Exhibit 10.26


 


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. 41

  	
   

  	
  May 31,
  2005

  






 


Void
After May 31, 2015


                THIS
CERTIFIES THAT,
for value received, Maynard Howe,
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  200,000 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)                           “Cause” means the occurrence of any one or more
of the following:  (i) Holder’s
commission of any crime involving fraud, dishonesty or moral turpitude; (ii)
the Holder’s attempted commission of or participation in a fraud or act of
dishonesty against the Company that results in (or might have reasonably
resulted in) material harm to the business of the Company; (iii) Holder’s
intentional, material violation of any contract or agreement between the Holder
and the Company or any statutory duty owed to the Company; or (iv) conduct by
the Holder that constitutes gross insubordination, incompetence or habitual
neglect of duties and that results in (or might have reasonably resulted in)
material harm to the business of the Company; provided, however, that the
action or conduct described in clauses (iii) and (iv) above will constitute “Cause”
only if such action or conduct continues after the Company has provided the
Holder with written notice thereof and thirty (30) days to cure the same.
Notwithstanding the foregoing, such Holder’s death or disability shall not
constitute Cause as set 


 


1


 

















forth herein.  The determination that a termination is for
Cause shall be by the Company’s Board of Directors in its sole and exclusive
judgment and discretion.


(e)                           “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 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.


(f)                            “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 


 


2


 

















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”):   1/36th
of the shares shall vest monthly over the next thirty-six (36) months provided that
the Holder continues to provide services to the Company as either an employee
or as a consultant.  Notwithstanding the
foregoing, (a) upon the occurrence of a Change of Control followed within
twelve (12) months by the termination of Holder’s Consulting Agreement dated
June 1, 2005 without Cause (as defined herein); or (b) upon the final
resolution of the litigation by and between the Company and
Michael Black and Svetlana Black by way of settlement or upon a final
resolution of all claims by the Superior Court of the State of California, then the vesting of all shares hereunder
shall accelerate in full.


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 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 


 


3

















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 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 


 


4

















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.


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 


 


5

















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:


(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 


 


6

















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.


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 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.


 


7

















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 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.


 


8

















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. 41 (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 (a) is hereby
amended and restated in its entirety to read as follows:


“Exercise
Period” shall
mean the earliest of one of the following periods:


(i)            for that portion of the Exercise Shares whose
applicable vesting dates occur prior to January 1, 2008, the exercise period
will be the 12-month period commencing on January 1, 2008 and ending on
December 31, 2008 and for that portion of the Exercise Shares whose applicable
vesting dates occurs any time during calendar year 2008, the exercise period
will be the 12-month period commencing on January 1, 2009 and ending December
31, 2009;


(ii)           the period from the time Holder ceases to provide
services to the Company as either an employee or as a consultant for any reason
through the 90th day following such termination but not later than the end of
the calendar year in which the termination occurs (or such later date during
such 90-day post-termination period that is determined, in the reasonable
belief of the Company and based on regulations and interpretations relating to
Section 409A of the Code, to not result in adverse tax consequences to the
Holder or the Company); or


(iii)         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 subclause (iii)



 


 

















 


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 subclause
(iii) shall be made in accordance with its definition under Section 409A of the
Code and its regulations and other guidance thereunder.”


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.  

  	
   

  	
  MAYNARD HOWE

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Stang 

  	
   

  	
  /s/ Maynard Howe
  

  
	
  Signature

  	
   

  	
  Signature

  
	
  Title: President
  and CEO 

  	
   

  	
  Date: August 13,
  2007

  
	
  Date: August 13,
  2007