Exhibit 10.25


 


THIS
WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


RELIANT TECHNOLOGIES,
INC.


WARRANT TO PURCHASE
COMMON STOCK


Warrant No. 43                                                                                                                                                     May
31, 2005


Void
After May 31, 2015


                THIS
CERTIFIES THAT,
for value received, Len DeBenedictis,
or his assigns (the “Holder”),
is entitled to subscribe for and purchase at the Exercise Price (defined below)
from Reliant Technologies, Inc., a
Delaware corporation, with its principal office at 260 Sheridan Ave., Suite
300, Palo Alto, CA  94306 (the “Company”) up to  250,000 shares
of Common Stock of the Company (the “Common Stock”).


 


1.             DEFINITIONS. 
As
used herein, the following terms shall have the following respective meanings:


(a)                           “Exercise
Period” shall
mean the period commencing with the date hereof and ending ten years later,
unless sooner terminated as provided below.


(b)                           “Exercise
Price” shall
mean $3.00 per share, subject to adjustment pursuant to Section 8 below.


(c)                           “Exercise
Shares” shall
mean the shares of the Company’s Common Stock issuable upon exercise of this
Warrant, subject to (i) vesting in accordance with Section 2 below and (ii)
adjustment pursuant to the terms herein, including but not limited to
adjustment pursuant to Section 8 below.


(d)                           “Change in Control” shall mean the occurrence, in a single transaction or
in a series of related transactions, of any one or more of the following
events:


(i)            any Entity becomes the owner, directly or indirectly, of securities of
the Company representing more than fifty percent (50%) of the combined voting
power of the Company’s then outstanding securities other than by virtue of a
merger, consolidation or similar transaction. 
Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur (A) on account of the acquisition of securities of the Company by any
institutional investor, any affiliate thereof or any other Entity that acquires
the Company’s securities in a transaction or series of related transactions
that are primarily a private financing transaction for the Company or (B)
solely because the level of ownership held by any Entity (the “Subject Person”)
exceeds the designated percentage threshold of the outstanding voting
securities as a result of a


 


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repurchase or
other acquisition of voting securities by the Company reducing the number of
shares outstanding, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of voting
securities by the Company, and after such share acquisition, the Subject Person
becomes the owner of any additional voting securities that, assuming the
repurchase or other acquisition had not occurred, increases the percentage of
the then outstanding voting securities owned by the Subject Person over the
designated percentage threshold, then a Change in Control shall be deemed to
occur;


(ii)           there is consummated a merger,
consolidation or similar transaction involving (directly or indirectly) the
Company if, immediately after the consummation of such merger, consolidation or
similar transaction, the stockholders of the Company immediately prior thereto
do not own, directly or indirectly, either (A) outstanding voting securities
representing more than fifty percent
(50%) of the combined outstanding voting power of the surviving Entity
in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined
outstanding voting power of the parent of the surviving Entity in such merger,
consolidation or similar transaction; or


(iii)         there is consummated a sale, lease,
license or other disposition of all or substantially all of the consolidated
assets of the Company and its subsidiaries, other than a sale, lease, license
or other disposition of all or substantially all of the consolidated assets of
the Company and its subsidiaries to an Entity, more than fifty percent (50%) of the combined
voting power of the voting securities of which are owned by stockholders of the
Company in substantially the same proportion as their ownership of the Company
immediately prior to such sale, lease, license or other disposition.


The term Change in
Control shall not include a sale of assets,
merger or other transaction effected exclusively for the purpose of changing
the domicile of the Company.


