the reverse stock split would result in a ~~per share~~per-share price that would increase our ability to attract and retain employees and other service providers; or

the reverse stock split would promote greater liquidity for our stockholders with respect to their shares.

In addition, the reverse stock split would reduce the number of outstanding shares of our common stock without reducing the number of shares of available but unissued common stock, increasing the number of authorized but unissued shares of common stock. Therefore, the number of shares of our common stock that are authorized and unissued will increase relative to the number of issued and outstanding shares of our common stock following the reverse stock split. The Board may authorize the issuance of the remaining authorized and unissued shares without further stockholder action for a variety of purposes, except as such stockholder approval may be required in particular cases by our certificate of incorporation, applicable law or the rules of any stock exchange on which our securities may then be listed. The issuance of additional shares would be dilutive to our existing stockholders and may cause a decline in the trading price of our common stock. The issuance of authorized but unissued shares of common stock could be used to deter a potential takeover of us that may otherwise be beneficial to stockholders by diluting the shares held by a potential suitor or issuing shares to a stockholder that will vote in accordance with the Board’s desires. A takeover may be beneficial to independent stockholders because, among other reasons, a potential suitor may offer such stockholders a premium for their shares of stock compared to the then-existing market price. We do not have any plans or proposals to adopt provisions or enter into agreements that may have material anti-takeover consequences.

The market price of our common stock ~~would also be~~is based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If the reverse stock split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a reverse stock split.

Principal Effects of the Reverse Stock Split on the Market for Our Common Stock

On ~~August 8, 2017,~~May 31, 2023, the closing ~~bid~~ price for our common stock on the ~~NASDAQ~~Nasdaq Capital Market was ~~$0.59~~$0.0815 per share. ~~On March 21, 2018, the closing bid price for our common stock was $0.43.~~ By decreasing the number of shares of our common stock outstanding without altering the aggregate economic interest represented by the shares, we believe the market price would be increased. The greater the market price rises above $1.00 per share, the less risk there would be that we would fail to meet the requirements for maintaining the listing of our common stock on the ~~NASDAQ~~Nasdaq Capital Market. However, there can be no assurance that the market price of the common stock would rise to or maintain any particular level or that we would at all times be able to meet the requirements for maintaining the listing of our common stock on the ~~NASDAQ~~Nasdaq Capital Market.

Principal Effects of the Reverse Stock Split on Our Common ~~Stock;~~Stock and Series H Preferred Shares; No Fractional Shares

If our stockholders approve ~~granting our Board~~ the ~~authority to amend our Certificate of Incorporation to effect a reverse stock split and reduce the number of authorized shares of our common stock,~~Amendment Proposal, and if our Board decides to effectuate ~~such~~a proposed amendment to effect a reverse stock split, the principal effect of the amendment would be (a) to reduce the number of authorized shares of our common stock in the same ratio as that of the reverse stock split, so that the number of authorized shares of our common stock would be reduced from 200,000,000 shares to between and including approximately 13,333,333 and 40,000,000 and (b) to reduce the number of issued and outstanding shares of our common stock including those held by the Company in ~~accordance with the ratio approved by our stockholders and determined by our Board within~~treasury stock,

depending on the Split Ratio Range set forth in such amendment, from ~~approximately 102,350,238~~[ ] shares as of the record date to between [ ] shares and including approximately 6,823,349 and 20,470,047 shares, depending on which ratio within the Split Ratio Range is effectuated by our Board and based upon the number of shares outstanding at the time such reverse stock split is effectuated.[ ] shares. If the reverse stock split is effectuated, the total number of shares of our common stock each stockholder holds would be reclassified automatically into the number of shares of our common stock equal to the number of shares of our common stock each stockholder held immediately ~~before~~prior to the reverse stock split divided by the ratio approved by the Board within the Split Ratio Range ~~approved~~and set forth in the applicable amendment. In addition, if our stockholders approve the Amendment Proposal, and if our Board decides to effectuate a proposed amendment to effect a reverse stock split, the principal effect of the amendment on our Series H Preferred Stock would be to adjust the conversion price to multiply it by a fraction of which the numerator shall be the number of shares of common stock (excluding any treasury shares) outstanding immediately before the reverse stock split is effected, and of which the denominator shall be the number of shares of common stock outstanding immediately after effecting the reverse stock split.

Effecting the reverse stock split will not change the total authorized number of shares of our common stock. However, the reduction in the issued and outstanding shares would provide more authorized shares available for future issuance. We have no specific plan, commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of common stock subsequent to this proposed increase in the number of authorized shares at this time, and we have not allocated any specific portion of the proposed increase in the authorized number of shares to any particular purpose. However, we have in the past conducted certain public and private offerings of our securities, and we will continue to require additional capital in the near future to fund our operations. As a result, it is foreseeable that we will seek to issue such additional shares of common stock in connection with any such capital raising activities, or any of the other activities described above. The Board does not intend to issue any common stock or securities convertible into common stock except on terms that the Board deems to be in the best interests of us and our stockholders.

All shares of Series I Preferred Stock that are not present in person or by proxy at the special meeting as of immediately prior to the opening of the polls at the special meeting will be automatically redeemed in the Initial Redemption. Any outstanding shares of Series I Preferred Stock that were not redeemed pursuant to the Initial Redemption will be redeemed in whole, but not in part, (i) if and when ordered by our ~~stockholders~~Board or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation effecting the reverse stock split. Please refer to the discussion in the General Information section under “How many votes are allocated to each share of common stock and ~~determined by~~each share of Series I Preferred Stock?” and “What vote is required to approve each matter to be considered at our ~~Board.~~special meeting?” for a description of the voting power of the Series I Preferred Stock.

The reverse stock split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interests, except to the extent that the reverse stock split results in such stockholder owning a fractional share. As soon as practicable after the amendment to our Certificate of Incorporation is filed, Computershare, ~~the Company’s~~our transfer agent, ~~would act as “exchange agent” and~~ would aggregate all fractional shares and arrange for them to be sold at the then-prevailing prices on the open market on behalf of those stockholders who would otherwise be entitled to receive a fractional share. We expect that the ~~exchange~~transfer agent would cause the sale to be conducted in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of our common stock. After completing the sale, ~~registered~~ stockholders would receive a cash payment from the ~~exchange~~transfer agent in an amount equal to their pro rata shares of the total net proceeds of these sales. The proceeds would be subject to certain taxes as discussed below. In addition, stockholders would not be entitled to receive interest for the period of time between the filing of the certificate of amendment to ~~our~~the Certificate of Incorporation and the date a stockholder receives payment for the cashed-out shares. The payment amount would be paid to the stockholder in the form of a check in accordance with the procedures outlined below.

