Exhibit 10.27


 


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. 27

  	
   

  	
  July 30, 2004

  



 


Void
After July 29, 2009


 


THIS
CERTIFIES THAT, for value received, Hank Gauthier, 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 Sorrento Towers North - East
Tower, 5375 Mira Sorrento Place, Suite 100, San Diego, CA 92121 (the “Company”) up to 48,000  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 five years later,
unless sooner terminated as provided below.


 


(b)           “Exercise Price” shall
mean $0.50 per share, subject to adjustment pursuant to Section 6 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 6 below.


 


2.             VESTING. Notwithstanding
anything to the contrary in this Warrant, this Warrant shall only be
exercisable with respect to those shares of the Common Stock which have vested
as of the date of exercise. The shares of Common Stock issuable pursuant to
this Warrant shall become exercisable (i.e., vest) according to the following
schedule:  2,000 shares per month, with
vesting commencing on July 30, 2004 (for example, the first 2,000 shares will
become exercisable on August 30, 2004); provided,
however, that vesting shall
immediately cease if, at any time, the Holder’s consulting relationship with
the Company is terminated for any reason.


 


3.             EXERCISE OF WARRANT. Subject
to Section 2 above, the rights represented by this Warrant may be exercised in
whole or in part at any time during the Exercise Period, by delivery of the
following to the Company at its address set forth above (or at such other
address as it may designate by notice in writing to the Holder):


 


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


 

















 


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


 


(c)           This Warrant.


 


Upon the exercise of the rights represented by this
Warrant, a certificate or certificates for the Exercise Shares so purchased,
registered in the name of the Holder or persons affiliated with the Holder, if
the Holder so designates, shall be issued and delivered to the Holder within a
reasonable time after the rights represented by this Warrant shall have been so
exercised.


 


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


 


4.             COVENANTS OF THE
COMPANY.


 


4.1          Covenants as to Exercise
Shares. The Company covenants and agrees that all Exercise Shares that may
be issued upon the exercise of the rights represented by this Warrant will,
upon issuance, be validly issued and outstanding, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issuance thereof.
The Company further covenants and agrees that the Company will at all times
during the Exercise Period, have authorized and reserved, free from preemptive
rights, a sufficient number of shares of its 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.


 


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


 


4.3          Notices of Record Date. In
the event of any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (other than a cash dividend which is the same
as cash dividends paid in previous quarters) or other distribution, the Company
shall mail to the Holder, at least 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.


 


2

















 


5.             REPRESENTATIONS OF
HOLDER.


 


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


 


5.2          Securities Are Not
Registered.


 


(a)           The Holder
understands that the Warrant and the Exercise Shares have not been registered
under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution
or public offering of the stock of the Company is to be effected. The Holder
realizes that the basis for the exemption may not be present if,
notwithstanding its representations, the Holder has a present intention of
acquiring the securities for a fixed or determinable period in the future,
selling (in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the securities. The Holder has no
such present intention.


 


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


 


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


 


5.3          Disposition of Warrant
and Exercise Shares.


 


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


 


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


 


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


 


3

















 


(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.


 


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


 


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


 


8.             EARLY TERMINATION. In
the event of, at any time during the Exercise Period, an initial public
offering of securities of the Company registered under the Act, or any capital
reorganization, or any reclassification of the capital stock of the Company
(other than a change in par value or from par value to no par value or no par
value to par value or as a result of a stock dividend or subdivision, split-up
or combination of shares), or the consolidation or merger of the Company with
or into another corporation (other than a merger solely to effect a reincorporation
of the Company into another state), or the sale or other disposition of all or
substantially all the 


 


4

















 


properties and assets of
the Company in its entirety to any other person, the Company shall provide to
the Holder twenty (20) days advance written notice of such public offering,
reorganization, reclassification, consolidation, merger or sale or other
disposition of the Company’s assets, and this Warrant shall terminate unless
exercised prior to the date such public offering is closed or the occurrence of
such reorganization, reclassification, consolidation, merger or sale or other
disposition of the Company’s assets.