(e)                           “Entity” means a corporation, partnership or other entity,
except that “Entity” shall not include (A) the Company or any subsidiary of the
Company, (B) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (C) an Entity owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


2.             VESTING/COMPANY REPURCHASE OPTION.  The shares of Common Stock issuable pursuant to this
Warrant shall vest according to the following schedule (the “Vesting Schedule”):   One-third
(1/3) of the shares shall vest on May 31, 2006 and 1/36th of the
shares shall vest monthly thereafter over the next twenty-four (24) months
provided that the Holder continues to provide services to the Company as either
an employee or as a consultant.  Subject
to any acceleration provisions contained herein or in Holder’s Employment
Agreement dated June 1, 2005, if the Holder ceases to provide services to the
Company as either an employee or as a consultant, the vesting shall cease
immediately.


3.             EXERCISE OF VESTED
SHARES OF COMMON STOCK UNDER THIS WARRANT. 
Subject
to Section 2 above, the right to purchase vested shares of Common Stock
underlying this Warrant may be exercised in whole at any time, or in part from
time to time during the Exercise 


 


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Period, by
delivery of the following to the Company at its address set forth above (or at
such other address as it may designate by notice in writing to the Holder):


(a)                           An executed Notice of Exercise in the
form attached hereto as Exhibit A;


(b)                           Payment of the Exercise Price either (i)
in cash or by check, or (ii) by cancellation of indebtedness;  and


(c)                           This Warrant; provided, however, in the
case of a partial exercise of this Warrant, the Company shall promptly issue a
new Warrant (in the same form as this Warrant) for the unexercised balance.


Upon the exercise of the right
to purchase vested shares of Common Stock underlying this Warrant, a
certificate or certificates for the Exercise Shares so purchased, registered in
the name of the Holder or persons affiliated with the Holder, if the Holder so
designates, shall be issued and delivered to the Holder within a reasonable
time; provided that payment of the income tax withholding obligation, if any,
related to the exercise of this Warrant must be made by the Holder prior to the
Company’s obligation pursuant to this paragraph to deliver a stock certificate
to the Holder representing the Exercise Shares.


The person in whose name
any certificate or certificates for Exercise Shares are to be issued upon
exercise of this Warrant shall be deemed to have become the holder of record of
such shares on the date on which this Warrant was surrendered and payment of
the Exercise Price was made, irrespective of the date of delivery of such
certificate or certificates, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are
open.


4.             EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”). 
The Holder  may elect at any time during the term of this Warrant, to exercise all
or part of this Warrant, including the unvested portion of this Warrant; provided, however,
that the Holder and the Company shall enter into that certain Early Exercise
Stock Purchase Agreement (and all exhibits thereto) attached hereto as Exhibit C, and provided further, that:


4.1          a partial exercise of this Warrant shall be deemed to cover first vested
shares of Common Stock and then the earliest vesting installment of unvested
shares of Common Stock; and


4.2          any shares of Common Stock so purchased
from installments that have not vested as of the date of exercise shall be
subject to the Company’s Repurchase Option (as defined in the Early Exercise
Stock Purchase Agreement).


5.             NET EXERCISE OF VESTED SHARES OF COMMON STOCK
UNDER THIS WARRANT.   Notwithstanding any provisions herein to the
contrary, if the fair market value of one Exercise Share is greater than the
Exercise Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant by payment of cash, the Holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion
thereof being 


 


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canceled) by surrender of
this Warrant at the principal office of the Company together with the properly
endorsed Notice of Exercise in which event the Company shall issue to the
Holder a number of vested Exercise Shares computed using the following formula:


X = Y (A-B)


A


Where    X =          the
number of Exercise Shares to be issued to the Holder


Y =                              the number of vested Exercise Shares
purchasable under the Warrant or, if only a portion of the Warrant is being
exercised, that number of vested Exercise Shares purchasable under the Warrant which
are to be canceled (at the date of such calculation)


A =                            the fair market value of one Exercise
Share (at the date of such calculation)


B =                              Exercise Price (as adjusted to the date
of such calculation)


For purposes of
the above calculation, the fair market value of one Exercise Share shall be
determined by the Company’s Board of Directors in good faith; provided,
however, that in the event that this Warrant is exercised pursuant to this
Section 5 in connection with the Company’s initial public offering of its
Common Stock, the fair market value per share shall be the per share offering
price to the public of the Company’s initial public offering.  Unvested shares may not be exercised pursuant
to this Section 5.


