0001193125-17-307198.txt : 201710100001193125-17-307198.hdr.sgml : 2017100920171010171517ACCESSION NUMBER:0001193125-17-307198CONFORMED SUBMISSION TYPE:S-1/APUBLIC DOCUMENT COUNT:16FILED AS OF DATE:20171010DATE AS OF CHANGE:20171010

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:BIOLASE, INCCENTRAL INDEX KEY:0000811240STANDARD INDUSTRIAL CLASSIFICATION:DENTAL EQUIPMENT & SUPPLIES [3843]IRS NUMBER:870442441STATE OF INCORPORATION:DEFISCAL YEAR END:1231

FILING VALUES:FORM TYPE:S-1/ASEC ACT:1933 ActSEC FILE NUMBER:333-220703FILM NUMBER:171131174

BUSINESS ADDRESS:STREET 1:4 CROMWELLCITY:IRVINESTATE:CAZIP:92618BUSINESS PHONE:949-361-1200

MAIL ADDRESS:STREET 1:4 CROMWELLCITY:IRVINESTATE:CAZIP:92618

FORMER COMPANY:FORMER CONFORMED NAME:BIOLASE TECHNOLOGY INCDATE OF NAME CHANGE:19941117

FORMER COMPANY:FORMER CONFORMED NAME:LASER MEDICAL TECHNOLOGY INCDATE OF NAME CHANGE:19941117

FORMER COMPANY:FORMER CONFORMED NAME:LASER ENDO TECHNIC CORPDATE OF NAME CHANGE:19920708

S-1/A1d463255ds1a.htmS-1/A

S-1/A

As filed with the Securities and Exchange Commission on October10, 2017

Registration No.333-220703

UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549

AmendmentNo. 1

to

FORM S-1

REGISTRATIONSTATEMENT

UNDER

THE SECURITIES ACT OF 1933

BIOLASE, INC.

(Exact name of registrant as specified in its charter)

Delaware384387-0442441

(State or other jurisdiction of
incorporation or organization)(Primary Standard Industrial
Classification Code Number)(I.R.S. Employer
Identification Number)

4 Cromwell, Irvine, California 92618

(949) 361-1200

(Address,including zip code, and telephone number, including area code, of registrants principal executive offices)

Harold C.Flynn, Jr.

President and Chief Executive Officer

BIOLASE, Inc.

4 Cromwell

Irvine, California 92618

(949) 361-1200

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Michael A. Gordon

Beth E. Peev

Sidley AustinLLP

One South Dearborn

Chicago, Illinois 60603

(312) 853-7000

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box.

If this form is filed to register additional securities for an offeringpursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.

Ifthis form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growthcompany in Rule 12b-2 of the Exchange Act:

LargeacceleratedfilerAcceleratedfiler

Non-accelerated filer(Do not check if a smaller reporting company)Smallerreportingcompany

Emerginggrowthcompany

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided to Section7(a)(2)(B) of the Securities Act.

The registrant herebyamends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with Section8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section8(a), may determine.

EXPLANATORY NOTE

BIOLASE, Inc. is filing this pre-effective Amendment No. 1 (this Amendment) to its registration statement on Form S-1 (No.333-220703) to amend the signature page to the registration statement and to file Exhibits 4.8, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8. This Amendment does not modify any provision of the prospectus that forms part of the registrationstatement. Accordingly, a preliminary prospectus has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item13. Other Expenses of Issuance and Distribution.

The following table sets forth the fees and expenses payable by us in connection with the sale of the securities being registered hereunder,all of which will be borne by us. With the exception of the SEC registration fee, all amounts shown are estimates.

SEC registration fee

$1,390.80

Subscription agent fees and expenses

$35,000.00

Information agent fees and expenses

$15,000.00

Legal fees and expenses

$400,000.00

Accounting fees and expenses

$35,000.00

Printing expenses

$5,000.00

Miscellaneous

$8,609.20

Total

$500,000.00

Item14. Indemnification of Directors and Officers.

Section145 of the Delaware General Corporation Law (the DGCL) authorizes and empowers a Delaware corporation to indemnify itsdirectors, officers, employees and agents against liabilities incurred in connection with, and related expenses resulting from, any claim, action or suit brought against any such person as a result of his or her relationship with the corporation,provided that such persons acted in good faith and in a manner such person reasonably believed to be in, and not opposed to, the best interests of the corporation in connection with the acts or events on which such claim, action or suit is based.Section145 of the DGCL also authorizes corporations to purchase and maintain insurance on behalf of such persons so indemnified. The finding of either civil or criminal liability on the part of such person in connection with such acts orevents is not necessarily determinative of the question of whether such person has met the required standard of conduct and is, accordingly, entitled to be indemnified.

Section102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit thepersonal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors fiduciary duty of care, except (i)for any breach of the directors duty of loyalty to the corporation or itsstockholders, (ii)for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii)pursuant to Section174 of the DGCL (providing for liability of directors for unlawful payment ofdividends or unlawful stock purchases or redemptions) or (iv)for any transaction from which a director derived an improper personal benefit.

Our Restated Certificate of Incorporation, as amended (the charter) provides that, to the extent permitted by applicable law, theregistrants directors shall not be personally liable to the registrant or its stockholders for monetary damages for any breach of fiduciary duty as directors of the registrant. The charter eliminates the personal liability of directors to thefullest extent permitted by the DGCL. Our bylaws provide that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative,by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the registrant shall be indemnified and held harmless by the registrant to the fullest extent authorized by the DGCL,against all costs, charges, expenses, liabilities and losses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person inconnection therewith, and such indemnification shall

II-1

continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and personal or legal representatives. The registrant has alsoobtained liability insurance for its officers and directors and has entered into indemnification agreements with its directors and officers.

The foregoing statements are subject to the provisions of Sections 145 and 102(b)(7) of the DGCL, our bylaws and the charter, which bylaws andcharter have been filed as exhibits to this registration statement.

Item15. Recent Sales of Unregistered Securities.

During the three years preceding the filing of this registration statement, we have issued the following securities that were notregistered under the Securities Act:

On November7, 2014, we completed a private placement (the November 2014 PrivatePlacement) with several institutional and individual investors, and certain of our directors and officers, under which we sold an aggregate of 14,162,873 unregistered shares of our common stock at the price of $2.39 per share, the closingprice of our common stock on November3, 2014, and warrants (the 2014 Warrants) to purchase up to an aggregate of 9,205,862 unregistered shares of our common stock at an exercise price of $4.00 per share. Gross proceeds from thesale totaled $35.0 million, and net proceeds, after offering expenses of approximately $235,000, were approximately $34.8 million. The 2014 Warrants became exercisable on May7, 2015, six months after the closing of the private placement, andexpire on November7, 2017. We used the proceeds for working capital and general corporate purposes. In connection with the registration rights granted to these investors, we filed a registration statement on Form S-3 with the SEC, which wasdeclared effective on December12, 2014.

On August8, 2016, we completed a private placement(the August 2016Private Placement)with several institutional and individual investors, and certain of our directors and officers, under which we sold an aggregate of 88,494 shares of our Series C Participating Convertible Preferred Stock (Series CPreferred Stock) and warrants (the 2016 Warrants) to purchase up to an aggregate of 2,035,398 unregistered shares of our common stock at an exercise price of $2.00 per share. Each share of Series C Preferred Stock convertedautomatically into 100 shares of our common stock upon receipt of stockholder approval on September30, 2016, reflecting a conversion price equal to $1.13 per share, which was the closing price of the common stock quoted on the NASDAQ CapitalMarket on July29, 2016. On September30, 2016, we also approved the issuance of common stock in connection with the exercise of the 2016 warrants by certain holders whose 2016 warrants were subject to a beneficial ownership limitation.Gross proceeds from the sale were $10.0 million, and net proceeds, after offering expenses of approximately $0.5 million, were approximately $9.5 million. The 2016 Warrants became exercisable on February8, 2017, six months after the closing ofthe private placement, and expire on August8, 2021. We used the proceeds from the sale for working capital and general corporate purposes. In connection with the registration rights granted to these investors, we filed a registration statementon Form S-3 with the SEC, which was declared effective on November3, 2016.