 


9.             MARKET STAND-OFF
AGREEMENT. Holder shall not sell, dispose of, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar
transaction with the same economic effect as a sale, any Common Stock (or other
securities) of the Company held by Holder, for a period of time specified by the
managing underwriter(s) (not to exceed one hundred eighty (180) days) following
the effective date of a registration statement of the Company filed under the
Act. Holder agrees to execute and deliver such other agreements as may be
reasonably requested by the Company and/or the managing underwriter(s) which
are consistent with the foregoing or which are necessary to give further effect
thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to such Common Stock (or other
securities) until the end of such period. The underwriters of the Company’s
stock are intended third party beneficiaries of this Section 9 and shall have
the right, power and authority to enforce the provisions hereof as though they
were a party hereto.


 


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


 


11.          TRANSFER OF WARRANT. Subject
to applicable laws and the restriction on transfer set forth on the first page
of this Warrant, this Warrant and all rights hereunder are transferable, by the
Holder in person or by duly authorized attorney, upon delivery of this Warrant
and the form of assignment attached hereto to any transferee designated by
Holder. The transferee shall sign an investment letter in form and substance
satisfactory to the Company.


 


12.          LOST, STOLEN, MUTILATED
OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or
destroyed, the Company may, on such terms as to indemnity or otherwise as it
may reasonably impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination and tenor as
the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
constitute an original contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time
enforceable by anyone.


 


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


 


5

















 


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


 


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


 


6

















 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its duly authorized officer as of
July 30, 2004.


 


	
   

  	
  RELIANT
  TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger J.
  Howe

  
	
   

  	
   

  	
  Roger J. Howe

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Sorrento Towers North -
  East Tower

  
	
   

  	
   

  	
  5375 Mira Sorrento
  Place

  
	
   

  	
   

  	
  Suite 100

  
	
   

  	
   

  	
  San Diego, CA
  92121

  
				



 


7

















 


NOTICE
OF EXERCISE


 


TO:  RELIANT
TECHNOLOGIES, INC.


 


(1)           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, together
with all applicable transfer taxes, if any.


 


(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)

  



 

















 


ASSIGNMENT
FORM


 


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


 


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


 


	
  Name:

  	
   

  
	
  (Please Print)

  
	
   

  
	
  Address:

  	
   

  
	
  (Please Print)

  
	
   

  
	
  Dated:

  	
   

  	
  ,

  	
  20   

  
	
   

  
	
  Holder’s Signature:

  	
   

  	
   

  
	
   

  
	
  Holder’s Address:

  	
   

  	
   

  
							



 


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


 

















 


RELIANT
TECHNOLOGIES, INC.


 


FIRST
AMENDMENT TO WARRANT TO PURCHASE 

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 Hank Gauthier, the undersigned
warrant holder (the “Holder”).


 


RECITALS


 


WHEREAS,  the Holder is the holder of that
certain warrant dated July 30, 2004 and designated as Warrant No. 27 to
purchase 48,000 shares of the Company’s Common Stock at an exercise price of
$0.50 per share (the “Warrant”); and


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)           the
period from the occurrence of a “change in control” as defined under Section
409A of the Code (a “409A
Change in Control Event”) through the end of the calendar year
of such change in control. As used in this Section 1(a)(ii) 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 percent (30%) or more of the total voting power of the stock
of the Company; (c) the date that any one person 


 

















 


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


 


17.          Section 9 of the
Warrant is hereby amended and restated in its entirety to read as follows:


 


9.             EARLY TERMINATION.
If a 409A Change in Control Event (as defined in Section 1(a)(ii) above) occurs
at any time during the Exercise Period, the Company shall provide to the Holder
twenty (20) days advance written notice of such event, and this Warrant shall
terminate unless exercised prior to the end of the calendar year of such 409A
Change in Control Event.


 


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


 


19.          This Amendment
covers all of the shares of 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.


 


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


 


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


 


	
  RELIANT TECHNOLOGIES, INC.

  	
   

  	
  HANK GAUTHIER

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Stang

  	
   

  	
  /s/ Hank Gauthier

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President and CEO

  	
   

  	
  Date:

  	
  August 13, 2007

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  August 13, 2007