall confirm in
writing that the shares of Applicable Stock so purchased (and any shares of
Common Stock issued upon conversion thereof) are being acquired for investment
and not with a view toward distribution or resale in violation of the Act and
shall confirm such other matters related thereto as may be reasonably
requested by the Company. This Warrant and all shares of Applicable Stock
issued upon exercise of this Warrant (unless registered under the Act and any
applicable state securities laws) shall be stamped or imprinted with a legend
in substantially the following form:


 


5

















 


“THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE
EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN
OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION
LETTERS FROM THE APPROPRIATE
GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS
OF SECTION 8 OF THE WARRANT UNDER
WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY.”


 


Said
legend shall be removed by the
Company, upon the request of the Holder, at such time as the restrictions on the transfer of the applicable security
shall have terminated.


 


(b)                                 Disposition
of Warrant or Shares. With respect to any
offer, sale or other disposition of this Warrant or any shares of Applicable
Stock acquired pursuant to the exercise of this Warrant prior to registration
of such Warrant or shares, the Holder agrees to give written notice to the
Company prior thereto, describing in detail the manner and circumstances
surrounding thereof, together with a written opinion of counsel, if requested
by the Company, or other evidence, if reasonably satisfactory to the Company, to the effect that such
offer, sale or other disposition may be effected without registration or
qualification (under the Act as then in effect or any federal or state
securities law then in effect) of this Warrant or such shares of Applicable
Stock and indicating whether or not under the Act certificates for this Warrant
or such shares of Applicable Stock to be sold or otherwise disposed of require
any restrictive legend as to applicable restrictions on transferability in
order to ensure compliance with such law. Upon receiving such written notice
and reasonably satisfactory opinion or other evidence, the Company shall, no
later than fifteen (15) days after receipt of the written notice, notify the
Holder that the Holder may sell or otherwise dispose of this Warrant or
such shares of Applicable Stock, all in accordance with the terms of the notice
delivered to the Company, if a determination has been made pursuant to this Section 8(b) that
the opinion of counsel or other evidence is not reasonably satisfactory to the
Company, the Company shall so notify the Holder promptly with details thereof
after such determination has been made. Notwithstanding the foregoing, this
Warrant or such shares of Applicable Stock may, as to such federal laws, be offered,
sold or otherwise disposed of in accordance with Rule 144 or 144A under
the Act, provided that the Company shall have been furnished with such
information as the Company may reasonably request to provide a reasonable
assurance that the provisions of Rule 144 or 144A have been satisfied. Each certificate representing this
Warrant or the shares of Applicable Stock thus transferred (except a transfer
pursuant to Rule 144 or I44A) shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with such laws,
unless in the aforesaid opinion of counsel for the Holder, such legend is not
required in order to ensure compliance with such laws. The Company may issue
stop transfer instructions to its transfer agent in connection with such
restrictions. Additionally, the Holder may dispose of all or any part of
this Warrant or the shares of Applicable Stock acquired pursuant to the
exercise of this Warrant if the Company shall have received a letter secured by
the Holder from the Securities and Exchange Commission (the “Commission”)  stating no action will be
recommended to the Commission with respect to the proposed disposition.


 


(c)                                  Applicability
of Restrictions. Neither any
restrictions of any legend described in this Warrant nor the requirements of Section 8(b) above
shall apply to any transfer of, or grant of a security interest in, this
Warrant (or the Applicable Stock or Common Stock obtainable upon exercise
thereof) or any part hereof (i) to a partner of the Holder if the Holder is a partnership
or to a member of or other holder of an interest in the Holder if the Holder is
a limited liability company, (ii) to a partnership of which the Holder is
a partner or to a limited liability company of which the Holder Is a member or
other holder of an interest, or (iii) to any affiliate of the Holder if
the Holder is a corporation; provided, however, in any such
transfer, if applicable, the transferee shall on the Company’s request agree in
writing to be bound by the terms of this Warrant as if an original holder
hereof.