On April18, 2017, we completed a private placementwith several institutional and individual investors, and certain of our directors and officers,under which we sold an aggregate of 80,644 shares of our Series D Participating Convertible Preferred Stock, par value $0.001 per share(Series D Preferred Stock), and warrants (the 2017 Warrants) to purchase up to an aggregate of 3,925,871 unregistered shares of our common stock at an exercise price of $1.80 per share (the Exercise Price),subject to customary anti-dilution adjustments. Each share of Series D Preferred Stock converted automatically into 100 shares of our common stock upon receipt of stockholder approval on June30, 2017, reflecting a conversion price equal to$1.24 per share, which was the closing price of our common stock quoted on the NASDAQ Capital Market on April10, 2017.OnJune30, 2017, our stockholders also approved the issuance of common stock related to the exercise of the2017 Warrants by certain holders whose 2017 Warrants were subject to a beneficial ownership limitation. The 2017 Warrants become exercisable on October18, 2017 and expire on April18, 2022 or, if earlier, five business days after wedeliver notice that the closing price per share of our common stock exceeded the Exercise Price for 30consecutive trading days during the exercise period. Gross proceedsfrom the sale were approximately

II-2

$10.5million,and net proceeds, after offering expenses of approximately $0.2 million, were approximately $10.3million.We are using the proceeds from the sale for workingcapital and general corporate purposes.In connection with the registration rights granted to these investors, we filed a registration statement on Form S-3 with the SEC, which was declared effective on August24, 2017.

The offers and sales of securities described above were made in reliance upon an exemption from registration requirements pursuant toSection4(a)(2) under the Securities Act, based upon representations made to us by the purchasers thereof.

Item16.Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed (except where otherwise indicated) aspart of this registration statement.

Item17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or themost recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume ofsecurities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed withthe Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of RegistrationFee table in the effective registration statement.

(iii) To include any material information with respect to theplan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided,however, that paragraphs(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if theinformation required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section13 or Section15(d) of the Securities ExchangeAct of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed tobe a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at thetermination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, eachprospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part ofand included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement

II-3

or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a timeof contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of firstuse.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in theinitial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell thesecurities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell suchsecurities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to theoffering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared byor on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of anyother free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(c) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results ofthe subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by theunderwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of theregistrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 andis, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in thesuccessful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has beensettled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication ofsuch issue.

(i) The undersigned hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed aspart of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)or 497(h) under the Securities Act shall be deemed to be part of this registrationstatement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933,each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

II-4

EXHIBIT INDEX

Incorporated by Reference

Exhibit

Description

Filed

Herewith

Form

Period

Ending/Date

ofReport

Exhibit

Filing

Date

3.1.1

Restated Certificate of Incorporation, including, (i)Certificate of Designations, Preferences and Rights of 6% Redeemable Cumulative Convertible Preferred Stock of the Registrant; (ii)Certificate of Designations, Preferences and Rights of Series A 6% Redeemable Cumulative Convertible Preferred Stock of the Registrant; (iii)Certificate of Correction Filed to Correct a Certain Error in the Certificate of Designation of the Registrant; and (iv)Certificate of Designations of Series B Junior Participating Cumulative Preferred Stock of the Registrant

S-1,

Amendment

No. 1

12/23/20053.112/23/2005

3.1.2

Amendment to Restated Certificate of Incorporation

8-K05/10/20123.105/16/2012

3.1.3

Second Amendment to Restated Certificate of Incorporation

8-A/A11/04/20143.1.311/04/2014

3.1.4

Certificate of Elimination of Series B Junior Participating Cumulative Preferred Stock

8-K11/10/20153.111/12/2015

3.1.5

Certificate of Designations, Preferences and Rights of SeriesC Participating Convertible Preferred Stock

8-K08/08/20163.108/08/2016

3.1.6

Certificate of Elimination of Series C Participating Convertible Preferred Stock of the Registrant

8-K04/18/20173.104/20/2017

3.1.7

Certificate of Designations, Preferences and Rights of SeriesD Participating Convertible Preferred Stock of the Registrant

8-K04/18/20173.204/20/2017

3.1.8

Third Amendment to Restated Certificate of Incorporation

S-307/21/20173.407/21/2017

3.2

Sixth Amended and Restated Bylaws of the Registrant, adopted on June 26, 2014

8-K06/26/20143.106/30/2014

4.1

Form of Warrant issued on November7, 2014 (incorporated by reference to ExhibitA to the Securities Purchase Agreement filed as Exhibit99.1 to the Current Report on Form 8-K filed on November7, 2014)

8-K11/03/201499.111/07/2014

II-5

Incorporated by Reference

Exhibit

Description

Filed

Herewith

Form

Period

Ending/Date

ofReport

Exhibit

Filing

Date

4.2

Form of Warrant issued on August 8, 2016 (incorporated by reference to Exhibit B to the Securities Purchase Agreement filed as Exhibit 99.1 tothe Current Report on Form 8-K filed on August8, 2016)

8-K08/01/201699.108/02/2016

4.3

Standstill Agreement, dated November10, 2015, by and among the Registrant and Jack W. Schuler, Renate Schuler, and the Schuler Family Foundation

8-K11/10/201599.111/12/2015

4.4

Standstill Agreement, dated November10, 2015, by and among the Registrant and Larry N. Feinberg, Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund Master, L.P., Oracle Associates, LLC, and Oracle Investment Management, Inc.

8-K11/10/201599.211/12/2015

4.5

Amendment to Standstill Agreement, dated August1, 2016, by and among the Registrant and Jack W. Schuler, Renate Schuler, Shuler Family Foundation

8-K08/01/201699.208/02/2016

4.6

Amendment to Standstill Agreement, dated August1, 2016, by and among the Registrant and Larry N. Feinberg, Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund Master, L.P., Oracle Associates, LLC, Oracle Investment Management, Inc.

8-K08/01/201699.308/02/2016

4.7

Form of Warrant

DEF 14A

D05/19/2017

4.8

Form of rights certificateX

5.1**

Opinion of Sidley Austin LLP

10.1*

2002 Stock Incentive Plan, as amended

DEF14A

A04/07/2016

10.2*

Form of Stock Option Agreement under the 2002 Stock Incentive Plan

10-K12/31/200410.2607/19/2005

10.3*

Form of Option Award Notice for California Employees under the 2002 Stock Incentive Plan

10-Q09/30/201510.211/06/2015

10.4*

Form of Option Award Notice for Non-California Employees under the 2002 Stock Incentive Plan

10-Q09/30/201510.311/06/2015

II-6

Incorporated by Reference

Exhibit

Description

Filed

Herewith

Form

Period

Ending/Date

ofReport

Exhibit

Filing

Date

10.5*

Form of Option Award Notice for Non-Employee Directors under the 2002 Stock Incentive Plan

10-Q09/30/201510.411/06/2015

10.6*

Form of Restricted Stock Unit Award Notice for Non-Employee Directors under the 2002 Stock Incentive Plan

10-Q09/30/201510.511/06/2015

10.8*

Form of Indemnification Agreement between the Registrant and its officers and directors

10-Q09/30/200510.111/09/2005

10.9

Lease, dated January 10, 2006, by and between the Registrant and The Irvine Company LLC

8-K01/10/200610.101/17/2006

10.10

Third Amendment to Lease, dated March16, 2015, by and between the Registrant and The Irvine Company LLC

10-Q03/31/201510.305/01/2015

10.11

Letter Agreement, dated June28, 2006, by and between the Registrant and The Procter & Gamble Company

10-Q06/30/200610.108/09/2006

10.12

License Agreement, dated January 24, 2007, by and between the Registrant and The Procter & Gamble Company

10-Q03/31/200710.105/10/2007

10.13

Letter Agreement, dated June 28, 2011, by and between the Registrant and The Proctor & Gamble Company

10-Q06/30/201110.208/11/2011

10.14

Securities Purchase Agreement, dated August 1, 2016, among BIOLASE, Inc. and the investors listed on Schedule I thereto

8-K08/01/201699.108/02/2016

10.15*

Employment Agreement, dated February22, 2015 and entered into on February24, 2015, by and between the Registrant and David Dreyer

10-K12/31/201510.2503/06/2015

10.16*

Employment Agreement, dated May14, 2015, by and between the Registrant and Harold C. Flynn, Jr.