After the reverse stock split, a stockholder would have no further interest in the Company with respect to such stockholder’s cashed-out fractional shares. A person otherwise entitled to a fractional interest would not have any voting, dividend or other rights except to receive payment as described above.

Principal Effects of the Reverse Stock Split on Outstanding Options and Warrants

As of the record date, we had outstanding (a) ~~stock~~ options to purchase an aggregate of ~~10,677,577~~[ ] shares of our common stock with exercise prices ranging from ~~$0.40~~$[ ] to ~~$5.07~~$[ ] per share and (b) warrants to purchase an aggregate of ~~6,126,269~~[ ] shares of our common stock with exercise prices ranging from ~~$1.80~~$[ ] to ~~$4.00~~$[ ] per share. Under the terms of the stock options and warrants, when the reverse stock split becomes effective, the number of shares of our common stock covered by each of them would be divided by the number of shares being combined into one share of our common stock in the reverse stock split and the exercise or conversion price per share would be increased to a dollar amount equal to the current exercise or conversion price, multiplied by the number of shares being combined into one share of our common stock in the reverse stock split. This results in the same aggregate price being required to be paid upon exercise as was required immediately preceding the reverse stock split. The number of shares reserved under our option plan would decrease ~~to between and including one-fifth and one-fifteenth of~~by the ~~number of shares currently included in such plan.~~ratio approved by the Board within the Split Ratio Range.

Principal Effects of the Reverse Stock Split on Legal Ability to Pay Dividends

Since 2015, our Board has not declared, nor does it have any plans to declare in the foreseeable future, any distributions of cash ~~dividends~~ or other property to holders of common stock, and we are not in arrears on any dividends. Therefore, we do not believe that the reverse stock split would have any effect with respect to future distributions, if any, to holders of our common stock.

Accounting Matters

The reverse stock split would not affect the par value of our common stock or preferred stock, which would remain unchanged at $0.001 per share. As a result, on the effective date of the reverse stock split, the stated capital on our balance sheet attributable to our common stock would be reduced by athe ratio approved by the Board within the Split Ratio Range. In other words, stated capital would be reduced ~~to between and including one-fifth and one-fifteenth of its present amount,~~by the ratio approved by the Board within the Split Ratio Range, and the additional paid-in capital account would be credited with the amount by which the stated capital is reduced. The ~~per share~~per-share net income or loss and net book value of our common stock would be increased because there would be fewer shares of our common stock outstanding.

~~Exchange of Stock Certificates for Book-Entry Shares~~

If the reverse stock split is authorized by our stockholders and our Board elects to implement the reverse split, stockholders would be notified as soon as practicable after the effective date that the reverse split has been effected. Holders of pre-reverse split shares would be asked to surrender to the exchange agent certificates representing pre-reverse split shares in exchange for post-reverse split shares of common stock in book-entry form in accordance with the procedures to be set forth in a letter of transmittal to be sent by the Company. Each certificate representing pre-reverse split shares would entitle the holder thereof to receive, only upon surrender of such certificate together with such letter of transmittal properly completed by the holder, post-reverse split shares and cash in lieu of fractional shares, if any, without interest. No new post-reverse split share certificates will be issued to stockholders.

If a stockholder is entitled to a payment in lieu of any fractional share interest, such payment would be made as described above under the heading “Principal Effect of the Reverse Stock Split on Our Common Shares; No Fractional Shares.”

~~STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATES UNTIL REQUESTED TO DO SO.~~

Beneficial Holders of Our Common Stock (Stockholders Who Hold in “Street Name”)

Upon the reverse stock split, we intend to treat shares held by stockholders in “street name,” through a ~~bank,~~ broker, ~~or other nominee,~~ in the same manner as registered stockholders whose shares are registered in their names. ~~Banks, brokers or other nominees~~Brokers would be instructed to effect the reverse stock split for their beneficial holders holding our common stock in “street name.” However, ~~these banks,~~ brokers ~~or other nominees~~ may have different procedures than registered stockholders for processing the reverse stock split and making payment for fractional shares. Stockholders holding shares of our common stock with a ~~bank,~~ broker ~~or other nominee~~ and having any questions in this regard should contact their ~~bank, broker or other nominee.~~broker.

Registered “Book-Entry” Holders of Our Common Stock ~~(Stockholders that are Registered on the Transfer Agent’s Books and Records But Do Not Hold Stock Certificates)~~

Certain of our registered holders of our common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of our common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

If a stockholder holds registered shares in book-entry form with the transfer agent, no action needs to be taken to receive post-reverse stock split shares or cash payment in lieu of any fractional share interest, if applicable. If such a stockholder is entitled to post-reverse stock split shares, a transaction statement would automatically be sent to such stockholder’s address of record indicating the number of shares of our common stock held following the reverse stock split.

If such a stockholder is entitled to a payment in lieu of any fractional share interest, a check would be mailed to the stockholder’s registered address as soon as practicable after the effective time of the reverse stock split. By signing and cashing the check, stockholders would warrant that they owned the shares of our common stock for which they received a cash payment. The cash payment is subject to applicable federal and state income tax and state abandoned property laws. No stockholders would be entitled to receive interest for the period of time between the effective time of the reverse stock split and the date payment is received.

No Dissenters’ Rights

Under the Delaware General Corporation Law, stockholders are not entitled to dissenters’ rights with respect to the reverse stock split.

Material Federal Income Tax Consequences of the Reverse Stock Split

The following summary describes certain material U.S. federal income tax consequences of the reverse stock split to holders of our common stock.

For purposes of this summary a “non-U.S. holder” is any beneficial owner of our common stock that is not a “U.S. holder.” A “U.S. holder” is any of the following:

an individual who is or is treated as a citizen or resident of the United States;

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust (i) if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States Persons” have the authority to control all substantial decisions of such trust or (ii) that has a valid election in effect to be treated as “United States Persons” for U.S. federal income tax purposes.