 


9.                                      Absence of Rights as Shareholders; Information. No Holder, as a holder of
this Warrant, shall be entitled to vote or receive dividends or be deemed the
holder of Applicable Stock or any other securities of the Company which may at
any time be issuabie upon the exercise hereof for any purpose, nor shall anything contained herein
be construed to confer upon the Holder, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors
or upon any matter submitted to shareholders at any meeting thereof, or to
receive dividends or subscription rights or otherwise until this Warrant shall
have been exercised and the Shares purchasable upon the exercise hereof shall
have become deliverable, as provided herein. Notwithstanding the foregoing, the
Company will transmit to the Holder such information, documents and reports as
are generally distributed to the holders of any class or series of
the securities of the Company concurrently with the distribution thereof to the
shareholders.


 


6

















 


10.                               Market Stand-Off Agreement. So
long as and during such time as all officers, directors and greater than one
percent (1%) stockholders and all holders of other warrants of the Company are
bound by similar agreements. Holder shall not sell, dispose of, transfer, make
any short safe of, grant any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale, any Common Stock
(or other securities) of the Company held by Holder, for a period of time
specified by the managing underwriters) (not to exceed one hundred eighty (180) days) following the
effective date of a registration statement of the Company fled under the Act. Holder
agrees to execute and deliver such other agreements as may be reasonably
requested by the Company and/or the managing underwriters) which are consistent
with the foregoing or which are necessary to give further effect thereto. In
order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to such Common Stock (or other
securities) until the end of such period. The underwriters of the Company’s
stock are intended third party beneficiaries of this Section 10 and shall
have the right, power and authority to enforce the provisions hereof as though
they were a party hereto.


 


11.                               Registration Rights.                                (a)                                  The
Company grants registration rights to the Holder for any Applicable Stock of
the Company (after its conversion to Common Stock) obtained upon exercise of
this Warrant, comparable to the registration rights granted to the investors in
that certain Amended and Restated Investor Rights Agreement dated as of March 12,
2007 (the “Investor Rights Agreement”),  with the following exceptions and
clarifications:


 


(1)                                  The
Holder will have not have the right to demand registration (other than a
registration on Form S-3 or any successor form), but can otherwise
participate in any registration demanded by others.


 


(2)                                  The
Holder will be subject to the same provisions regarding indemnification as
contained in the Investor Rights Agreement,


 


(3)                                  The
registration rights are freely assignable by the Holder in connection with a
transfer of this Warrant or the Shares which is permitted under the terms of
this Warrant, the Investor Rights Agreement, the Company’s charter documents
and any other governing document.


 


(b)                                 In
the event the Company amends the Investor Rights Agreement solely to add
additional parties (and not to change the terms thereof in any material
respect), at the Company’s request, Holder shall take all steps necessary to
become a party to and to bound by the terms of the Investor Rights Agreement. Holder’s
Warrants and Shares shall then be subject to the provisions set forth in the
Investor Rights Agreement and the provisions of Section 11(a) of this
Warrant shall no longer apply.


 


12.                               Notice Rights.


 


(a)                                  Acquisition
Transactions. The Company shall
provide the Holder with at least twenty (20) days’ written notice prior to
closing thereof of the terms and conditions of any of the following
transactions (to the extent the Company has notice thereof): (i) the sale,
lease, exchange, conveyance or other disposition of all or substantially all of
the Company’s property or business, or (ii) its merger into or
consolidation with any other corporation (other
than a wholly-owned subsidiary of the Company), or any transaction
(including a merger or other reorganization) or series of related
transactions, in which more than 50% of the voting power of the Company is
disposed of.


 


(b)                                 Notices
of Record Date. In the event of any
taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend (other
than a cash dividend which is the same as cash dividends paid in previous
quarters) or other distribution, the Company shall mail to the Holder,
at least ten (10) days prior to the date specified herein, a notice
specifying the date on which any such record is to be taken for the purpose of such dividend or
distribution.


