Exhibit
10.39


 


WARRANT
NO. PBBW-19


 


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 PREFERRED 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 Series B
  Preferred Stock:

  	
   

  	
  254,800

  
	
   

  	
   

  	
   

  
	
  Exercise Price:

  	
   

  	
  $1.50

  
	
   

  	
   

  	
   

  
	
  Term of Warrant:

  	
   

  	
  10 years from the
  Warrant Date

  
	
   

  	
   

  	
   

  
	
  Warrant Date:

  	
   

  	
  April 2, 2004

  



 


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 presently authorized series of preferred stock
specified in the introductory paragraph of this Warrant, (ii) after the
conversion of all of the outstanding shares of such series of preferred stock
into Common Stock, either automatically or by vote of the requisite holders
thereof, the Company’s Common Stock, and (iii) upon any conversion, exchange,
reclassification or change, any security into which the securities described in
clauses (i) or (ii) 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 is at least three
(3) times the exercise price hereof.


 


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


 


(h)           “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 tenth anniversary of the Warrant Date, or (b) 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 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.


 


2

















 


(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)


 


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 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.


 


3

















 


(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.


 


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 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


 


4

















 


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.


 


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.


 


5

















 


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.”


 


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 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


 


6

















 


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.


 


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
February 2, 2004 (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.


 


7

















 


(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.


 


(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.


 


(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.


 


8

















 


(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
25,000,000 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.


 


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.


 


9

















 


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.


 


10

















 


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


 


	
   

  	
  Reliant Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Roger Howe

  
	
   

  	
   

  	
  Name:

  	
   Roger
  Howe

  
	
   

  	
   

  	
  Title:

  	
   Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   5375 Mira Sorrento Place, Suite 100

  
	
   

  	
   

  	
   San Diego, CA 92121

  



 


11

















 


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