This summary does not address all of the tax consequences that may be relevant to any particular stockholder, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by stockholders. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not hold our common stock as “capital assets” (generally, property held for investment).

This summary is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the reverse stock split.

EACH STOCKHOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.

Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the reverse stock split.

U.S. Holders

The reverse stock split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, except as described below with respect to cash in lieu of fractional shares, no gain or loss will be

recognized upon the reverse stock split. In addition, the aggregate tax basis in the common stock received pursuant to the reverse stock split should equal the aggregate tax basis in the common stock surrendered (excluding the portion of the tax basis that is allocable to any fractional share), and the holding period for the common stock received should include the holding period for the common stock surrendered.

A U.S. holder that receives cash in lieu of a fractional share of common stock in the reverse stock split generally will be treated as having received such fractional share and then as having received such cash in redemption of such fractional share interest. A U.S. holder generally will recognize gain or loss measured by the difference between the amount of cash received and the portion of the basis of the pre-reverse stock split common stock allocable to such fractional interest. Such gain or loss generally will constitute capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period in our common stock surrendered in the reverse stock split was greater than one year as of the date of the exchange.

U.S. Information Reporting and Backup Withholding

Information returns generally will be required to be filed with the Internal Revenue Service (“IRS”) with respect to the receipt of cash in lieu of a fractional share of our common stock pursuant to the reverse stock split in the case of certain U.S. holders. In addition, U.S. holders may be subject to a backup withholding tax at the rate specified in the Code on the payment of such cash if they do not provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the U.S. holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Non-U.S. Holders

Generally, non-U.S. holders will not recognize any gain or loss upon completion of the reverse stock split. In particular, gain or loss will not be recognized with respect to cash received in lieu of a fractional share provided that (a) such gain or loss is not effectively connected with the conduct of a trade or business in the United States (or, if certain income tax treaties apply, is not attributable to a non-U.S. holder’s permanent establishment or fixed base in the United States), (b) with respect to non-U.S. holders who are individuals, such non-U.S. holders are present in the United States for less than 183 days in the taxable year of the reverse stock split and other conditions are met, and (c) such non-U.S. holders comply with certain certification requirements.

U.S. Information Reporting and Backup Withholding Tax

In general, backup withholding and information reporting will not apply to payments of cash in lieu of a fractional share of our common stock to a non-U.S. holder pursuant to the reverse stock split if the non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder and the applicable withholding agent does not have actual knowledge to the contrary. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that certain required information is timely furnished to the IRS. In certain circumstances the amount of cash paid to a non-U.S. holder in lieu of a fractional share of our common stock, the name and address of the beneficial owner and the amount, if any, of tax withheld may be reported to the IRS.

Recommendation of our Board

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ~~APPROVAL~~ADOPTION OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK ~~AND REDUCE~~(WITHOUT REDUCING THE AUTHORIZED NUMBER OF SHARES OF OUR COMMON ~~STOCK,~~STOCK), IF AND WHEN DETERMINED BY OUR BOARD.

~~AUDIT COMMITTEE REPORT~~PROPOSAL TWO

~~The Audit Committee oversees~~APPROVAL OF THE ADJOURNMENT PROPOSAL

Background of and Rationale for the Adjournment Proposal

Our Board believes that if the number of shares of our ~~independent registered public accounting firm~~common stock outstanding and ~~assists~~Series I Preferred Stock entitled to vote at the special meeting is insufficient to approve the Amendment Proposal, it is in the best interests of the stockholders to enable our Board ~~in fulfilling its oversight responsibilities on matters relating~~ to continue to seek to obtain a sufficient number of additional votes to approve the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed our financial statements as of and for the fiscal year ended December 31, 2017 with management and BDO USA, LLP, our independent registered public accounting firm. The Audit Committee also discussed with BDO USA, LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. This included a discussion of the independent registered public accounting firm’s judgments as to the quality, not just the acceptability, of our accounting principles and such other matters that generally accepted auditing standards require to be discussed with the Audit Committee. The Audit Committee also received the written disclosures and the letter from BDO USA, LLP required by the applicable requirements of the Public Company Accounting Oversight Board and the Audit Committee discussed the independence of BDO USA, LLP with that firm.

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to our Board, and our Board approved, that the audited financial statements be included in our Annual Report on~~Form 10-K~~ for the fiscal year ended December 31, 2017 for filing with the SEC. The Audit Committee also appointed BDO USA, LLP as our independent registered public accounting firm for fiscal year ending December 31, 2018.

~~Submitted by the Audit Committee of our Board:~~

~~James R. Talevich, Chairman~~

~~Jonathan T. Lord, M.D.~~

~~Richard B. Lanman, M.D.~~

~~Date: [●], 2018~~

~~PROPOSAL SIX~~

~~RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING~~

~~DECEMBER 31, 2018~~

The Audit Committee has appointed BDO USA, LLP as our independent registered public accounting firm for 2018. Our Board and the Audit Committee are asking our stockholders to ratify the appointment by the Audit Committee of BDO USA, LLP as the independent public accounting firm to conduct the audit of our financial statements for the fiscal year ending December 31, 2018. Stockholder ratification of such selection is not required by our bylaws or any other applicable legal requirement. However, our Board is submitting the selection of BDO USA, LLP to our stockholders for ratification as a matter of good corporate governance.Amendment Proposal.

In the ~~event our~~Adjournment Proposal, we are asking stockholders ~~fail~~ to ~~ratify~~authorize the selection, the Audit Committee will reconsider whether or not to continue to retain BDO USA, LLP for the fiscal year ending December 31, 2018. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointmentholder of ~~a different independent registered public accounting firm at~~ any ~~time during the year if the Audit Committee believes that such a change should be made.~~

A representative of BDO USA, LLP is expected to be present at our annual meeting, will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.

