Exhibit 10.42


 


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


 


WARRANT
TO PURCHASE SERIES B PREFERRED STOCK


 




	
  No. PBBW-7

  	
  October
  29, 2004

  






 


Void
After October 28, 2009


 


THIS CERTIFIES THAT, for value
received, R. Rox Anderson, 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
(the “Company”),
up to 210,000 shares of the Series B
Preferred Stock of the Company (the “Series B Preferred Stock”).


 


This Warrant is being issued pursuant to the
terms of the Series B Preferred Stock Purchase and Warrant Agreement, dated May
1, 2003 by and among the Company and the Purchasers therewith (the “Purchase Agreement”).


 


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 five years later,
unless sooner terminated as provided below.


 


(b)           “Exercise Price”
shall mean $1.50 per share, subject to adjustment pursuant to Section 5
below.


 


(c)           “Exercise Shares”
shall mean the shares of the Company’s Series B Preferred Stock issuable upon
exercise of this Warrant, subject to adjustment pursuant to the terms herein,
including but not limited to adjustment pursuant to Section 5 below.


 


2.             VESTING. Notwithstanding
anything to the contrary in this Warrant, this Warrant shall only be
exercisable with respect to those shares of the Company’s Series B Preferred
Stock which have vested as of the date of exercise. The shares of Series B
Preferred Stock issuable pursuant to this Warrant shall become exercisable
(i.e., vest) according to the following schedule:  70,000 shares per year with vesting
commencing on September 8, 2004 (for example, the first 70,000 shares will
become exercisable on September 8, 2005 and the second 70,000 shares will
become exerciseable on September 8, 2006); provided,
however, that vesting shall
immediately cease if, at any time, the Holder’s consulting relationship with
the Company is terminated for any reason.


 


3.             EXERCISE OF WARRANT. Subject to Section 2 above,  the rights
represented by this Warrant may be exercised in whole or in part at any time
during the Exercise 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;


 


(b)           Payment of the
Exercise Price in cash or by check; and


 


(c)           This Warrant.


 


Upon the exercise of the rights represented by 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 after the rights represented by this Warrant shall have been so
exercised.


 


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.


 


3.1          Net Exercise.
Notwithstanding any provisions herein to the contrary, if the fair market value
of one share of the Company’s Series B Preferred Stock 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 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 shares of Series B
Preferred Stock computed using the following formula:


 


X = Y (A-B)


A


 


Where X =             the number of shares of Series B Preferred
Stock to be issued to the Holder


 


Y =          the number of shares of Series B Preferred
Stock purchasable under the Warrant or, if only a portion of the Warrant is
being exercised, the portion of the Warrant being canceled (at the date of such
calculation)


 


A =         the fair market value of one share of the
Company’s Series B Preferred Stock (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 share of Series B Preferred Stock shall be determined by the
Company’s Board of Directors in good faith;


 


2

















 


provided,
however, that in the event that this Warrant is exercised
pursuant to this Section 2.1 in connection with the Company’s initial
public offering of its Common Stock, the fair market value per share shall be
the product of (i) the per share offering price to the public of the Company’s
initial public offering, and (ii) the number of shares of Common Stock into
which each share of Series B Preferred Stock is convertible at the time of such
exercise.


 


4.             COVENANTS OF THE
COMPANY.


 


4.1          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 Series B Preferred
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 Series B Preferred 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 Series B Preferred Stock to such number of shares as shall be
sufficient for such purposes.


 


4.2          No Impairment.
Except and to the extent as waived or consented to by the Holder, the Company
will not, by amendment of its Second Amended and Restated 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.


 


4.3          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 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.


 


5.             REPRESENTATIONS OF
HOLDER.


 


5.1          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.


 


3

















 


5.2          Securities Are Not
Registered.


 


(a)           The Holder
understands that the Warrant and the Exercise Shares have not been registered
under the Securities Act of 1933, as amended (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.


 


5.3          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:


 


(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:


 


4

















 


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.


 


6.             ADJUSTMENT OF
EXERCISE PRICE. In the event of changes in the outstanding Series B
Preferred 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 8 below. The form of this Warrant need not be changed because of
any adjustment in the number of Exercise Shares subject to this Warrant.


 


7.             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.


 


8.             EARLY TERMINATION. In
the event of, at any time during the Exercise Period, an initial public
offering of securities of the Company registered under the Act, or any capital
reorganization, or any reclassification of the capital stock of the Company (other
than a change in par value or from par value to no par value or no par value to
par value or as a result of a stock dividend or subdivision, split-up or
combination of shares), or the consolidation or merger of the Company with or
into another corporation (other than a merger solely to effect a
reincorporation of the Company into another state), or the sale or other
disposition of all or substantially all the properties and assets of the
Company in its entirety to any other person, the Company shall provide to the
Holder twenty (20) days advance written notice of such public offering,
reorganization, reclassification, consolidation, merger or sale or other
disposition of the Company’s assets, and this Warrant shall terminate unless
exercised prior to the date such public offering is closed or the occurrence of
such reorganization, reclassification, consolidation, merger or sale or other
disposition of the Company’s assets.


