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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/12/15 Biolase, Inc 8-K:1,3,5,911/10/15 5:62K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 25K 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 8K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 9K 4: EX-99.1 Miscellaneous Exhibit HTML 9K 5: EX-99.2 Miscellaneous Exhibit HTML 12K
| EX-99.2 |
Exhibit 99.2
Biolase, Inc.
4 Cromwell
| Re: | Standstill Agreement |
Ladies and Gentlemen:
In consideration for Biolase, Inc. (“Biolase”) agreeing to terminate its Rights Agreement dated as of December 31, 1998 (as amended as of December 19, 2008, March 17, 2014 and November 3, 2014), the undersigned hereby agree that (i) neither we nor any of our affiliates or associates (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall purchase or acquire any additional shares of Biolase’s common stock, par value $0.001 per share (the “Common Stock”), if, after such purchase, the aggregate beneficial ownership (as determined in accordance with Rule 13d-3 under the Exchange Act) of us and our affiliates and associates would exceed 25% of the issued and outstanding shares of Common Stock, and (ii) neither we nor any of our affiliates or associates shall sell, transfer or otherwise convey any shares of Common Stock (or warrants or other rights to purchase or otherwise acquire shares of Common Stock) to anyone who will immediately thereafter beneficially own shares of Common Stock in excess of 20% of the issued and outstanding shares of Common Stock (calculated based on the number of shares of Common Stock then outstanding plus shares of Common Stock that could be issued to such person upon the exercise of outstanding options, warrants or other rights held by such person that are then exercisable or exercisable within 60 days of such transfer), as a result of such transfer and other transfers from third parties.
We acknowledge that irreparable damage would occur to Biolase if any of the provisions of this agreement were breached. Accordingly, we agree that Biolase, without prejudice to any rights and remedies otherwise available, shall be entitled to equitable relief, including, without limitation, specific performance and injunction, in the event of any breach or threatened breach by us or any of our affiliates or associates of this agreement without proof of actual damages. We will not oppose the granting of such relief on the basis that Biolase has an adequate remedy at law. We also will not seek, and will waive any requirement for, the securing or posting of a bond in connection with Biolase’s seeking or obtaining such relief.
This agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without giving any effect to principles of conflicts of laws.
[Signatures follow]
| Sincerely, | ||||
| LARRY N. FEINBERG | ||||
| ORACLE PARTNERS, L.P. | ||||
| By: ORACLE ASSOCIATES, LLC, its general partner | ||||
| By: | ||||
| Larry N. Feinberg, Managing Member | ||||
| ORACLE INSTITUTIONAL PARTNERS, L.P. | ||||
| By: ORACLE ASSOCIATES, LLC, its general partner | ||||
| By: | ||||
| Larry N. Feinberg, Managing Member | ||||
| ORACLE TEN FUND MASTER, L.P. | ||||
| By: ORACLE ASSOCIATES, LLC, its general partner | ||||
| By: | ||||
| Larry N. Feinberg, Managing Member | ||||
| ORACLE ASSOCIATES, LLC | ||||
| By: | ||||
| Larry N. Feinberg, Managing Member | ||||
| ORACLE INVESTMENT MANAGEMENT, INC. | ||||
| By: | ||||
| Larry N. Feinberg, Managing Member | ||||
| The foregoing is hereby accepted: | ||
| Biolase, Inc. | ||
| By: | /s/ Michael Carroll | |
| Name: Michael Carroll | ||
| Title: Secretary | ||
[Signature Page to Standstill Agreement]
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/12/15 | 4 | ||
| For Period End: | 11/10/15 | |||
| 11/3/14 | 3, 4, 8-K | |||
| 3/17/14 | 10-K, 8-K/A, DEFA14A | |||
| 12/19/08 | ||||
| 12/31/98 | 10-K, 10-K/A, NT 10-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/10/21 Biolase, Inc. 10-Q 9/30/21 84:13M Donnelley … Solutions/FA 8/13/21 Biolase, Inc. 10-Q 6/30/21 80:12M Donnelley … Solutions/FA 5/13/21 Biolase, Inc. 10-Q 3/31/21 81:9.4M Donnelley … Solutions/FA 3/31/21 Biolase, Inc. 10-K 12/31/20 88:15M ActiveDisclosure/FA 12/08/20 Biolase, Inc. S-1/A 3:585K Donnelley … Solutions/FA 11/13/20 Biolase, Inc. 10-Q 9/30/20 81:11M ActiveDisclosure/FA 8/14/20 Biolase, Inc. 10-Q 6/30/20 89:12M ActiveDisclosure/FA |