~~Principal Accountant Fees and Services~~

~~The following table presents fees billed and billable to us for professional services rendered by BDO USA, LLP for the fiscal years ended December 31, 2017 and 2016.~~

   Fiscal Year Ended
December 31, 2017    Fiscal Year Ended
December 31, 2016
Audit Fees(1)
   $ 291,246    $ 244,650
Audit-Related Fees
   —      —
Tax Fees
   —      —
All Other Fees
   —      —




Total
   $ 291,246    $ 244,650

~~(1)~~

~~Audit fees for 2017 and 2016 include fees paid for services performed in connection with our registration statements and prospectus supplement filings with the SEC.~~

~~Determination of Independence~~

In considering the nature of the services provided by our independent registered public accounting firm, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

~~Pre-Approval Policy~~

~~According to policies adopted by the Audit Committee and ratified~~proxy solicited by our Board to ~~ensure compliance with~~vote in favor of adjourning or postponing the ~~SEC’s rules regarding auditor independence, all audit~~special meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn or postpone the special meeting, and ~~non-audit services~~any adjourned session of the special meeting, to ~~be provided~~use the additional time to solicit additional proxies in favor of the Amendment Proposal.

Additionally, approval of the Adjournment Proposal could mean that, in the event we receive proxies indicating that a majority in voting power of the outstanding shares of our common stock and Series I Preferred Stock entitled to vote on the Amendment Proposal vote against the Amendment Proposal, we could adjourn or postpone the special meeting without a vote on the Amendment Proposal and use the additional time to solicit the holders of those shares to change their vote in favor of the Amendment Proposal.

Vote Required

The affirmative “FOR” vote of a majority in voting power of the shares of our common stock and Series I Preferred Stock present in person or represented by ~~our independent~~

~~registered public accounting firm must be approved by~~proxy at the ~~Audit Committee. This policy generally provides that we~~special meeting and entitled to vote on the Adjournment Proposal is required to approve such proposal. An abstention will have the same practical effect as a vote against this proposal. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not ~~engage~~be any ~~independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee.~~

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval will be detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount. In providing any pre-approval, the Audit Committee considers whether the services to be approved are consistent with the SEC’s rulesbroker non-votes on ~~auditor independence.~~

~~All fees paid to BDO USA, LLP in 2017 and 2016 were pursuant to engagements pre-approved by the Audit Committee, and none of those engagements made use of the exception to pre-approval contained inRegulation S-X,~~ ~~Rule 2-01(c)(7)(i)(C).~~Proposal Two.

Recommendation of ~~Our~~our Board ~~and Audit Committee~~

OUR BOARD ~~AND OUR AUDIT COMMITTEE~~ UNANIMOUSLY ~~RECOMMEND THAT OUR STOCKHOLDERS~~RECOMMENDS A VOTE “FOR” ~~THE RATIFICATION~~APPROVAL OF THE ~~APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.~~ADJOURNMENT PROPOSAL

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

~~The following table sets forth certain information relating to the beneficial ownership~~As of ~~our common stock by each~~May 25, 2023, there was no person, entity or group known to the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of our common stock or Series I Preferred Stock based on a review of publicly available statements of beneficial ownership filed with the SEC and Company records. ~~Percentage ownership is based on 102,344,682 shares of our common stock being issued and outstanding as of March 15, 2018.~~

Name and Address
   Amount and Nature of
Beneficial Ownership    Percentage
of Class
Larry N. Feinberg(1)
   33,517,597    31.9 %
200 Greenwich Avenue
Greenwich, Connecticut 06830

Jack W. Schuler(2)
   34,692,178    33.0 %
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045

~~(1)~~

~~Based on the information provided in Amendment No. 18 to Schedule 13D, filed with the SEC on December 6, 2017 by Larry N. Feinberg, Oracle Partners, L.P. (“~~~~Oracle Partners~~~~”), Oracle Institutional Partners, L.P. (“~~~~Institutional Partners~~~~”), Oracle Ten Fund Master, L.P. (“~~~~Ten Fund~~~~”), Oracle Investment Management, Inc. Employees’ Retirement Plan (“~~~~Oracle Plan~~~~”), The Feinberg Family Foundation (“~~~~Feinberg Foundation~~~~”), Oracle Associates, LLC (“~~~~Oracle Associates~~~~”), and Oracle Investment Management, Inc. (“~~~~Oracle Investment~~~~”) (Mr. Feinberg, together with Oracle Partners, Institutional Partners, Ten Fund, Oracle Plan, Feinberg Foundation, Oracle Associates and Oracle Investment, the “~~~~Oracle Reporting Persons~~”). The Oracle Reporting Persons reported that Mr. Feinberg beneficially owns and has shared dispositive power with respect to 33,517,597 shares of our common stock, Oracle Partners beneficially owns and has shared voting and dispositive power with respect to 22,970,647 shares of our common stock, Institutional Partners beneficially owns and has shared voting and dispositive power with respect to 3,646,540 shares of our common stock, Ten Fund beneficially owns and has shared voting and dispositive power with respect to 6,608,985 shares of our common stock, Oracle Plan beneficially owns and has shared voting and dispositive power with respect to 239,425 shares of our common stock, Feinberg Foundation beneficially owns and has shared voting and dispositive power with respect to 52,000 shares of our common stock, Oracle Associates beneficially owns and has shared voting and dispositive power with respect to 33,226,172 shares of our common stock and Oracle Investment beneficially owns and has shared voting and dispositive power with respect to 33,465,597 shares of our common stock.

Such beneficial ownership includes warrants held by each of Mr. Feinberg, Oracle Associates and Oracle Investment, which are exercisable for 2,651,332 shares of our common stock each, (ii) in the case of Oracle Partners, for 2,045,412 shares of our common stock, (iii) in the case of Institutional Partners, for 317,834 shares of our common stock, and (iv) in the case of Ten Fund, for 288,086 shares of our common stock, totaling 10,605,328 shares issuable upon exercise of warrants held by the Oracle Reporting Persons.

~~Each of Mr. Feinberg, Oracle Partners, Institutional Partners, Ten Fund, Oracle Associates and Oracle Investment (the “~~~~Oracle Standstill Parties~~”) is a party to that certain Standstill Agreement, dated as of November 10, 2015 and amended as of August 1, 2016 and November 9, 2017, with the Company, pursuant to which the Oracle Reporting Persons agreed, among other things, that neither they, nor any of their affiliates or associates would purchase or acquire any additional shares of our common stock, if, after such purchase or acquisition, the aggregate beneficial ownership of the Oracle Reporting Persons and their affiliates and associates would exceed 41% of the issued and outstanding shares of our common stock.