10-Q06/30/201510.208/07/2015

10.17*

Inducement Restricted Stock Unit Award Agreement, dated July 14, 2015, by and between the Registrant and Harold C. Flynn, Jr.

8-K07/12/201510.207/15/2015

10.18*

Acknowledgment Letter, dated November 22, 2016, by and between the Registrant and Harold C. Flynn,Jr.

10-K12/31/201610.1803/10/2017

II-7

Incorporated by Reference

Exhibit

Description

Filed

Herewith

Form

Period

Ending/Date

ofReport

Exhibit

Filing

Date

10.19*

Transition Letter Agreement, dated December28, 2016, by and between the Registrant and David Dreyer

10-K12/31/201610.1903/10/2017

10.20*

Separation Agreement, dated January13, 2017, by and between the Registrant and David Dreyer

10-K12/31/201610.2003/10/2017

10.21*

Employment Agreement, dated February23, 2017, by and between the Registrant and Mark Nelson

10-K12/31/201610.2103/10/2017

10.22

Securities Purchase Agreement, dated April 11, 2017, among BIOLASE, Inc. and the investors listed on Schedule I thereto

8-K04/11/201799.104/11/2017

10.23

Commitment Letter, dated September26, 2017, between each of Oracle Partners, LP, Oracle Institutional Partners, LP and Oracle Ten Fund Master, LP and BIOLASE, Inc.

S-109/29/201710.2309/29/2017

10.24

Commitment Letter, dated September26, 2017, between each of Renate Schuler, Jack W. Schuler Living Trust and Schuler Family Foundation and BIOLASE, Inc.

S-109/29/201710.2409/29/2017

10.25

Form of Stock Option Agreement for inducement grants made to JohnR. Beaver on September30, 2017

8-K09/30/201710.110/3/2017

21.1

Subsidiaries of the Registrant

10-K12/31/201610.2103/10/2017

23.1

Consent of Independent Registered Public Accounting Firm, BDO USA, LLP

S-109/29/201723.109/29/2017

23.2**

Consent of Sidley Austin LLP (contained in Exhibit 5.1)

24.1

Power of Attorney

S-109/29/2017

09/29/2017

99.1

Form of Instructions for Use of rights certificatesX

99.2

Form of Letter to ShareholdersX

99.3

Form of Letter to Beneficial HoldersX

99.4

Form of Letter to Clients X

99.5

Form of Nominee Holder Certification Form X

99.6

Beneficial Holder Election FormX

99.7

Form of Notice of Guaranteed DeliveryX

99.8

Form of Notice of Important Tax Information X

II-8

Confidential treatment was granted for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2, these confidential portions wereomitted from this exhibit and filed separately with the Securities and Exchange Commission.

Confidential treatment was requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2, these confidential portions wereomitted from this exhibit and filed separately with the Securities and Exchange Commission.

*Management contract or compensatory plan or arrangement.

**To be filed by amendment hereto.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment to be signed on itsbehalf by the undersigned, thereunto duly authorized in the City of Irvine, State of California, on October10, 2017.

BIOLASE, INC.

By:/s/ Harold C. Flynn, Jr.

Harold C. Flynn, Jr.

President and Chief Executive Officer

By:/s/ John R. Beaver

John R. Beaver

Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed bythe following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Harold C. Flynn, Jr.

Harold C. Flynn, Jr.

PresidentandChiefExecutiveOfficer(PrincipalExecutiveOfficer)and Director

October10,2017

/s/ John R. Beaver

John R. Beaver

Senior Vice President and

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

October10, 2017

*

Jonathan T. Lord

DirectorandChairmanoftheBoard

October10, 2017

*

Frederic H. Moll

Director

October10, 2017

*

James R. Talevich

Director

October10, 2017

*By:

/s/ Harold C. Flynn, Jr.

Harold C. Flynn, Jr.

Attorney-in-fact

II-10

EX-4.82d463255dex48.htmEX-4.8

EX-4.8

Exhibit 4.8

BIOLASE + 250 Royall Street, Suite V Canton MA 02021 Information Agent: Georgeson LLC Telephone800-561-3991 THE SUBSCRIPTIONRIGHTS CERTIFICATE FOR SHARES OFFER EXPIRES AT 5:00 P.M., EASTERN TIME, ON [DATE] (Expiration Date) IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THE CARD. THIS CERTIFIES THAT the registered owner whose name isinscribed hereon is owner of the number of non-transferable subscription rights (Rights) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase up to []shares of Common Stock, with a par value of $0.001 per share, of BIOLASE, Inc., a Delaware corporation, at a subscription price of [] per share (the Basic Subscription Right), pursuant to a rights offering (the RightsOffering), on the terms and subject to the conditions set forth in the Prospectus and the Instructions for Use of Subscription Rights Certificate accompanying this Subscription Rights Certificate. If any shares of Common Stockavailable for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Right (Excess Shares), any Rights holder that exercises its Basic Subscription Right in fullmay subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, as described in the Prospectus (the Over-Subscription Privilege). The Rights represented by this Subscription Rights Certificate maybe exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock in accordance with the Instructions for Use of SubscriptionRights Certificate that accompany this Subscription Rights Certificate. THE SUBSCRIPTION RIGHT IS NON- TRANSFERABLE Payment must be in United States dollars, whereby only checks drawn on a bank locatedin the continental United States and made payable to Computershare will be accepted, except that holders of Rights who are residents of Canada may make payment in United States dollars by check drawn on a bank located in Canada. Please referenceyour rights card control number on your check. For a more complete description of the terms and conditions of this Rights Offering, please refer to the Prospectus Supplement. Additional copies of the Prospectus Supplement are available upon requestfrom the information agent, Georgeson LLC, at [number]. You are encouraged to contact Georgeson LLC if you have any questions concerning this Rights Offering. Holder ID COY Class Rights Qty Issued Rights Cert # Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy) ACTIVE 225584230v.3 02IKZ R T 2 +

To subscribe for your primary shares please complete line A on the card below. To subscribe for any over-subscriptionshares please complete line B below. Please Note: Only Record Date holders who have exercised their Primary Subscription in full may apply for shares pursuant to the Over-Subscription Right. Payment of Shares: Full payment for both theprimary and over-subscription shares must accompany this subscription. Please reference your rights card control number on your check. If the aggregate Subscription Price paid by a Record Date holder is insufficient to purchase the number of sharesthat the holder indicates are being subscribed for, or if a Record Date holder does not specify the number of shares to be purchased, then the Record Date holder will be deemed to have exercised first, the Primary Subscription Right (if not alreadyfully exercised) and second, the Over-Subscription Right to purchase shares to the full extent of the payment rendered. If the aggregate Subscription Price paid by a Record Date holder exceeds the amount necessary to purchase the number of sharesfor which the Record Date holder has indicted an intention to subscribe, then the Record Date holder will be deemed to have exercised first, the Primary Subscription Right (if not already fully exercised) and second, the Over-Subscription Right tothe full extent of the excess payment tendered. FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS SUPPLEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUSSUPPLEMENT ARE AVAILABLE UPON REQUEST FROM THE INFORMATION AGENT BY CALLING TOLL-FREE AT [NUMBER]. Please complete all applicable information and return to the Subscription Agent: COMPUTERSHARE TRUST COMPANY,N.A. By First ClassMail: By Registered, Certified or Express Mail, or Overnight Courier: Computershare Computershare c/o Voluntary Corporate Actions c/o Voluntary Corporate Actions P.O. Box 43011 250 Royall Street Providence, RI 02940-3011 Suite V Canton, MA 02021 A. Exercise of Primary Subscription Rights ([*] Rights = [*] Share): X $[TBD] per Share = $__________(Cost for Primary Subscription shares payable in United States Dollars)(shares) B. Exercise of Over Subscription: X $[TBD] per Share = $__________(Cost for OverSubscription shares payable in United States Dollars) (Shares) SECTION 1. TO SUBSCRIBE: I acknowledge that I have received the Prospectus Supplement for theRights Offering and I hereby irrevocably subscribe for the number of shares indicated as the total of A and B hereon upon the terms and conditions specified in the Prospectus Supplement and incorporated by reference herein, receipt of which isacknowledged. I hereby agree that if I fail to pay in full for the shares for which I have subscribed, the Company may exercise any of the remedies provided for herein or in the Prospectus Supplement. DELIVERY OF THIS FORM OF EXERCISE TO AN ADDRESSOTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

EX-99.13d463255dex991.htmEX-99.1

EX-99.1

Exhibit 99.1

FORM OF INSTRUCTIONS FOR USE OF

SUBSCRIPTION RIGHTS CERTIFICATE

BIOLASE, INC.

