November 9, 2017 Mr. 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.
Exhibit 99.2
November 9, 0000
Xx. Xxxxx X. Xxxxxxxx
Xxxxxx Partners, L.P.
Oracle Institutional Partners, L.P.
Oracle Ten Fund Master, L.P.
Oracle Associates, LLC
Oracle Investment Management, Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
| Re: | Amendment to Standstill Agreement |
Ladies and Gentlemen:
Reference is made to that certain Standstill Agreement, dated November 10, 2015 (the “Standstill Agreement”), among Biolase, Inc. (“Biolase”), Xx. Xxxxx X. Xxxxxxxx, Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund Master, L.P., Oracle Associates, LLC and Oracle Investment Management, Inc., as amended by the Amendment to Standstill Agreement, dated August 1, 2016.
In consideration for Oracle Partners L.P., Oracle Institutional Partners L.P. and Oracle Ten Fund Master, LP agreeing to exercise their respective basic subscription rights and any available over-subscription privilege pursuant to Biolase’s rights offering (the “Rights Offering”) on the terms and conditions set forth in the Commitment Letter, dated September 26, 2017 (the “Commitment Letter”), and pursuant to that certain registration statement on Form S-1 filed on September 29, 2017, as amended, Biolase hereby agrees, subject to the closing of the Rights Offering, to amend the Standstill Agreement such that the reference to “30%” therein is changed to “41%,” effective immediately prior to the closing of the Rights Offering. Except as described in the immediately preceding sentence, the Standstill Agreement shall remain in full force and effect.
This letter 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, | ||
| BIOLASE, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx, Xx. | |
| Name: | Xxxxxx X. Xxxxx, Xx. | |
| Title: | President and Chief Executive Officer | |
The foregoing is hereby accepted:
| /s/ Xxxxx X. Xxxxxxxx |
||||||||||
| XXXXX X. XXXXXXXX | ||||||||||
| ORACLE PARTNERS, L.P. | ||||||||||
| By: ORACLE ASSOCIATES, LLC, its general partner | ||||||||||
| By: | /s/ Xxxxx X. Xxxxxxxx |
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| Xxxxx X. Xxxxxxxx, Managing Member | ||||||||||
| ORACLE INSTITUTIONAL PARTNERS, L.P. | ||||||||||
| By: ORACLE ASSOCIATES, LLC, its general partner | ||||||||||
| By: | /s/ Xxxxx X. Xxxxxxxx |
|||||||||
| Xxxxx X. Xxxxxxxx, Managing Member | ||||||||||
| ORACLE TEN FUND MASTER, L.P. | ||||||||||
| By: ORACLE ASSOCIATES, LLC, its general partner | ||||||||||
| By: | /s/ Xxxxx X. Xxxxxxxx |
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| Xxxxx X. Xxxxxxxx, Managing Member | ||||||||||
| ORACLE ASSOCIATES, LLC | ||||||||||
| By: | /s/ Xxxxx X. Xxxxxxxx |
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| Xxxxx X. Xxxxxxxx, Managing Member | ||||||||||
| ORACLE INVESTMENT MANAGEMENT, INC. | ||||||||||
| By: | /s/ Xxxxx X. Xxxxxxxx |
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| Xxxxx X. Xxxxxxxx, Managing Member | ||||||||||
[Amendment to Standstill Agreement]