In accordance with SEC rules, the percentage indicated in the table above is based on 102,344,682 shares of our common stock outstanding as of March 15, 2018, together with the addition of 2,651,332 shares issuable upon exercise of the warrants held by the Oracle Reporting Persons.

~~(2)~~

~~Based on the information provided in Amendment No. 14 to Schedule 13D, filed with the SEC on December 7, 2017 by Jack W. Schuler with respect to himself, the Jack W. Schuler Living Trust (the “~~~~Schuler Trust~~~~”), Renate Schuler, and the Schuler Family Foundation (the “~~~~Schuler Foundation~~~~,” and together with Mr. Schuler, Ms. Schuler and the Schuler Trust, the “~~~~Schuler Reporting Persons~~”). The Schuler Reporting Persons reported that Mr. Schuler beneficially owns and has shared voting and dispositive power with respect to 34,692,178 shares of our common stock, the Schuler Trust beneficially owns and has shared voting and dispositive power with respect to 11,089,552 shares of our common stock, Ms. Schuler beneficially owns and has shared voting and dispositive power with respect to 23,602,626 shares of our common stock and the Schuler Foundation beneficially owns and has shared voting and dispositive power with respect to 23,502,626 shares of our common stock. Such beneficial ownership excludes warrants held by the Schuler Foundation to purchase 3,824,252 shares of our common stock that are exercisable but the terms of the warrants prohibit the holder of such warrants from exercising the warrants to the extent that the exercise would result in the holder and its affiliates beneficially owning more than 19.99% of the outstanding shares of our common stock. Such beneficial ownership includes warrants held by the Schuler Trust to purchase 850,796 shares of our common stock that became exercisable on February 8, 2017 and warrants held by the Schuler Foundation to purchase 1,800,535 shares of our common stock that became exercisable on October 18, 2017.

Each of the Schuler Reporting Persons is a party to that certain Standstill Agreement, dated as of November 10, 2015 and amended as of August 1, 2016 and November 9, 2017, with the Company, pursuant to which the Schuler Reporting Persons agreed, among other things, that neither they, nor any of their affiliates or associates would purchase or acquire any additional shares of our common stock, if, after such purchase or acquisition, the aggregate beneficial ownership of the Schuler Reporting Persons and their affiliates and associates would exceed 41% of the issued and outstanding shares of our common stock.

In accordance with SEC rules, the percentage indicated in the table above is based on 102,344,682 shares of our common stock outstanding as of March 15, 2018, together with the addition of 2,651,331 shares issuable upon exercise of the warrants held by the Schuler Reporting Persons.

The following table sets forth the beneficial ownership of shares of our common stock and Series I Preferred Stock as of ~~March 15, 2018~~May 25, 2023, following the distribution of the Series I Preferred Stock on that date, by (i) each current director and director nominee, (ii) each named executive officer and (iii) all current directors and executive officers as a group. ~~Except as indicated in the footnotes to this table, the~~The persons named in the table have sole voting and investment power with respect to all shares of our common stock and Series I Preferred Stock shown as beneficially owned by them, subject to community property laws, where applicable. Percentage ownership is based on ~~102,344,682~~27,734,142 shares of our common stock outstanding as of ~~March 15, 2018.~~May 24, 2023. Shares underlying stock options or warrants exercisable within 60 days of ~~March 15, 2018~~May 24, 2023 are deemed outstanding for the purpose of computing the percentage ownership of the

person or persons holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other persons.

Name
   Owned
Shares of
Common
Stock Number of Shares
Underlying Options
or Warrants
Exercisable or
RSUs Releasable
Within
60 Days of
March 15, 2018 Percentage of
Class
Harold C. Flynn, Jr.(1)(2)
   228,690 (4) 806,001 (6) 1.0 %
Richard B. Lanman, M.D.(1)
   —   145,201 *
Jonathan T. Lord, M.D.(1)
   467,145 (4) 680,727 (7) 1.1 %
James R. Talevich(1)
   64,906 (5) 490,765 *
John R. Beaver(2)
   —   41,666 *
Dmitri Boutoussov(2)
   36,159 361,053 *
David C. Dreyer(2)(3)
   123,000 —   *
Mark J. Nelson(2)(8)
   19,200 9,346 (9) *
All current directors and executive officers as a group (six persons)
   796,900 2,525,413 3.2 %


Name	Shares of Common Stock⁽¹⁾			Shares of Series I Preferred Stock⁽²⁾		Percentage of Voting Power on Amendment Proposal⁽³⁾
John R. Beaver		18,989	(4)		18.989		*
Jonathan T. Lord, M.D.		59,925	(5)		59.925		*
Kathleen T. O’Loughlin, D.D.S.		3,958	(6)		3.958		*
Jess Roper		18,287	(7)		18.287		*
Martha Somerman, D.D.S.		3,958	(6)		3.958		*
Carol Gomez Summerhays, D.D.S.		3,958	(6)		3.958		*
Kenneth P. Yale, D.D.S., J.D.		—			—		*
Jennifer Bright		9,068	(8)		9.068		*
Steven Sandor		11,936	(9)		11.936		*
All current directors and executive officers as a group (9 persons)		130,079			130.079		*

*	Represents less than 1%.

(1)	~~Director.~~ There were no shares of common stock underlying options or warrants exercisable or RSUs releasable within 60 days of May 24, 2023.

(2)

~~Named executive officer.~~

On June 5, 2023, our Board declared a dividend of one one-thousandth (1/1,000th) of a share of Series I Preferred Stock for each outstanding share of common stock to holders of record of common stock as of 5:00 p.m. Eastern Time on June 16, 2023. Shares of Series I Preferred Stock will not be distributed with respect to any options or warrants to purchase our common stock unless such options or warrants are exercised prior to such record date.

(3)

~~Resigned from~~

All shares of Series I Preferred Stock that are not present in person or by proxy at the ~~Company~~special meeting as of immediately prior to the opening of the polls at the special meeting will be automatically redeemed. Please refer to the discussion in ~~January 2017.~~the General Information section under “How many votes are allocated to each share of common stock and to each share of Series I Preferred Stock?” and “What vote is required to approve each matter to be considered at our special meeting?” for a description of the voting power of the Series I Preferred Stock.