PLEASEDIRECT ANY QUESTIONS OR REQUESTS FOR ASSISTANCE TO

GEORGESON LLC, THE COMPANYS INFORMATION AGENT, TOLL FREE AT

(800) 561-3991, OR BY MAIL, AT 1290 AVENUE OF THE AMERICAS, 9TH FLOOR,

NEW YORK, NY 10104

The followinginstructions relate to the distribution by BIOLASE, Inc. (the Company), to all holders of record (the Record Holders) of common stock, par value $0.001 per share (the Common Stock) of theCompany, as of 5:00 p.m., Eastern Time, on [], 2017 (the Record Date), in a rights offering (the Rights Offering), at no charge, of non-transferable subscriptionrights (the Rights) to subscribe for and purchase shares of Common Stock at a subscription price of $[] per share (the Subscription Price), as described in the Companys Prospectus, dated [],2017 (the Prospectus). In the Rights Offering, up to an aggregate of [] shares of Common Stock are being offered pursuant to the Prospectus. Each Record Holder will receive [] Right for each share of Common Stockowned of record as of 5:00 p.m., Eastern Time, on the Record Date.

The Rights will expire if they are not exercised by 5:00 p.m., EasternTime, on [], 2017, unless extended by the Company (the Expiration Date). Any Rights that are not exercised prior to 5:00 p.m., Eastern Time, on the Expiration Date expire, have no value and cease to be exercisable forshares of Common Stock. The Company will not be obligated to honor any purported exercise of Rights received by Computershare Inc., the subscription agent for the Rights Offering (the Subscription Agent), after 5:00p.m., Eastern Time, on the Expiration Date, unless you have used the guaranteed delivery procedures.

The Rights held by each RecordHolder are evidenced by subscription rights certificates (the Subscription Rights Certificates). The Rights are non-transferable, meaning that they may not be sold, transferred, or assignedto anyone else.

Each Right gives the holder thereof the right to purchase from the Company [] shares of Common Stock (theBasic Subscription Right) at the Subscription Price of $[] per share. The Company will not issue fractional shares or cash in lieu of fractional shares in the Rights Offering. Instead, fractional shares resulting from theexercise of Basic Subscription Rights will be eliminated by rounding down to the nearest whole share.

In addition, holders of Rights whopurchase all of the shares of Common Stock available to them pursuant to their Basic Subscription Right may also choose to subscribe (the Over-Subscription Privilege), at the sameSubscription Price of $[] per share, for a portion of any shares of Common Stock that other holders of Rights do not purchase through the exercise

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of their Basic Subscription Rights (the Over-Subscription Shares). If a sufficient number of Over-Subscription Shares are available, theCompany will seek to honor all over-subscription requests in full. If, however, an insufficient number of Over-Subscription Shares are available to fully satisfy all Over-Subscription Privilege requests, the available shares will be distributedproportionately among the holders of Rights who exercise their Over-Subscription Privilege based on the number of shares each Rights holder subscribed for under their Basic Subscription Right. The Company will not issue fractional shares through theexercise of the Over-Subscription Privilege. Instead, fractional shares resulting from the exercise of the Over-Subscription Privilege will be eliminated by rounding down to the nearest whole share.

Do not send the Subscription Rights Certificate or payment to the Company. If you wish to participate in the Rights Offering, theSubscription Agent must receive your properly completed and duly executed Subscription Rights Certificate, with full payment of the aggregate Subscription Price for all of the shares for which you have subscribed, before 5:00 p.m., Eastern Time, onthe Expiration Date, unless you have used the guaranteed delivery procedures. Once you submit the Subscription Rights Certificate, you are not allowed to revoke or change your exercise or request a refund of monies paid. If you do not exercise yourRights before the Expiration Date, then they will expire, have no value and cease to be exercisable for shares of Common Stock.

Thenumber of shares of Common Stock you may purchase pursuant to your Basic Subscription Right is indicated on the Subscription Rights Certificate. You should indicate your wishes with regard to the exercise of your Rights by completing the appropriateportions of your Subscription Rights Certificate and returning it, in the envelope provided, together with full payment of the aggregate Subscription Price, to the Subscription Agent pursuant to the procedures described in the Prospectus.

THE COMPLETED AND EXECUTED SUBSCRIPTION RIGHTS CERTIFICATE AND FULL PAYMENT OF THE AGGREGATE SUBSCRIPTION PRICE FOR ALL OF THE SHARES FORWHICH YOU HAVE SUBSCRIBED PURSUANT TO THE BASIC SUBSCRIPTION RIGHT AND THE OVER-SUBSCRIPTION PRIVILEGE, INCLUDING FINAL CLEARANCE OF ANY UNCERTIFIED PERSONAL CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, OR GUARANTEED DELIVERY REQUIREMENTSWITH RESPECT TO YOUR RIGHTS CERTIFICATE MUST BE COMPLIED WITH, AND PAYMENT OF THE SUBSCRIPTION PRICE MUST BE RECEIVED, AS MORE SPECIFICALLY DESCRIBED IN THE REGISTRATION STATEMENT, BEFORE 5:00 P.M., EASTERN TIME, ON [], 2017, THE EXPIRATIONDATE. ONCE A RECORD HOLDER HAS EXERCISED ANY RIGHTS, SUCH EXERCISE MAY NOT BE REVOKED. RIGHTS THAT ARE NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE WILL EXPIRE, HAVE NO VALUE AND CEASE TO BE EXERCISABLE FOR SHARES OF COMMONSTOCK.

1. Method of SubscriptionExercise of Rights.

To exercise your Rights, you must properly complete and duly execute your Subscription Rights Certificate and forward it, together with paymentin full of the aggregate Subscription Price for all of the shares for which you have subscribed pursuant to the Basic Subscription Right

2

and the Over-Subscription Privilege, to the Subscription Agent, to be received before 5:00 p.m., Eastern Time, on the Expiration Date. The Subscription Agent will hold funds received in paymentfor shares of Common Stock in escrow in a segregated bank account pending completion of the Rights Offering.

Alternatively, you may causea written guarantee substantially in the form enclosed herewith (the Notice of Guaranteed Delivery) from a Canadian Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the StockExchanges Medallion Program (SEMP), a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP) or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in anapproved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (each of the foregoing being an Eligible Institution), to be received bythe subscription agent at or prior to 5:00pm Eastern Time on the Expiration Date, together with payment in full of the applicable Subscription Price. Such Notice of Guaranteed Delivery must state your name, the number of Subscription Rightsrepresented by your Rights Certificate, the number of Subscription Rights being exercised pursuant to the basic subscription right and the number of shares of Common Stock, if any, being subscribed for pursuant to the over-subscription privilege,and will guarantee the delivery to the subscription agent of your properly completed and executed Rights Certificate within two (2)business days following the Expiration Date.

Additional copies of the Notice of Guaranteed Delivery may be obtained upon request from the information agent by calling the telephonenumber, indicated below.

Your payment of the aggregate Subscription Price must be made in U.S. dollars for all of the shares of CommonStock for which you have subscribed in the Rights Offering by personal check payable to the Subscription Agent at the address set forth below. In order for your Rights to be properly and timely exercised, payment in full for the aggregateSubscription Price for all of the shares for which you have subscribed in the Rights Offering, including final clearance of an uncertified personal checks, must be received by the Subscription Agent before 5:00 p.m., Eastern Time, on the ExpirationDate. Please be aware that funds paid by personal check may take at least five (5)business days to clear.