6.             COVENANTS OF THE COMPANY.


6.1          Covenants
as to Exercise Shares.  The Company covenants and
agrees that all Exercise Shares that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued and
outstanding, fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issuance thereof. 
The Company further covenants and agrees that the Company will at all
times during the Exercise Period, have authorized and reserved, free from
preemptive rights, a sufficient number of shares of its Common Stock to provide
for the exercise of the rights represented by this Warrant.  If at any time during the Exercise Period the
number of authorized but unissued shares of Common Stock shall not be
sufficient to permit exercise of this Warrant, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes.


6.2          No Impairment.  Except and to
the extent as waived or consented to by the Holder, the Company will not, by
amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Warrant and in
the taking of all such action as may be necessary or appropriate in order to
protect the exercise rights of the Holder against impairment.


 


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6.3          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.


7.             REPRESENTATIONS OF HOLDER.


7.1          Acquisition
of Warrant for Personal Account.  The Holder
represents and warrants that it is acquiring the Warrant and the Exercise
Shares solely for its account for investment and not with a view to or for sale
or distribution of said Warrant or Exercise Shares or any part thereof.  The Holder also represents that the entire
legal and beneficial interests of the Warrant and Exercise Shares the Holder is
acquiring is being acquired for, and will be held for, its account only.


7.2          Securities
Are Not Registered.


(a)           The Holder understands that the Warrant
and the Exercise Shares have not been registered under the Act on the basis
that no distribution or public offering of the stock of the Company is to be
effected.  The Holder realizes that the
basis for the exemption may not be present if, notwithstanding its
representations, the Holder has a present intention of acquiring the securities
for a fixed or determinable period in the future, selling (in connection with a
distribution or otherwise), granting any participation in, or otherwise
distributing the securities.  The Holder
has no such present intention.


(b)           The Holder recognizes that the Warrant
and the Exercise Shares must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is
available.  The Holder recognizes that
the Company has no obligation to register the Warrant or the Exercise Shares of
the Company, or to comply with any exemption from such registration.


(c)           The Holder is aware that neither the
Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under
the Act unless certain conditions are met, including, among other things, the
existence of a public market for the shares, the availability of certain current
public information about the Company, the resale following the required holding
period under Rule 144 and the number of shares being sold during any three
month period not exceeding specified limitations.  Holder is aware that the conditions for resale
set forth in Rule 144 have not been satisfied and that the Company presently
has no plans to satisfy these conditions in the foreseeable future.


7.3          Disposition
of Warrant and Exercise Shares.


(a)           The Holder further agrees not to make any
disposition of all or any part of the Warrant or Exercise Shares in any event
unless and until:


 


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(i)            The Company shall have received a letter
secured by the Holder from the Securities and Exchange Commission stating that
no action will be recommended to the Commission with respect to the proposed
disposition;


(ii)           There is then in effect a registration
statement under the Act covering such proposed disposition and such disposition
is made in accordance with said registration statement; or


(iii)         The Holder shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed disposition,
and if reasonably requested by the Company, the Holder shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, for
the Holder to the effect that such disposition will not require registration of
such Warrant or Exercise Shares under the Act or any applicable state
securities laws.


(b)           The Holder understands and agrees that
all certificates evidencing the shares to be issued to the Holder may bear the
following legend:


THESE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


8.             ADJUSTMENT OF EXERCISE PRICE.  In the event of changes in the outstanding Common
Stock of the Company by reason of stock dividends, split-ups,
recapitalizations, reclassifications, combinations or exchanges of shares,
separations, reorganizations, liquidations, or the like, the number and class
of shares available under the Warrant in the aggregate and the Exercise Price
shall be correspondingly adjusted to give the Holder of the Warrant, on
exercise for the same aggregate Exercise Price, the total number, class, and
kind of shares as the Holder would have owned had the Warrant been exercised
prior to the event and had the Holder continued to hold such shares until after
the event requiring adjustment; provided, however, that such adjustment shall
not be made with respect to, and this Warrant shall terminate if not exercised
prior to, the events set forth in Section 10 below.  The form of this Warrant need not be changed
because of any adjustment in the number of Exercise Shares subject to this Warrant.