(4)	Includes ~~54,609~~ vested ~~RSUs.~~options to purchase 6,666 shares of our common stock. Excludes 65,007 RSUs contributed into the Company’s deferred compensation plan

(5)	Includes ~~61,717~~ vested ~~RSUs.~~options to purchase 25,340 shares of our common stock.

(6)	Includes ~~warrants~~vested options to purchase ~~23,087~~3,958 shares of our common stock.

(7)	Includes ~~warrants~~vested options to purchase ~~78,095~~11,948 shares of our common stock. Excludes 7,409 RSUs contributed into the Company’s deferred compensation plan.

(8)	~~Resigned from the Company in May 2017.~~ Includes vested options to purchase 405 shares of our common stock.

(9)	~~Consists of warrants~~ Includes vested options to purchase ~~9,346~~768 shares of our common stock.

ADDITIONAL INFORMATION

~~Proxy Solicitation Costs~~

We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional solicitation materials we furnish to our stockholders. Copies of the Company’s solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. Upon request, we will reimburse such persons for their costs in forwarding such solicitation materials to such beneficial owners.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements, annual reports and notices of internet availability of proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the applicable document(s) addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Brokers with account holders who are stockholders of the Company may be “householding” our proxy materials. A single proxy statement or notice may be delivered to multiple stockholders sharing an address unless

contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, annual report or notice you may (1) notify your broker, or (2) direct your written request to: BIOLASE, Inc., ~~4 Cromwell, Irvine, California 92618,~~27042 Towne Centre Drive, Suite 270, Lake Forest, CA 92610, Attention: Corporate ~~Secretary.~~Secretary, or (3) call (833) 246-5273. Stockholders who currently receive multiple copies of our proxy statement and/or notice at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement, annual report and/or notice to a stockholder at a shared address to which a single copy of the document(s) was delivered.

Stockholder Proposals and Nominations

Pursuant to Rule 14a-8 under the Exchange Act, in order to be included in our proxy statement and form of proxy for the ~~2019~~2024 annual meeting of stockholders, stockholder proposals must be received at our principal executive offices, ~~4 Cromwell, Irvine, California 92618,~~27042 Towne Centre Drive, Suite 270, Foothill Ranch, CA 92610, Attention: Corporate Secretary, no later than ~~[•], 2018,~~November 18, 2023, and must comply with additional requirements established by the SEC. If we change the date of our next annual meeting of stockholders by more than 30 days from the date of the previous year’s annual meeting of stockholders, then the deadline is a reasonable time before we begin to print and send our proxy materials.

Pursuant to our bylaws, a stockholder proposal of business submitted outside of the process established in Rule 14a-8 and stockholder nominations of directors will be considered untimely if received before ~~January 9, 2019~~December 30, 2023 or after ~~February 8, 2019. However, if~~January 29, 2024. Such notice of proposed business or nomination must otherwise meet the ~~date~~requirements set forth in our bylaws. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of ~~our next annual meeting of stockholders is more~~director nominees other than ~~30 days before or more than 60 days after May 9, 2019,~~management’s nominees must provide notice that sets forth the ~~deadline is~~information required by Rule 14a-19 under the Exchange Act no later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.February 27, 2024 and otherwise comply with Rule 14a-19.

Annual Report

A copy of our Annual Report onForm 10-K for ~~for~~ the fiscal year ended December 31, ~~2017,~~2022, which includes the financial statements, ~~but excludes~~is available at www.biolase.com under “About Us” by clicking on the “Investor Relations” tab and selecting “SEC Filings.” Our Annual Report on Form 10-K for ~~exhibits,~~the fiscal year ended December 31, 2022 is ~~being mailed concurrently with this proxy statement to all stockholders entitled to notice of and to vote at our annual meeting.~~also available on the SEC’s website.

Other Matters

We know of no other matters that will be presented for consideration at our ~~annual~~special meeting. If any other matters properly come before our ~~annual~~special meeting upon which a vote properly may be taken, shares represented

by all proxies received by us on the proxy card will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

~~BY ORDER OF THE BOARD OF DIRECTORS~~

~~Jonathan T. Lord, M.D.~~

BY ORDER OF THE BOARD OF DIRECTORS

LOGO

Jonathan T. Lord, M.D.

Chairman of the Board

~~Date: [●], 2018~~

~~EXHIBIT A~~

~~BIOLASE, INC.~~

~~2018 LONG-TERM INCENTIVE PLAN~~

~~I. INTRODUCTION~~

~~1.1Purposes~~~~. The purposes of the BIOLASE, Inc. 2018 Long-Term Incentive Plan (this “Plan~~”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the~~long-term~~ ~~best interests of the Company and its stockholders.~~

~~1.2Certain Definitions~~.

“~~Agreement~~” ~~shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.~~

“~~Board~~” ~~shall mean the Board of Directors of the Company.~~

“~~Change in Control~~” ~~shall have the meaning set forth inSection 5.8(b)~~.

“~~Code~~” ~~shall mean the Internal Revenue Code of 1986, as amended.~~

“~~Committee~~” shall mean the Compensation Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board, in each case, consisting of two or more members of the Board, each of whom is intended to be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the rules of the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, within the meaning of the rules of the principal stock exchange on which the Common Stock is then traded.

“~~Common Stock~~” ~~shall mean the common stock, par value $0.001 per share, of the Company, and all rights appurtenant thereto.~~

“~~Company~~” ~~shall mean BIOLASE, Inc., a corporation organized under the laws of the State of Delaware, or any successor thereto.~~

“~~Exchange Act~~” ~~shall mean the Securities Exchange Act of 1934, as amended.~~

“~~Fair Market Value~~” shall mean the closing selling price of a share of Common Stock as reported on the NASDAQ Capital Market on the date as of which such value is being determined or, if the Common Stock is not listed on the NASDAQ Capital Market, the closing selling price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported;~~provided~~,~~however~~, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with Section 409A of the Code.

“~~Free-Standing SAR~~” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.

“~~Incentive Stock Option~~” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.