Payments received after5:00 p.m., Eastern Time, on the Expiration Date will not be honored, and the Subscription Agent will return such payments to you, without interest or penalty, as soon as practicable. If you elect to exercise your Rights, you should ensure that theSubscription Agent receives your funds by the Expiration Date. The risk of delivery of all documents and payments is borne by you, not by the Subscription Agent or the Company.

The completed Subscription Rights Certificate and full payment of the aggregate Subscription Price, by personal check must be delivered to theSubscription Agent by one of the methods described below:

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By Registered Certified or Express Mail

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, RI02940

By Overnight Courier

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

250Royal Street Suite V

Canton, MA 02021

The Company may not honor the exercise of your Rights if you deliver the Subscription Rights Certificates,subscription documents or payment of the aggregate Subscription Price in a manner or method different than those set forth above.

Youshould direct any questions or requests for assistance concerning the subscription documents, the exercise of Rights or the method of subscribing for shares of Common Stock and any requests for additional copies of the Prospectus to theCompanys information agent, Georgeson LLC, toll free at (800) 561-3991, or by mail at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104.

If you hold your shares of Common Stock in the name of a custodian bank, broker, dealer or other nominee, the nominee will exercise the Rightson your behalf in accordance with your instructions.

Banks, brokers, and other nominee holders of Rights who exercise the BasicSubscription Right and the Over-Subscription Privilege on behalf of beneficial owners of Rights will be required to certify to the Subscription Agent and the Company, with respect to each such beneficial owner, as to (i)the number of Rightsheld, (ii)the aggregate number of Rights that have been exercised, (iii)the number of shares of Common Stock that are being subscribed for pursuant to the Basic Subscription Right, (iv)whether the Basic Subscription Rights of suchbeneficial owner have been exercised in full, and (v)the number of shares of Common Stock, if any, being subscribed for pursuant to the Over-Subscription Privilege by such beneficial owner.

If you or your nominee submit a subscription payment that is insufficient to purchase the total number of shares of Common Stock for which yousubscribed, or if the number of shares you requested is not specified in the subscription documents, the payment received will be applied to exercise your Rights to the fullest extent possible based on the amount of the payment received, subject tothe availability of shares under the Over-Subscription Privilege, if applicable, the elimination of fractional shares.

If you submit asubscription payment that exceeds the amount necessary to purchase the number of shares of Common Stock for which you subscribed, then the excess amount will be returned to you by the Subscription Agent, without interest or penalty, as soon aspracticable following the Expiration Date.

2. Issuance of Common Stock.

As soon as practicable following the Expiration Date and your valid exercise of Rights pursuant to the Basic Subscription Right andOver-Subscription Privilege, and after all allocations and adjustments contemplated by the terms of the Rights Offering have been effected, the Subscription Agent will (i)credit your account or the account of your Record Holder with the numberof shares of Common Stock that you purchased pursuant to the Basic Subscription Right

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and the Over-Subscription Privilege, and (ii)mail to each holder of Rights who exercises Rights any excess amount, without interest or penalty, received in payment of the Subscription Pricefor shares subscribed for by, but not allocated to, such holder.

3. Commissions, Fees, and Expenses.

The Company is not charging any fee or sales commission to issue the Rights to you or to issue shares of Common Stock to you if you exerciseyour Rights (other than payment of the Subscription Price). If you exercise your Rights through the Record Holder of your shares, you are responsible for paying any commissions, fees, taxes or other expenses your Record Holder may charge you. TheCompany will pay all reasonable fees charged by Computershare Inc., as the subscription agent.

4. Execution.

If you are a holder of Rights, the signature on the Subscription Rights Certificate must correspond with the name of the holder of Rightsexactly as it appears on the face of the Subscription Rights Certificate without any alteration, enlargement or change whatsoever. Persons who sign the Subscription Rights Certificate in a representative or other fiduciary capacity on behalf of aholder of Rights must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority so to act.

5. Method of Delivery to Subscription Agent.

The method of delivery of Subscription Rights Certificates and payment of the aggregate Subscription Price to the Subscription Agent will be atthe election and risk of the holder of Rights.

6. Special Provisions Relating to the Delivery of Rights through the Depository Trust Company.

In the case of Rights that are held of record through The Depository Trust Company (DTC), those Rights may be exercised byinstructing DTC to transfer the Rights from the DTC account of such holder to the DTC account of the Subscription Agent and by delivering to the Subscription Agent, by no later than 5:00 p.m., Eastern Time, on the Expiration Date, the requiredcertification as to the number of shares of Common Stock subscribed for under the Basic Subscription Right and the Over-Subscription Privilege, if applicable, by each beneficial owner of Rights on whose behalf such nominee is acting, together withpayment in full of the aggregate Subscription Price for all of the shares of Common Stock subscribed for under the Basic Subscription Right and the Over-Subscription Privilege on behalf of all such beneficial owners.

7. Determinations Regarding the Exercise of Your Rights.

The Company will resolve, in its sole discretion, all questions regarding the validity and form of the exercise of your Rights, including timeof receipt and eligibility to participate in the Rights Offering. Such determinations will be final and binding. Once made, subscriptions are

5

irrevocable, and the Company will not accept any alternative, conditional or contingent subscriptions or directions. The Company reserves the absolute right to reject any subscriptions ordirections not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the 5:00 p.m., Eastern Time, on the Expiration Date, unless the Company waives them inits sole discretion. Neither the Company nor the Subscription Agent is under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to the Companys right to withdrawor terminate the Rights Offering, only when the Subscription Agent receives a properly completed and duly executed Subscription Rights Certificate and any other required documents and payment in full of the aggregate Subscription Price for all ofthe shares for which you have subscribed. The Companys interpretations of the terms and conditions of the Rights Offering will be final and binding.

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EX-99.24d463255dex992.htmEX-99.2

EX-99.2

Exhibit 99.2

FORM OF LETTER TO SHAREHOLDERS WHO ARE RECORD HOLDERS

BIOLASE, INC.

Up To[] Shares of Common Stock

Issuable Upon the Exercise of Subscription Rights

[], 2017

Dear Shareholder:

This notice is being distributed by BIOLASE, Inc. (the Company) to all holders of record (the RecordHolders) of the Companys common stock, par value $0.001 per share (the Common Stock), as of 5:00 p.m., Eastern Time, on [], 2017 (the Record Date), in connection with the distribution in arights offering (the Rights Offering), at no charge, of non-transferable subscription rights (the Rights) to subscribe for and purchase shares of Common Stock at asubscription price of $[] per share (the Subscription Price). The Rights are described in the accompanying Prospectus, dated [], 2017 (the Prospectus).

In the Rights Offering, up to an aggregate of [] shares of Common Stock are being offered pursuant to the Prospectus. The Rights willexpire if they are not exercised by 5:00 p.m., Eastern Time, on [], 2017 (the Expiration Date), unless you have used the guaranteed delivery procedures described in the Prospectus. Any Rights that are not exercised prior to5:00 p.m., Eastern Time, on the Expiration Date will expire, have no value and cease to be exercisable for shares of Common Stock.

Asdescribed in the Prospectus, each Record Holder will receive [] Right for each share of Common Stock owned of record as of 5:00 p.m., Eastern Time, on the Record Date. Each Right gives the holder thereof the right to purchase from the Company[] shares of Common Stock (the Basic Subscription Right) at the Subscription Price of $[] per share. The Company will not issue fractional shares or cash in lieu of fractional shares in the Rights Offering. Instead,fractional shares resulting from the exercise of Basic Subscription Rights will be eliminated by rounding down to the nearest whole share. As an example, if you owned 100 shares of Common Stock, you would receive [] Rights that would entitleyou to purchase [] shares of Common Stock for $[] per share.