9.             FRACTIONAL SHARES.  No fractional shares shall be issued upon the exercise
of this Warrant as a consequence of any adjustment pursuant hereto.  All Exercise Shares (including fractions)
issuable upon exercise of this Warrant may be aggregated for purposes of
determining whether the exercise would result in the issuance of any fractional
share.  If, after aggregation, the
exercise would result in the issuance of a fractional share, the Company shall,
in lieu of issuance of any fractional share, pay the Holder otherwise entitled
to such fraction a sum in cash equal to the product resulting from multiplying
the then current fair market value of an Exercise Share by such fraction.


 


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10.          EARLY
TERMINATION.  In the event of a Change of Control, any
surviving corporation or acquiring corporation may assume or continue this
Warrant or may substitute a similar Warrant for this Warrant (it being
understood that a similar Warrant shall include, but shall not be limited to, a
Warrant to acquire the same consideration paid to the stockholders or the
Company, as the case may be, pursuant to the Change of Control), and any
reacquisition or repurchase rights held by the Company in respect of Common
Stock issued pursuant to the Warrant may be assigned by the Company to the
successor of the Company (or such successor’s parent company), if any, in
connection with such Change of Control. 
In the event that any surviving corporation or acquiring corporation
does not assume or continue this Warrant or substitute a similar Warrant for
this Warrant, then the vesting of this Warrant shall accelerate in full and
this Warrant shall terminate if not exercised (if applicable) at or prior to
the consummation of such Change of Control, and any reacquisition or repurchase
rights held by the Company with respect to Common Stock issued pursuant to the
Warrant shall (contingent upon the consummation of the Change of Control)
lapse. The Company shall provide to the Holder twenty (20) days advance written
notice of such termination of this Warrant the consummation of a Change of
Control.


11.          MARKET STAND-OFF AGREEMENT.  Holder shall not sell, dispose of, transfer, make any
short sale 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 underwriter(s) (not to exceed one hundred eighty
(180) days) following the effective date of a registration statement of the
Company filed under the Act for the initial public offering of the Company’s
common stock.  Holder agrees to execute
and deliver such other agreements as may be reasonably requested by the Company
and/or the managing underwriter(s) 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 11 and shall have the right,
power and authority to enforce the provisions hereof as though they were a
party hereto.


12.          NO STOCKHOLDER RIGHTS.  This Warrant in and of itself shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Company.


13.          TRANSFER OF WARRANT.  Subject to applicable laws and the restriction on
transfer set forth on the first page of this Warrant, this Warrant and all
rights hereunder are transferable, by the Holder in person or by duly
authorized attorney, upon delivery of this Warrant and the form of assignment
attached hereto as Exhibit B to
any transferee designated by Holder.  The
transferee shall sign an investment letter in form and substance satisfactory
to the Company that includes, among other things, transferee’s agreement to be
bound by all of the terms and conditions by which Holder is bound.


14.          LOST, STOLEN, MUTILATED OR DESTROYED
WARRANT.  If this Warrant is lost, stolen,
mutilated or destroyed, the Company may, on such terms as to indemnity or
otherwise as it may reasonably impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as the Warrant so lost, stolen, mutilated or
destroyed.  Any such new Warrant shall
constitute an original contractual obligation 


 


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of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall
be at any time enforceable by anyone.