 


(c)                                  Liquidation.
The Company shall provide the Holder with at least ten (10) days notice prior
to any voluntary or involuntary
dissolutions, liquidation or winding-up
of the Company.


 


13.                               Representations
and Warranties. The Company represents
and warrants to the Holder as follows:


 


(a)                                  This
Warrant has been duly authorized and executed by the Company and is a valid and
binding obligation of the Company enforceable in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of
law or principles at equity governing specific performance, injunctive relief
and other equitable remedies.


 


(b)                                 The
Shares have been duly authorized and reserved for issuance by the Company and,
when issued in accordance with the terms hereof, will be validly issued, fully
paid and nonassessable and free from preemptive rights.


 


7

















 


(c)                                  The
rights, preferences, privileges and restrictions granted to or imposed upon the
Applicable Stock and the holders thereof are as set forth in the Charter, and
on the Warrant Date, each share of the Applicable Stock represented by this
Warrant is convertible into one share of Common Stock.


 


(d)                                 The
shares of Common Stock issuable upon conversion of the Shares have been duly
authorized and reserved for issuance by the Company and, when issued in
accordance with the terms of the Charter will be validly issued, fully paid and
nonassessable.


 


(e)                                  The
execution and delivery of this Warrant are not, and the issuance of the Shares
upon exercise of this Warrant in accordance with the terms hereof will not be,
inconsistent with the Company’s Charter or by-laws, do not and will not
contravene any law, governmental rule or regulation, judgment or order
applicable to the Company, and do not and will not conflict with or contravene
any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the
Company is a party or by which it is bound or require the consent or approval
of, the giving of notice to, the registration or filing with or the taking of
any action in respect of or by, any Federal, state or local government
authority or agency or other person, except for the filing of notices pursuant
to federal and state securities laws, which filings will be effected by the
time required thereby.


 


(f)                                    There
are no actions, suits, audits, investigations or proceedings pending or, to the
knowledge of the Company, threatened against the Company in any court or before
any governmental commission, board or authority which, if adversely determined,
could have a material adverse effect on the ability of the Company to perform its
obligations under this Warrant.


 


(g)                                 The
number of shares of Common Stock of the Company outstanding on the date hereof,
on a fully diluted basis (assuming the conversion of all outstanding
convertible securities and the exercise of all outstanding options and
warrants), does not exceed 47,000,000 shares.


 


14.                               Modification and Waiver. This
Warrant and any provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of the same is sought.


 


15.                               Notices. Any
notice, request, communication or other
document required or permitted to be given or delivered to the Holder or
the Company shall be delivered, or shall be sent by certified or registered mad,
postage prepaid, or overnight courier or delivered personally to the Holder at
its address as shown on the books of the
Company or to the Company at the address indicated therefor on the
signature page of this Warrant.


 


16.                               Binding Effect on Successors. This
Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition
of all or substantially all of the Company’s assets, and all of the obligations
of the Company relating to the Applicable Stock issuable upon the exercise or
conversion of this
Warrant shall survive the exercise, conversion and termination of this Warrant
and all of the covenants and agreements of the Company shall inure to-the
benefit of the successors and assigns of the Holder.


 


17.                               Lost Warrants or Stock Certificates. The
Company covenants to the Holder that, upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant or any stock certificate the Company will, on such terms as to
indemnity or otherwise as it may reasonably impose, the Company will make
and deliver a new Warrant or stock certificate, of like tenor, in lieu of the
lost, stolen, destroyed or mutilated Warrant or stock certificate.


 


18.                               Descriptive Headings. The
descriptive headings of the various Sections of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The
language in this Warrant shall be construed as to its fair meaning without
regard to which party drafted this Warrant.


 


19.                               Governing Law. This
Warrant shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the
laws of the State of California.


