Exhibit 10.32


 


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 AFFILIATES, L.P. and its assigns are
entitled to purchase from RELIANT TECHNOLOGIES,
INC., a Delaware corporation (the “Company”):


 


	
  Shares 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 $670; provided however, that upon any Advance under the Loan
Agreement, Warrant Coverage means the sum of: (i) $670 plus (ii) 2% 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 earlier 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 Securities Act of 1933, amended (the “Act”). Certificates for the shares
issuable upon exercise of the Net issuance Right and, if applicable, a new
warrant evidencing the balance of the shares remaining subject to this Warrant,
shall be issued as of the Conversion Date and shall be delivered to the Holder
within 3 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 closing bid prices are no longer reported by a securities
exchange or other trading system, the closing price or closing bid price shall
be that which is reported by such securities exchange or other trading system
at 4:00 p.m. New York City time on the applicable trading day.


 


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


 


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


 


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


 


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)
anti 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
Holders.


 


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


 


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


 


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(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.


 


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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 delivery as of the Warrant Date specified above.


 


	
   

  	
  Reliant
  Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Galligan

  
	
   

  	
  Name:

  	
  Andrew Galligan

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  464 Ellis Street

  
	
   

  	
   

  	
  Mountain View, CA 94043

  



 


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EXECUTION COPY


 


EXHIBIT A


 


NOTICE OF EXERCISE


 


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


 


1.             The undersigned
hereby:


 


 ̈            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


 


 ̈            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:


 


 ̈            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 Warrants, or


 


 ̈            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