15.          NOTICES,
ETC.  All notices required or permitted
hereunder shall be in writing and shall be deemed effectively given:
(a) upon personal delivery to the party to be notified, (b) when sent
by confirmed telex or facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt.  All
communications shall be sent to the Company at the address listed on the
signature page and to Holder at 1359 Chelsea Drive, Los Altos, California
94024, or at such other address as the Company or Holder may designate by ten
(10) days advance written notice to the other parties hereto.


16.          ACCEPTANCE. 
Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to
all of the terms and conditions contained herein.


17.          GOVERNING LAW. 
This
Warrant and all rights, obligations and liabilities hereunder shall be governed
by the laws of the State of California.


 


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IN
WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its duly authorized
officer as of May 31, 2005.


	
   

  	
  RELIANT TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis Condon

  
	
   

  	
   

  	
  Dennis Condon

  
	
   

  	
   

  	
  Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
  260 Sheridan Avenue

  
	
   

  	
   

  	
   

  	
  Suite 300

  
	
   

  	
   

  	
   

  	
  Palo Alto, CA 94306

  



 


 


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EXHIBIT A


NOTICE OF EXERCISE


TO:  RELIANT TECHNOLOGIES, INC.


(1)           The
undersigned hereby elects to purchase ________ shares of Common Stock of Reliant Technologies, Inc. (the “Company”) pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
exercise price in full, and the amount of the Company’s withholding obligation,
if any, relating to such exercise.


(2)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified below:


________________________


(Name)


________________________


________________________


(Address)


(3)           The
undersigned represents that (i) the aforesaid shares of Common Stock 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;
(ii) the undersigned is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision regarding its investment in the Company;
(iii) the undersigned is experienced in making investments of this type and has
such knowledge and background in financial and business matters that the
undersigned is capable of evaluating the merits and risks of this investment
and protecting the undersigned’s own interests; (iv) the undersigned
understands that the shares of Common Stock issuable upon exercise of this
Warrant have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”),
by reason of a specific exemption from the registration provisions of the
Securities Act, which exemption depends upon, among other things, the bona fide
nature of the investment intent as expressed herein, and, because such
securities have not been registered under the Securities Act, they must be held
indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available; (v) the undersigned is aware
that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144
adopted under the Securities Act unless certain conditions are met and until
the undersigned has held the shares for the number of years prescribed by Rule
144, that among the conditions for use of the Rule is the availability of
current information to the public about the Company and the Company has not
made such information available and has no present plans to do so; and (vi) the
undersigned agrees not to make any disposition of all or any part of the
aforesaid shares of Common Stock unless and until there is then in effect a
registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with said registration statement,
or the undersigned has provided the Company with an opinion of counsel
satisfactory to the Company, stating that such registration is not required.


	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print name)

  



 


 


 

















 


EXHIBIT B


ASSIGNMENT FORM


(To assign the
foregoing Warrant, execute this form and supply required information.  Do not use this form to purchase shares.)


FOR VALUE
RECEIVED, the
foregoing Warrant and all rights evidenced thereby are hereby assigned to


	
  Name:

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
  (Please Print)

  



 


Dated: 
__________, 20__


Holder’s


Signature:                                                                                                              


Holder’s


Address:                                                                                                                


The assignment of this Warrant and/or the transfer of
any shares of common stock underlying this warrant shall be subject to
compliance with all applicable securities laws and delivery by the
assignee/transferee of an investment letter in form and substance satisfactory
to the Company  that requires, among
other things, that assignee be bound by all terms and conditions by which
Holder is bound.


NOTE: 
The signature to this Assignment Form must correspond with the name as
it appears on the face of the Warrant, without alteration or enlargement or any
change whatever.  Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


 


 












EXHIBIT C


EARLY
EXERCISE STOCK PURCHASE AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 














 


 


RELIANT TECHNOLOGIES, INC.


 


FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON
STOCK


 


This FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON
STOCK (this “Amendment”),
is made and entered into as of the 13th day of August, 2007 (the “Amendment Date”) by and between Reliant
Technologies, Inc, a Delaware corporation (the “Company”)
and the undersigned warrant holder (the “Holder”).