“~~Non-Employee Director~~”~~shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.~~

“~~Nonqualified Stock Option~~” ~~shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.~~

“~~Other Stock Award~~” ~~shall mean an award granted pursuant toSection 3.4~~ ~~of the Plan.~~

“~~Performance Award~~” ~~shall mean a right to receive an amount of cash, Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period.~~

“~~Performance Measures~~” shall mean the criteria and objectives, established by the Committee (whether or not listed herein), which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award, Other Stock Award or Performance Award, to the holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award. Such criteria and objectives may consist of, but shall not be limited to, one or more of the following objective or subjective corporate-wide or subsidiary, division, operating unit, line of business, project, geographic or individual measures: the attainment by a share of Common Stock of a specified Fair Market Value for a specified period of time; increase in stockholder value; earnings per share; return on or net assets; return on equity; return on investments; return on capital or invested capital; total stockholder return; earnings or income of the Company before or after taxes and/or interest; earnings before interest, taxes, depreciation and amortization (“~~EBITDA~~”); EBITDA margin; operating income; revenues; operating expenses, attainment of expense levels or cost reduction goals; market share; cash flow, cash flow per share, cash flow margin or free cash flow; interest expense; economic value created; gross profit or margin; operating profit or margin; net cash provided by operations; price-to-earnings growth; and strategic business criteria, consisting of one or more objectives based on meeting specified goals relating to market penetration, customer acquisition, business expansion, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits, supervision of litigation, supervision of information technology, quality and quality audit scores, efficiency, product development and acquisitions or divestitures, or any combination of the foregoing. Notwithstanding the foregoing, the Committee may establish any other objective or subjective performance goal, whether or not listed herein. Performance goals shall be subject to such other special rules and conditions as the Committee may establish at any time.

“~~Performance Period~~” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.

“~~Prior Plan~~” ~~shall mean the BIOLASE, Inc. 2002 Stock Incentive Plan and each other equity plan maintained by the Company under which awards are outstanding as of the effective date of this Plan.~~

“~~Restricted Stock~~” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.

“~~Restricted Stock Award~~” ~~shall mean an award of Restricted Stock under this Plan.~~

“~~Restricted Stock Unit~~” shall mean a right to receive one share of Common Stock or, in lieu thereof and to the extent set forth in the applicable Agreement, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“~~Restricted Stock Unit Award~~” ~~shall mean an award of Restricted Stock Units under this Plan.~~

“~~Restriction Period~~” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award or Other Stock Award shall remain in effect.

“~~SAR~~” ~~shall mean a stock appreciation right which may be aFree-Standing~~ ~~SAR or a Tandem SAR.~~

“~~Stock Award~~” ~~shall mean a Restricted Stock Award, Restricted Stock Unit Award or Other Stock Award.~~

“~~Subsidiary~~” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.

“~~Substitute Award~~” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock;~~provided~~,~~however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.~~

“~~Tandem SAR~~” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.

“~~Tax Date~~” ~~shall have the meaning set forth inSection 5.5~~.

“~~Ten Percent Holder~~” ~~shall have the meaning set forth inSection 2.1(a)~~.

~~1.3Administration~~. This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or~~Free-Standing~~ SARs; (iii) Stock Awards in the form of Restricted Stock, Restricted Stock Units or Other Stock Awards; and (iv) Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock subject to an award, the number of SARs, the number of Restricted Stock Units, the dollar value subject to a Performance Award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction

Period applicable to any outstanding awards shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding awards shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding awards shall be deemed to be satisfied at the target, maximum or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.

The Committee may delegate some or all of its power and authority hereunder to the Board (or any members thereof) or, subject to applicable law, to a subcommittee of the Board, a member of the Board, the President and Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate;~~provided~~,~~however~~, that the Committee may not delegate its power and authority to a member of the Board, the President and Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer, director or other person.

No member of the Board or Committee, and neither the President and Chief Executive Officer nor any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the President and Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or Bylaws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

~~1.4Eligibility~~. Participants in this Plan shall consist of such officers, other employees, Non-Employee Directors, consultants, independent contractors, agents, and persons expected to become officers, other employees, Non-Employee Directors, consultants, independent contractors and agents of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. Except as otherwise provided for in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee Director, consultant, independent contractor or agent. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered employed during an approved leave of absence. The aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be awarded or granted during any fiscal year of the Company to any Non-Employee Director shall not exceed $700,000.

~~1.5Shares Available~~~~. Subject to adjustment as provided inSection 5.7~~ and to all other limits set forth in this Plan, 10,602,736 shares of Common Stock shall initially be available for all awards under this Plan, other than Substitute Awards, reduced by the number of shares granted under the Prior Plan on or after March 1, 2018. All of the available shares of Common Stock under the Plan may be granted in connection with Incentive Stock Options. The number of shares of Common Stock that remain available for future grants under the Plan shall be reduced by the sum of the aggregate number of shares of Common Stock which become subject to outstanding options, outstanding Free-Standing SARs, outstanding Stock Awards and outstanding Performance Awards denominated in shares of Common Stock.

To the extent that shares of Common Stock subject to an outstanding option, SAR, Stock Award or Performance Award granted under the Plan or a Prior Plan, other than Substitute Awards, are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related Tandem SAR or shares subject to a Tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares of

Common Stock shall again be available under this Plan. In addition, shares of Common Stock subject to an award under this Plan or a Prior Plan shall again be available for issuance under this Plan if such shares are (x) shares that were subject to an option or stock-settled SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR or (y) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award. Notwithstanding the foregoing, shares repurchased by the Company on the open market with the proceeds of an option exercise shall not again be available for issuance under this Plan. At the time this Plan becomes effective, none of the shares of Common Stock available for future grant under the Prior Plans shall be available for grant under such Prior Plans or this Plan.

The number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common Stock subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject to applicable stock exchange requirements).

Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.

~~II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS~~

~~2.1Stock Options~~. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee. Each option, or portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options.

Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

~~(a)Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise of the option shall be determined by the Committee;provided~~,~~however~~, that the purchase price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option;~~provided further~~, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “~~Ten Percent Holder”), the purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.~~

Notwithstanding the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such shares.

~~(b)Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee;provided~~,~~however, that no option shall be exercised later than ten years after its date of grant;providedfurther~~, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.

~~(c)Method of Exercise~~. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the participant. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in~~Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).~~

~~2.2Stock Appreciation Rights~~. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.

