Exhibit 10.31


 


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


 


RELIANT TECHNOLOGIES, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


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


 


	
  Shares of Common Stock:

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

  
	
   

  	
   

  
	
  Exercise Price:

  	
  $5.00

  
	
   

  	
   

  
	
  Term of Warrant:

  	
  5 years from the
  Warrant Date

  
	
   

  	
   

  
	
  Warrant Date:

  	
  August 20, 2007

  



 


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


 


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


 


(a)           “Applicable Stock” means (i) the Company’s Common Stock
specified in the introductory paragraph of this Warrant, and (ii) upon any
conversion, exchange, reclassification or change, any security into which the
securities described in clause (i) of this definition may be converted,
exchanged, reclassified or otherwise changed.


 


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


 


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


 

















 


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


 


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


 


(f)            “Public Acquisition” means any consolidation or merger of the
Company with another corporation, or the sale of all or substantially all of
its assets to another corporation which is effected such that (1) the holders
of Applicable Stock shall be entitled to receive cash or shares of stock that
are of a publicly traded company listed on a national market or exchange which
may be sold without restrictions after the close of such event, (2) the Company’s
stockholders own less than 50% of the voting securities of the surviving
entity, (3) the surviving entity does not assume other options or warrants of
the Company, and (4) at the time of such event the effective per share price
for the Applicable Stock (as adjusted for stock dividends, combinations,
subdivisions or stock splits with respect to such shares) is at least $15.00.


 


(g)           “Qualified IPO” means the Company’s initial sale of
Common Stock to the public in a public offering pursuant to a Registration
Statement under the Securities Act of 1933, amended (the “Act”),
at a price per share to the public equal to at least $15.00 (as adjusted for
stock dividends, combinations, subdivisions or stock splits with respect to
such shares).


 


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


 


(i)            “Warrant Coverage” initially means $32,830; provided however, that upon any Advance under the Loan
Agreement, Warrant Coverage means the sum of: (i) $32,830 plus (ii) 98% times
0.33% times the amount of all Advances made under the Loan Agreement.


 


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


 


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


 


3.             Payment and Exercise.


 


(a)           Methods of Exercise. The purchase right represented by this Warrant may
be exercised by the Holder, in whole or in part and from time to time, at the
election of the Holder, by (a) the surrender of this Warrant (with the notice
of exercise substantially in the form attached hereto as Exhibit A duly
completed and executed) at the principal office of the Company and by the
payment to the Company, by check, or by wire transfer to an account designated
by the Company of an amount equal to the then applicable Exercise Price
multiplied by the number of Shares then being purchased (the “Aggregate Purchase Price”); (b) if in


 


2

















 


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


 


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


 


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


 


X = A – B


           Y


 


	
  Where:

  	
   

  	
  X
  =

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Y
  =

  	
   

  	
  the
  fair market value of one share of Applicable Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A
  =

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B
  =

  	
   

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

  



 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


(a)           Reclassification or Merger. In case of any reclassification or
change of securities of the class issuable upon exercise of this Warrant (other
than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination), or in case
of any merger of the Company with or into another entity (other than a merger
with another entity in which the Company is the acquiring and the surviving
entity and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), or in case of
any sale of all or substantially all of the assets of the 


 


5

















 


Company, the Company, or such successor or purchasing
corporation, as the case may be, shall duly execute and deliver to the Holder a
new Warrant (in form and substance satisfactory to the Holder), or the Company
shall make appropriate provision without the issuance of a new Warrant, so that
the Holder shall have the right to receive upon exercise of this Warrant, at a
total purchase price not to exceed that payable upon the exercise of the
unexercised portion of this Warrant, and in lieu of the shares of Applicable
Stock theretofore issuable upon exercise of this Warrant, the kind and amount
of shares of stock, other securities, money and property receivable upon such
reclassification, change, merger or sale by a holder of the number of shares of
Applicable Stock then purchasable under this Warrant. The provisions of this
Section 5(a) shall similarly apply to successive reclassifications, changes,
mergers and sales.


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


8

















 


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


 


10.          Market Stand-Off Agreement. So long as and during such time as all officers,
directors and greater than one percent (1%) stockholders and all holders of
other warrants of the Company are bound by similar agreements, Holder shall not
sell, dispose of, transfer, make any short 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 10 and shall have the right, power and
authority to enforce the provisions hereof as though they were a party hereto.


 


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


 


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


 


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


 


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


 


9

















 


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


 


12.          Notice Rights.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


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


 


	
   

  	
   

  	
  Reliant
  Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
            /s/
  Andrew Galligan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:    Andrew
  Galligan

  	
   

  
	
   

  	
   

  	
   

  	
  Title:      CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  464
  Ellis Street

  
	
   

  	
   

  	
   

  	
  Mountain
  View, CA 94043

  
								



 


13

















 


EXHIBIT A


 


NOTICE OF EXERCISE


 


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


 


1.             The undersigned hereby:


 


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


 


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


 


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


 


  


(Name)


 


  


  


(Address)


 


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


 


	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  
	
   

  	
   

  
	
  (Date)

  	
   

  
				



 


 

















 


EXHIBIT B


 


NOTICE OF EXERCISE


 


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


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  
	
   

  	
   

  
	
  (Date)

  	
   

  
				



 

















 


EXHIBIT C


 


CHARTER