In addition, holders of Rights who purchase all of the sharesof Common Stock available to them pursuant to their Basic Subscription Right may also choose to subscribe (the Over-Subscription Privilege), at the same Subscription Price of $[] per share, for a portion of any shares ofCommon Stock that other holders of Rights do not purchase through the exercise of their Basic Subscription Rights (the Over-Subscription Shares). If a sufficient number of Over-Subscription Shares are available, the Company willseek to honor all over-subscription requests in full. If, however, an insufficient number of Over-Subscription Shares are available to fully satisfy all Over-Subscription Privilege requests, the available shares will be distributed proportionatelyamong the holders of Rights who exercise their Over-Subscription Privilege

based on the number of shares each Rights holder subscribed for under their Basic Subscription Right. The Company will not issue fractional shares through the exercise of the Over-SubscriptionPrivilege. Instead, fractional shares resulting from the exercise of the Over-Subscription Privilege will be eliminated by rounding down to the nearest whole share.

You will be required to submit payment in full of the aggregate Subscription Price for all of the shares of Common Stock for which you havesubscribed pursuant to the exercise of the Basic Subscription Right and the Over-Subscription Privilege to Computershare Inc., the subscription agent for the Rights Offering (the Subscription Agent), by no later than 5:00 p.m.,Eastern Time, on the Expiration Date. Your payment of the aggregate Subscription Price must be made in U.S. dollars for the full number of shares of Common Stock for which you have subscribed in the Rights Offering by personal check payable to theSubscription Agent at the address set forth below. In order for your Rights to be properly and timely exercised, payment in full for the aggregate Subscription Price for all of the shares for which you have subscribed in the Rights Offering,including final clearance of any uncertified personal checks, must be received by the Subscription Agent before 5:00 p.m., Eastern Time, on the Expiration Date. Please be aware that funds paid by personal check may take at least five(5)business days to clear.

If you submit a subscription payment that is insufficient to purchase the total number of shares ofCommon Stock for which you subscribed, or if the number of shares you requested is not specified in the subscription documents, the payment received will be applied to exercise your Rights to the fullest extent possible based on the amount of thepayment received, subject to the availability of shares under the Over-Subscription Privilege, if applicable, the elimination of fractional shares.

If you submit a subscription payment that exceeds the amount necessary to purchase the number of shares of Common Stock for which yousubscribed, then the excess amount will be returned to you by the Subscription Agent, without interest or penalty, as soon as practicable following the Expiration Date.

The Rights are evidenced by subscription rights certificates (the Subscription Rights Certificates). Your Rights are non-transferable, meaning that you may not sell, transfer or assign your Subscription Rights Certificate to anyone else.

Enclosed are copies of the following documents:

1.Prospectus;

2.Subscription Rights Certificate;

3.Instructions for Use of Subscription Rights Certificate;

4.Form of Notice of Guaranteed Delivery;

5.Form of Notice of Important Tax Information; and

6.Return envelope addressed to the Subscription Agent.

Your prompt action is requested if you intend to participate in the Rights Offering. Asdescribed in the Prospectus, to exercise your Rights, you must properly complete and duly execute your Subscription Rights Certificate and forward it, together with payment in full of the aggregate Subscription Price for all of the shares for whichyou have subscribed pursuant to the Basic Subscription Right and the Over- Subscription Privilege, to the Subscription Agent. Do not send the Subscription Rights Certificate or payment to the Company.

Your properly completed and duly executed Subscription Rights Certificate, accompanied by full payment of the aggregate Subscription Price,must be received by the Subscription Agent before 5:00 p.m., Eastern Time, on the Expiration Date. Once you have exercised your Rights, you may not cancel, revoke or otherwise amend the exercise of your Rights. Any Rights that are not exercisedprior to 5:00 p.m., Eastern Time, on the Expiration Date will expire, have no value and cease to be exercisable for shares of Common Stock, and you will have no further rights under them.

Additional copies of the enclosed materials may be obtained from the Companys information agent, Georgeson LLC, toll free at (800) 561-3991, or by mail at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104.

Very truly yours,

Harold C. Flynn, Jr.

President and Chief Executive Officer

EX-99.35d463255dex993.htmEX-99.3

EX-99.3

Exhibit 99.3

FORM OF LETTER TO NOMINEE HOLDERS

WHOSE CLIENTS ARE BENEFICIAL HOLDERS

BIOLASE, INC.

Up To[] Shares of Common Stock

Issuable Upon the Exercise of Subscription Rights

[], 2017

To Securities Dealers,Commercial Banks, Trust Companies and Other Nominees:

This letter is being distributed to securities dealers, commercial banks, trustcompanies and other nominees in connection with the distribution by BIOLASE, Inc. (the Company) to the holders of record (the Record Holders) of the Companys common stock, par value $0.001 per share (theCommon Stock) as of 5:00 p.m., Eastern Time, on [], 2017 (the Record Date), in connection with the distribution in a rights offering (the Rights Offering) at no charge, of non-transferable subscription rights (the Rights) to subscribe for and purchase shares of Common Stock at a subscription price of $[] per share (the Subscription Price)as described in the accompanying Prospectus, dated [], 2017 (the Prospectus).

In the Rights Offering, up to anaggregate of [] shares of Common Stock are being offered pursuant to the Prospectus. The Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on [], 2017 (the Expiration Date), unless theguaranteed delivery procedures described in the Prospectus are used. Any Rights that are not exercised prior to 5:00 p.m., Eastern Time, on the Expiration Date will expire, have no value and cease to be exercisable for shares of Common Stock.

As described in the Prospectus, each Record Holder will receive [] Right for each share of Common Stock owned of record as of 5:00p.m., Eastern Time, on the Record Date. Each Right gives the holder thereof the right to purchase from the Company [] shares of Common Stock (the Basic Subscription Right) at the Subscription Price of $[] per share.The Company will not issue fractional shares or cash in lieu of fractional shares in the Rights Offering. Instead, fractional shares resulting from the exercise of Basic Subscription Rights will be eliminated by rounding down to the nearest wholeshare. As an example, if you owned 100 shares of Common Stock as of the Record Date, you would receive [] Rights that would entitle you to purchase [] shares of Common Stock for $[] per share.

In addition, holders of Rights who purchase all of the shares of Common Stock available to them pursuant to their Basic Subscription Right mayalso choose to subscribe (the Over-Subscription Privilege), at the same Subscription Price of $[] per share, for a portion of any shares of Common Stock that other holders of Rights do not purchase through the exercise oftheir Basic Subscription Rights (the Over- Subscription Shares). If a sufficient number of Over-Subscription Shares are available, the Company will seek to honor all over-subscription requests in full. If, however, an insufficientnumber of Over-Subscription Shares are available to

fully satisfy all Over-Subscription Privilege requests, the available shares will be distributed proportionately among the holders of Rights who exercise their Over-Subscription Privilege basedon the number of shares each Rights holder subscribed for under their Basic Subscription Right. The Company will not issue fractional shares through the exercise of the Over-Subscription Privilege. Instead, fractional shares resulting from theexercise of the Over-Subscription Privilege will be eliminated by rounding down to the nearest whole share.

You will not receivecertificates evidencing the Rights for which you are the Nominee Holder. Rather, your Rights will be credited to your account electronically through the Depository Trust Company (DTC). All Rights arenon-transferable, meaning that you may not sell, transfer or assign your Rights to anyone else.

We are asking (i)persons who beneficially own shares of Common Stock and have received the Rights distributable with respect to thoseshares through a broker, dealer, commercial bank, trust company or other nominee and (ii)Record Holders who prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution ornominee and request it to effect the transactions for them. In addition, we are asking beneficial owners who hold their Rights through a broker, dealer, commercial bank, trust company or other nominee who wish to obtain a separate SubscriptionRights Certificate to contact the appropriate nominee as soon as possible and request that a separate Subscription Rights Certificate be issued.