 


5

















 


9.             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. 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 8 and shall have
the right, power and authority to enforce the provisions hereof as though they
were a party hereto.


 


10.          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.


 


11.          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 to any transferee designated by
Holder. The transferee shall sign an investment letter in form and substance
satisfactory to the Company.


 


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


 


13.          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 the address listed on the signature page of the Purchase Agreement or at
such other address as the Company or Holder may designate by ten (10) days
advance written notice to the other parties hereto.


 


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


 


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


 


6

















 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its duly authorized officer as of
October 29, 2004.


 


	
   

  	
  RELIANT TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger J. Howe

  
	
   

  	
   

  	
  Roger J. Howe

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Sorrento
  Towers North - East Tower

  
	
   

  	
   

  	
  5375 Mira
  Sorrento Place

  
	
   

  	
   

  	
  Suite 100

  
	
   

  	
   

  	
  San Diego, CA 92121

  
				



 


7

















 


NOTICE
OF EXERCISE


 


TO:  Reliant Technologies, Inc.


 


(1)           o            The undersigned hereby elects to purchase                      
shares of the Series B Preferred 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, together
with all applicable transfer taxes, if any.


 


o            The
undersigned hereby elects to purchase                      
shares of the Series B Preferred Stock of Reliant Technologies, Inc. (the “Company”) pursuant to the terms of the net exercise
provisions set forth in Section 2.1 of the attached Warrant, and shall
tender payment of all applicable transfer taxes, if any.


 


(2)           Please issue a certificate or certificates
representing said shares of Series B Preferred 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 Series B Preferred
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 Series B Preferred 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 Series B Preferred 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 Rule 144 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 Series B Preferred 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)

  



 

















 


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:

  	
   

  	
   

  
					



 


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.


 

















 


RELIANT TECHNOLOGIES, INC.


 


FIRST AMENDMENT TO WARRANT TO PURCHASE 

SERIES B PREFERRED STOCK


 


This FIRST AMENDMENT TO WARRANT TO PURCHASE SERIES
B PREFERRED STOCK (this “Amendment”), is made
and entered into as of the 20th day of December, 2006 (the “Amendment Date”) by and
between Reliant Technologies, Inc, a Delaware corporation (the “Company”) and R. Rox Anderson, the undersigned
warrant holder (the “Holder”).


 


RECITALS


 


WHEREAS,  the Holder is
the holder of that certain warrant dated October 29, 2004 and designated as
Warrant No. PBBW-7 to purchase 210,000 shares of the Company’s Series B
Preferred Stock at an exercise price of $1.50 per share (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:


 


16.          Section 1(b) of the
Warrant is hereby amended and restated in its entirety to read as follows:


 


“Exercise Period” shall
mean only the earlier of either one of the following two periods:


 


(i)            the
12-month period commencing on January 1, 2008 and ending on December 31, 2008;
and


 


(ii)           the
period from the occurrence of a “change in control” as defined under Section
409A of the Code (a “409A
Change in Control Event”) through the end of the calendar year
of such change in control. As used in this Section 1(b) only, “change in control” means any
of the following: (a) the date that any one person or persons acting as a group
acquires ownership of the Company’s stock constituting more than fifty percent
(50%) of the total fair market value or total voting power of the Company; (b)
the date that any one person or persons acting as a group acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of the stock of the Company
possessing thirty-five percent (35%) or more of the total voting power of the
stock of the Company; (c) the date that any one person or persons acting as a
group acquires assets from the Company that have a total


 

















 


gross fair market value
equal to or more than forty percent (40%) of the total gross fair market value
of all of the assets of the Company immediately prior to such acquisition; or
(d) the date that a majority of members of the Company’s board of directors is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the board of directors prior to
the date of the appointment or elections. The determination of whether an event
constitutes a Section 409A “change in control” for purposes of this Section
1(b) shall be made in accordance with its definition under Section 409A of the
Code and its regulations and other guidance thereunder.”


 


17.          Section 8 of the
Warrant is hereby deleted in its entirety.


 


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


 


19.          This Amendment
covers all of the shares of Series B Preferred 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.


 


20.          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.

  	
   

  	
  R. ROX ANDERSON

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas J. Scannell

  	
   

  	
  /s/ R. Rox Anderson

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP, Finance and CFO

  	
   

  	
  Date:

  	
  December 20, 2006

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  December 29, 2006