 


RECITALS


 


WHEREAS, the Holder
is the holder of the warrant dated May 31, 2005 and designated as Warrant No. 43
(the “Warrant”); and


 


WHEREAS, the Company
desires to offer and the Holder wishes to accept the Company’s offer to amend
the Warrant with terms that are intended to avoid the potential adverse tax
consequences associated with the Warrant under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”);
and


 


WHEREAS, the Company
and the Holder desire to amend the Warrant as provided herein.


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned
parties hereby agree as follows:


 


1.             Section 1,
subsection (b) is hereby amended and restated in its entirety to read as
follows:


 


“Exercise Price”
shall mean $3.96 per share, subject to adjustment pursuant to Section 8 below.”


 


2.             Section 4 is
hereby amended and restated in its entirety to read as follows:


 


“[Deleted]”


 


3.             Section 10 is
hereby amended and restated in its entirety to read as follows:


 


“EARLY TERMINATION. In
the event of that a Change in Control, any surviving corporation or acquiring
corporation may assume or continue this Warrant or may substitute a similar
Warrant for this Warrant (it being understood that a similar Warrant shall
include, but shall not be limited to, a Warrant to acquire the same consideration
paid to the stockholders or the Company, as the case may be, pursuant to the
Change in Control), and any reacquisition or repurchase rights held by the
Company in respect of Common Stock issued pursuant to the Warrant may be
assigned by the Company to the successor of the Company (or such successor’s
parent company), if any, in connection with such Change in Control. In the
event that a Change in Control is a 409A Change in Control Event (the “Exempt
Corporate Transaction”) and any surviving


 

















 


corporation or acquiring
corporation does not assume or continue this Warrant or substitute a similar
Warrant for this Warrant, then the vesting of this Warrant shall accelerate in
full and this Warrant shall terminate if not exercised (if applicable) at or
prior to the consummation of such Exempt Corporate Transaction, and any
reacquisition or repurchase rights held by the Company with respect to Common
Stock issued pursuant to the Warrant shall (contingent upon the consummation of
the Exempt Corporate Transaction) lapse. In the event that a Change in Control
is not a 409A Change in Control Event (the “Non-Exempt Corporate Transaction”)
and any surviving corporation or acquiring corporation does not assume or
continue this Warrant or substitute a similar Warrant for this Warrant, then
the vesting of this Warrant shall not accelerate and this Warrant shall
terminate if not exercised (if applicable) at or prior to the consummation of
such Non-Exempt Corporate Transaction, and any reacquisition or repurchase
rights held by the Company with respect to Common Stock issued pursuant to the
Warrant shall (contingent upon the consummation of the Non-Exempt Corporate
Transaction) lapse. The Company shall provide to the Holder twenty (20) days
advance written notice of such termination of this Warrant the consummation of either
an Exempt Corporate Transaction or a Non-Exempt Corporate Transaction.”


 


4.             Except as
expressly amended by this Amendment, the terms and conditions of the Warrant remain
in full force and effect.


 


5.             This Amendment
covers all of the shares of Common Stock subject to the Warrant. Holder acknowledges
that effective as of the Amendment Date, this Amendment, together with the
Warrant, sets forth the entire understanding between Holder and the Company
regarding the Warrant.


 


6.             This Amendment
may be executed by facsimile signature and multiple counterparts, each of which
shall be considered an original and all of which shall constitute one and the
same instrument, notwithstanding that all parties are not signatures to the
same counterpart.


 


IN
WITNESS WHEREOF, the undersigned have executed this Amendment
effective as of the Amendment Date.


 


	
  RELIANT TECHNOLOGIES, INC.

  	
   

  	
  LEN
  DEBENEDICTIS

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Stang

  	
   

  	
   

  	
  /s/ Len DeBenedictis

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President and CEO

  	
   

  	
   

  	
  Date:

  	
  August 13, 2007

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  August 13, 2007