Please notify, as soon as possible, any beneficial owners of Common Stock of the Rights Offering and the procedures and deadlines that must befollowed to exercise their Rights. If you exercise the Over-Subscription Privilege on behalf of beneficial owners of Rights, you will be required to certify to Computershare Inc., the subscription agent for the Rights Offering (theSubscription Agent), and the Company, with respect to each such beneficial owner, as to (i)the number of Rights held, (ii)the aggregate number of Rights that have been exercised, (iii)the number of shares ofCommon Stock that are being subscribed for pursuant to the Basic Subscription Rights, (iv)whether the Basic Subscription Rights of such beneficial owner have been exercised in full and (v)the number of shares of Common Stock, if any,being subscribed for pursuant to the Over- Subscription Privilege by such beneficial owner.

Any commissions, fees, taxes or otherexpenses will be for the account of the holder of the Rights, and none of such commissions, fees, taxes or expenses will be paid by the Company or the Subscription Agent. The Company will pay all reasonable fees charged by the Subscription Agent.

Enclosed are copies of the following documents:

1.Prospectus;

2.Instructions for Use of Subscription Rights Certificates;

3.Form of Letter to Clients of Nominee Holders (which may be sent to your clients for whose accounts you hold shares of Common Stock);

4.Form of Beneficial Holder Election Form;

5.Form of Nominee Holder Election Form; and

6.Return envelope addressed to the Subscription Agent.

Your prompt action is requested. Asdescribed further in the Prospectus, to exercise the Rights, you must deliver the properly completed and duly executed Nominee Holder Election Form and payment in full of the aggregate Subscription Price that is required for all of the sharessubscribed for pursuant to the Basic Subscription Right and the Over-Subscription Privilege, to the Subscription Agent. Do not send the Nominee Holder Election Form or payment to the Company.

The properly completed and duly executed Nominee Holder Election Form, accompanied by full payment of the aggregate Subscription Price, mustbe received by the Subscription Agent before 5:00 p.m., Eastern Time, on the Expiration Date. Failure to return the properly completed Nominee Holder Election Form with the correct and complete payment will result in your not being able toexercise the Rights held in your name on behalf of yourself or other beneficial owners. All exercises of subscription rights are irrevocable. Rights not exercised before 5:00 p.m., Eastern Time, on the Expiration Date will expire, have no valueand cease to be exercisable for shares of Common Stock.

Additional copies of the enclosed materials may be obtained from theCompanys information agent, Georgeson LLC, toll free at (800) 561-3991, or by mail at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104.

Very truly yours,

Harold C. Flynn, Jr.

President and Chief Executive Officer

NOTHING IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF BIOLASE, INC., THE SUBSCRIPTION AGENT, THEINFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE RIGHTSOFFERING EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS.

EX-99.46d463255dex994.htmEX-99.4

EX-99.4

Exhibit 99.4

FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS

BIOLASE, INC.

Up To[] Shares of Common Stock

Issuable Upon the Exercise of Subscription Rights

[], 2017

To Our Clients:

Enclosed for your consideration are the Prospectus, dated [], 2017 (the Prospectus), and the Instructions for Use ofSubscription Rights Certificates and Election Form relating to the distribution by BIOLASE, Inc. (the Company) to all holders of record (the Record Holders) of the Companys common stock, par value $0.001per share (the Common Stock), as of 5:00p.m., Eastern Time, on [], 2017 (the Record Date), in a rights offering (the Rights Offering), at no charge, of non-transferable subscription rights (the Rights) to subscribe for and purchase shares of Common Stock at a subscription price of $[] per share (the Subscription Price).The Rights are described in the accompanying Prospectus.

In the Rights Offering, up to an aggregate of [] shares of Common Stockare being offered pursuant to the Prospectus. The Rights will expire if they are not exercised by 5:00p.m., Eastern Time, on [], 2017 (the Expiration Date), unless the guaranteed delivery procedures described in theProspectus are used. Any Rights that are not exercised prior to 5:00 pm, Eastern Time, on the Expiration Date will expire, have no value and cease to be exercisable for shares of Common Stock.

As described in the Prospectus, you will receive [] Right for each share of Common Stock carried by us in your account as of the RecordDate. Each Right gives the holder thereof the right to purchase from the Company [] shares of Common Stock (the Basic Subscription Right) at the Subscription Price of $[] per share. The Company will not issuefractional shares or cash in lieu of fractional shares in the Rights Offering. Instead, fractional shares resulting from the exercise of Basic Subscription Rights will be eliminated by rounding down to the nearest whole share. As an example, if youowned 100 shares of Common Stock as of the Record Date, you would receive [] Rights that would entitle you to purchase [] shares of Common Stock for $[] per share.

In addition, Record Holders who purchase all of the shares of Common Stock available to them pursuant to their Basic Subscription Right mayalso choose to subscribe (the Over-Subscription Privilege), at the same Subscription Price of $[] per share, for a portion of any shares of Common Stock that other RecordHolders do not purchase through the exercise of their Basic Subscription Right (the Over-Subscription Shares). If a sufficient number of Over-Subscription Shares are available, the Companywill seek to honor all over-subscription requests in full. If, however, an insufficient number of Over-Subscription Shares are available to fully satisfy all Over-Subscription Privilege requests, the available shares will be distributed

proportionately among the holders of Rights who exercise their Over-Subscription Privilege based on the number of shares each Rights holder subscribed for under their Basic Subscription Right.The Company will not issue fractional shares through the exercise of the Over-Subscription Privilege. Instead, fractional shares resulting from the exercise of the Over-Subscription Privilege will be eliminated by rounding down to the nearest wholeshare.

The Rights are evidenced by subscription rights certificates (the Subscription Rights Certificates) registeredin the names of the Record Holders of the shares of Common Stock for which the Rights are being distributed. Rights are non-transferable, meaning that they may not be sold, transferred, or assigned by theholder of the Rights to any other party.

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCKCARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF RIGHTS MAY BE MADE ONLY BY US AS THE RECORD HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request instructions as to whether you wish us to elect to subscribefor any shares of Common Stock to which you are entitled pursuant to the terms of the Rights Offering and subject to the conditions set forth in the accompanying Prospectus. However, we urge you to read the Prospectus and other enclosed materialscarefully before instructing us to exercise your Rights.

Your Beneficial Owner Election Form and full payment for the aggregateSubscription Price for all of the shares of Common Stock that you have subscribed to purchase pursuant to the Basic Subscription Right and the Over-Subscription Privilege should be forwarded as promptly as possible in order to permit us to exerciseRights on your behalf in accordance with the terms of the Rights Offering.

The Rights Offering will expire at 5:00p.m., EasternTime, on the Expiration Date. Because we must submit your subscription and payment in advance of 5:00p.m., Eastern Time, on the Expiration Date, we must receive your Beneficial Owner Election Form (unless you use the guaranteed deliveryprocedures described in the Prospectus) and full payment for the aggregate Subscription Price for all of the shares of Common Stock that you have subscribed to purchase pursuant to the Basic Subscription Right and theOver-Subscription Privilege, no later than [], 2017. Once you have exercised your Rights pursuant to the Basic Subscription Right and the Over-Subscription Privilege, such exercise may notbe revoked.

If you wish to have us, on your behalf, exercise the Rights for any shares of Common Stock to which you are entitled,please so instruct us by timely completing, executing and returning to us the Beneficial Owner Election Form attached to this letter.

ANYQUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO THE COMPANYS INFORMATION AGENT, GEORGESON LLC, TOLL FREE AT (800)561-3991, OR BY MAIL AT 1290 AVENUE OF THEAMERICAS, 9TH FLOOR, NEW YORK, NY 10104.

2

EX-99.57d463255dex995.htmEX-99.5

EX-99.5

Exhibit 99.5

FORM OF NOMINEE HOLDER CERTIFICATION FORM

The undersigned, a bank, broker, trustee, depositary or other nominee of non-transferable subscriptionrights (the Rights) to purchase shares of common stock, par value $0.001 per share (the Common Stock), of BIOLASE, Inc. (the Company) pursuant to the rights offering (the RightsOffering) described and provided for in the Companys Prospectus dated [], 2017 (the Prospectus), hereby certifies to the Company and to Computershare Inc., as subscription agent for the Rights Offering (theSubscription Agent), that (1)the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), on the terms and subject to the conditions set forth in the Prospectus, the numberof Rights specified below to purchase the number of shares of Common Stock specified below pursuant to the Basic Subscription Right (as defined in the Prospectus) and, on behalf of beneficial owners of Rights who have subscribed for the purchase ofadditional shares of Common Stock pursuant to the Over-Subscription Privilege (as defined in the Prospectus), the number of shares specified below pursuant to the Over-Subscription Privilege, listing separately below each such exercised BasicSubscription Right and the corresponding Over-Subscription Privilege (without identifying any such beneficial owner by name) and (2)to the extent a beneficial owner has elected to subscribe for shares pursuant to the Over-SubscriptionPrivilege, each such beneficial owners Basic Subscription Right has been timely exercised in full.