 


20.                               Survival of Representations, Warranties and
Agreements. All
representations and warranties of the Company and the Holder contained herein
shall survive the Warrant Date, the exercise or conversion of this Warrant (or
any part hereof) or the termination or expiration of rights hereunder. All
agreements of the Company and the Holder contained herein shall survive
indefinitely until, by their respective terms, they are no longer operative.


 


8

















 


21.                               Remedies. In
case any one or more of the covenants and agreements contained in this Warrant
shall have been breached, the Holder (in the case of a breach by the Company),
or the Company (in the case of a breach by the Holder), may proceed to
protect and enforce their or its rights either by suit in equity and/or by
action at law, including, but not limited to, an action for damages as a result
of any such breach and/or an action for specific performance of any such
covenant or agreement contained in this Warrant.


 


22.                               No Impairment of Rights. Except
to the extent as waived or consented
to by Holder, the Company will not, by amendment of its Charter or
through any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the
rights of the Holder against impairment.


 


23.                               Severability. The invalidity
or unenforceability of any provision of this Warrant in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction, or affect any other provision of this Warrant, which shall remain
in full force and effect.


 


24.                               Entire Agreement; Modification. This
Warrant constitutes the entire agreement between the parties pertaining to the
subject matter contained in it and supersedes all prior and contemporaneous
agreements, representations, and undertakings of the parties, whether oral or
written, with respect to such subject matter.


 


The Company has caused this
Warrant to be duty executed and delivered
as of the Warrant Date specified above.


 


	
  Reliant Technologies, Inc.

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Andrew Galligan

  
	
   

  	
   

  	
  Name:

  	
  Andrew Galligan

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address: 464 Ellis Street

  
	
   

  	
    Mountain View,
  CA 94043

  



 


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EXHIBIT A


 


NOTICE OF EXERCISE


 


To:                              Reliant Technologies, Inc. (the “Company”)


 


1.                                     The undersigned hereby:


 


o                                    elects to purchase                       shares
of [Applicable Stock] [Common Stock] of the Company pursuant to the terms of
the attached Warrant, and tenders  herewith payment of the purchase
price of such shares in full, or


 


o                                    elects to exercise its net issuance rights
pursuant to Section 3(b) of the attached Warrant with respect to                   Shares
of [Applicable Stock] [Common Stock].


 


2.                                     Please issue a certificate or certificates
representing                    shares
in the name of the undersigned or in such other name or names as are specified
below:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  



 


3.                                     The undersigned represents that the aforesaid
shares are being acquired for the account of the undersigned for investment and
not with a view to, or for resale in connection with, the distribution thereof
and that the undersigned has no present intention of distributing or reselling
such shares, all except as in compliance with applicable securities laws.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
   

  
				



 

















 


EXHIBIT B


 


NOTICE OF EXERCISE


 


To:                              Reliant Technologies, Inc. (the “Company”)


 


1.                                       Contingent upon and effective immediately
prior to the closing (the “Closing”) of the Company’s public offering
contemplated by the Registration Statement on Form S      ,
filed                             ,
200  , the undersigned hereby:


 


o                                    elects to purchase             shares of [Applicable Stock] [Common Stock] of
the Company (or such lesser number of shares as may be sold on behalf of
the undersigned at the Closing) pursuant to the terms of the attached Warrant,
or


 


o                                  elects to exercise its net issuance rights
pursuant to Section 3(b) of the attached Warrant with respect to         Shares
of [Applicable Stock] [Common Stock],


 


2.                                     Please deliver to the custodian for the
selling shareholders a stock certificate representing


 


such             shares.


 


2.                                     The undersigned has instructed the custodian
for the selling shareholders to deliver to the                                               Company $             or, if less, the net proceeds due the
undersigned from the sale of
shares in the aforesaid public offering. If such net proceeds are less than the
purchase price for such shares, the undersigned agrees to deliver the
difference to the Company prior to the Closing.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
   

  
				



 

















 


EXHIBIT C


 


CHARTER