Number of Rights Held

NumberofRights
ExercisedNumberofShares
Subscribed for
PursuanttoBasic
SubscriptionRightNumber of Shares
Subscribed for
Pursuant to Over-
SubscriptionPrivilege

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

[Certification continues on the following page]

Provide the following information, if applicable:

Name of Nominee Holder

DTC Participant Number

By:

DTCSubscriptionConfirmationNumbers

Name:

Title:

PhoneNumber:

Fax Number:

Dated

EX-99.68d463255dex996.htmEX-99.6

EX-99.6

Exhibit 99.6

FORM OF BENEFICIAL HOLDER ELECTION FORM

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the distribution in a rightsoffering (the Rights Offering) by BIOLASE, Inc. (the Company) to the holders of record of its common stock, par value $0.001 (the Common Stock), as of 5:00 p.m., Eastern Time, on [],2017, at no charge, of non-transferable subscription rights (the Rights) to subscribe for and purchase shares of Common Stock at a subscription price of $[] per share (theSubscription Price). Each Right gives the holder thereof the right to purchase from the Company [] shares of Common Stock (the Basic Subscription Right) at the Subscription Price of $[] per shareas described in the Companys Prospectus, dated [], 2017 (the Prospectus). In addition, holders of Rights who purchase all of the shares of Common Stock available to them pursuant to their Basic Subscription Right mayalso choose to subscribe (the Over-Subscription Privilege), at the same Subscription Price of $[] per share, for a portion of any shares of Common Stock that other holders of Rights do not purchase through the exercise oftheir Basic Subscription Rights (the Over-Subscription Shares). The Company will not issue fractional shares or cash in lieu of fractional shares in the Rights Offering. Instead, fractional shares resulting from the exercise ofBasic Subscription Rights or the Over-Subscription Privilege will be eliminated by rounding down to the nearest whole share.

Withrespect to any instructions to exercise (or not to exercise) Rights, the undersigned acknowledges that this form must be completed and returned such that it will actually be received by you by 5:00 p.m., Eastern Time, on [],2017, the [] business day prior to [], 2017, the scheduled expiration date of the Rights Offering.

This will instruct you, as nominee, whether to exercise Rights held by you to purchase shares of Common Stock for the account of theundersigned pursuant to the terms of the Rights Offering and subject to the conditions set forth in the Prospectus, and the related Instructions for Use of Subscription Rights Certificate.

Box 1. [ ] Please DO NOT EXERCISE RIGHTS for shares of Common Stock.

Box 2. [ ] Please EXERCISE RIGHTS for shares of Common Stock as set forth below.

Basic Subscription Rights

The undersigned elect(s) to exercise:x[]

=

(NumberofRights)

(SubscriptionRatio)

(Number of Shares,
Rounded Down to
NearestWholeShare)

Therefore, I apply for:x$[]

=

(NumberofShares)

(Subscription Price)

(Payment Enclosed)

Over-Subscription Privilege

If you fully exercise your Basic Subscription Rights, you may subscribe for a portion of any Over-Subscription Shares.

Therefore, I apply for:x$[]

=

(NumberofOver-Subscription

Shares)

(SubscriptionPrice)

(PaymentEnclosed)

Total Payment Required

x$[]

=

(Payment Enclosed for

Basic Subscription Rights)

(Payment Enclosed for Over-
SubscriptionPrivilege)

(Total Payment

Enclosed)

Box 3. [ ] Payment in the following amount is enclosed $ .

Box 4. [ ] Please deduct payment from the following account maintained by you as follows:

Type of Account:

Account No.:

Amount to be Deducted:

The total of the amounts reflected in Box 3 and 4 must equal the Total Payment Enclosed specified under Box 2above.

I (we) on my (our) behalf, or on behalf of any person(s) on whose behalf, or under whose direction, I am (we are) signing this form:

[]represent and warrant that I am a (we are) resident(s) of the United States of America or, if I am (we are) not, I (we) have provided evidence satisfactory to BIOLASE, Inc. that the exercise of my (our) Rights does notviolate the laws of my (our) jurisdiction;

[]irrevocably elect to purchase the number of shares of Common Stock indicated above on the terms and subject to the conditions set forth in the Prospectus;

[]agree that if I (we) fail to pay for the shares I (we) have elected to purchase, you may exercise any remedies available under law.

Name(s):

Signature(s):

Address(es):

Telephone Numbers(s):

Date:

If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or otherwise acting in a fiduciary or representative capacity, your signature must be Medallion Signature Guaranteed. Please also provide the followinginformation:

Name:

Capacity:

Address(includingZipCode):

EX-99.79d463255dex997.htmEX-99.7

EX-99.7

Exhibit 99.7

FORM OF NOTICE OF GUARANTEED DELIVERY

FOR SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY

BIOLASE, INC.

This form must be used toexercise the non-transferable subscription rights (the Rights) to subscribe for and purchase shares of common stock, par value $0.001 per share (the Common Stock), ofBIOLASE, Inc. (the Company), pursuant to the rights offering (the Rights Offering) described and provided for in the Companys prospectus dated [], 2017 (a copy of which accompanies this form) (theProspectus), if a holder of Rights cannot deliver the subscription rights certificate(s) evidencing the Rights (the Rights Certificate(s)), to Computershare Inc., the subscription agent for the Rights Offering(the Subscription Agent), prior to 5:00 p.m., Eastern Time, on [], 2017, unless extended by the Company (the Expiration Date). This form must be delivered by facsimile transmission, registered certifiedor express mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent prior to 5:00 p.m., Eastern Time, on the Expiration Date.

Payment of the subscription price of $[] per share (the Subscription Price) for each share of Common Stocksubscribed for upon exercise of such Rights must be received by the Subscription Agent in the manner specified in the Prospectus prior to 5:00 p.m., Eastern Time, on the Expiration Date, even if the Rights Certificate(s) evidencing such Rights isbeing delivered pursuant to the Guaranteed Delivery Procedures hereof. See The Rights Offering Method of Exercising Subscription Rights in the Prospectus.

All deliveries must be addressed to the Subscription Agent, as follows:

ByRegisteredCertifiedorExpressMailBy Overnight Courier

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, RI02940

ComputershareTrustCompany,N.A.

c/o Voluntary Corporate Actions

250Royall Street Suite V

Canton, MA 02021

ByFacsimileTransmission(forEligible

Institutions Only)

By Wire Transfer

(617) 360-6810[]

Delivery of this instrument to an address other than as set forth above

does not constitute valid delivery.

You may obtain additional information regarding the Rights Offering by contacting the Companys information agent, Georgeson LLC, tollfree at (800) 561-3991, or by mail at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104.

Ladies and Gentlemen:

The undersigned represents that the undersigned is the holder of Rights Certificate(s) representing Right(s) and that the Rights Certificate(s) cannot be delivered to theSubscription Agent prior to 5:00 p.m., Eastern Time, on the Expiration Date. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is acknowledged by execution of this form, the undersigned elects to exercise(i)the Basic Subscription Right to subscribe for shares of Common Stock and(ii)the Over-Subscription Privilege, if applicable, to subscribe for shares of Common Stock, subject to adjustment for fractional shares (which will be eliminated by rounding down tothe nearest whole share), availability, and any other limitations and conditions described in the Prospectus.

The undersigned understandsthat payment of the Subscription Price of $[] for each share of Common Stock subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Privilege must be received by the Subscription Agent prior to 5:00 p.m., EasternTime, on th