~~SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:~~

~~(a)Number of SARs and Base Price~~. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee;~~provided~~,~~however~~, that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted).

Notwithstanding the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such shares.

~~(b)Exercise Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee;provided~~,~~however, that (i) no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option and (ii) no Free-Standing SAR shall be exercised later than~~

ten years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a~~Free-Standing~~ SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with~~Section 3.2(c)~~, or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to~~Section 3.2(d). Prior to the exercise of a stock-settled SAR, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR.~~

~~(c)Method of Exercise~~. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until any withholding taxes thereon, as described in~~Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).~~

~~2.3Termination of Employment or Service~~. All of the terms relating to the exercise, cancellation or other disposition of an option or SAR (i) upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

~~2.4No Repricing~~. The Committee shall not, without the approval of the stockholders of the Company, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case, other than in connection with a Change in Control or the adjustment provisions set forth in~~Section 5.7~~.

~~2.5No Dividend Equivalents~~.Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall not be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option or SAR.

~~III. STOCK AWARDS~~

~~3.1Stock Awards~~. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted Stock Unit Award or, in the case of an Other Stock Award, the type of award being granted.

~~3.2Terms of Restricted Stock Awards~~. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

~~(a)Number of Shares and Other Terms~~. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.

~~(b)Vesting and Forfeiture~~. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

~~(c)Stock Issuance~~. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to~~Section 5.6~~, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with~~Section 5.5~~, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award.

~~(d)Rights with Respect to Restricted Stock Awards~~. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock;~~provided~~,~~however~~, that a distribution or dividend with respect to shares of Common Stock, including a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made.

~~3.3Terms of Restricted Stock Unit Awards~~. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

~~(a)Number of Shares and Other Terms~~. The number of shares of Common Stock subject to a Restricted Stock Unit Award, including the number of shares that are earned upon the attainment of any specified Performance Measures, and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.

~~(b)Vesting and Forfeiture~~. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

~~(c)Settlement of Vested Restricted Stock Unit Awards~~. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the

number of shares of Common Stock subject to such award. Any dividend equivalents with respect to Restricted Stock Units shall be subject to the same restrictions as such Restricted Stock Units. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award.

~~3.4Other Stock Awards~~. Subject to the limitations set forth in the Plan, the Committee is authorized to grant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock, including without limitation shares of Common Stock granted as a bonus and not subject to any vesting conditions, dividend equivalents, deferred stock units, stock purchase rights and shares of Common Stock issued in lieu of obligations of the Company to pay cash under any compensatory plan or arrangement, subject to such terms as shall be determined by the Committee. The Committee shall determine the terms and conditions of such awards, which may include the right to elective deferral thereof, subject to such terms and conditions as the Committee may specify in its discretion;~~provided~~,~~however, any dividend equivalents with respect to an award granted under thisSection 3.4~~ ~~shall be subject to the same restrictions as the underlying award.~~

~~3.5Termination of Employment or Service~~. All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

~~IV. PERFORMANCE AWARDS~~

~~4.1Performance Awards~~~~. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee.~~

~~4.2Terms of Performance Awards~~.Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

~~(a)Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.~~

~~(b)Vesting and Forfeiture~~. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.

~~(c)Settlement of Vested Performance Awards~~. The Agreement relating to a Performance Award shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with~~Section 3.2(c)~~ ~~and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant toSection 3.2(d)~~. Any dividends or dividend equivalents with respect to a Performance Award shall be subject to the same restrictions as such Performance Award. Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company.

~~4.3Termination of Employment or Service~~. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

~~V. GENERAL~~

~~5.1Effective Date and Term of Plan~~. This Plan shall be submitted to the stockholders of the Company for approval at the Company’s 2018 annual meeting of stockholders and, if approved by the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at such annual meeting of stockholders, shall become effective as of the date on which the Plan was approved by stockholders. This Plan shall terminate as of the first annual meeting of the Company’s stockholders to occur on or after the tenth anniversary of its effective date, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination.

Awards hereunder may be made at any time prior to the termination of this Plan, provided that no Incentive Stock Option may be granted later than ten years after the date on which the Plan was approved by the Board. In the event that this Plan is not approved by the stockholders of the Company, this Plan and any awards hereunder shall be void and of no force or effect.

~~5.2Amendments~~~~. The Board may amend this Plan as it shall deem advisable;provided~~,~~however~~, that no amendment to the Plan shall be effective without the approval of the Company’s stockholders if (i) stockholder approval is required by applicable law, rule or regulation, including any rule of the NASDAQ Capital Market, or any other stock exchange on which the Common Stock is then traded, or (ii) such amendment seeks to modify~~Section 2.4hereof;providedfurther, that no amendment may materially impair the rights of a holder of an outstanding award without the consent of such holder.~~

~~5.3Agreement~~. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, executed or electronically accepted by the recipient of such award. Upon such execution or acceptance and delivery of the Agreement to the Company within the time period specified by the Company, such award shall be effective as of the effective date set forth in the Agreement.

~~5.4Non-Transferability.~~ No award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes, a charitable organization designated by the holder or pursuant to a domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.

~~5.5Tax Withholding~~. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value

~~determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date~~”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, in either case equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate (or, if permitted by the Company, such other rate as will not cause adverse accounting consequences under the accounting rules then in effect, and is permitted under applicable IRS withholding rules). Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder.

~~5.6Restrictions on Shares~~. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.

~~5.7Adjustment~~. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of securities available under this Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Stock Award (including the number and class of securities subject thereto), the terms of each outstanding Performance Award (including the number and class of securities subject thereto, if applicable) and the maximum number of securities with respect to which Incentive Stock Options may be granted, shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

~~5.8Change in Control~~.

~~(a) Subject to the terms of the applicable award Agreements, in the event of a “Change in Control,” the Board, as constituted prior to the Change in Control, may, in its discretion:~~

~~(1)~~

require that (i) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (ii) the Restriction Period applicable to some or all outstanding Stock Awards shall lapse in full or in part, either

immediately or upon a subsequent termination of employment, (iii) the Performance Period applicable to some or all outstanding awards shall lapse in full or in part, and (iv) the Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target, maximum or any other level;

~~(2)~~

require that shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance with~~Section 5.7; and/or~~

~~(3)~~

require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (i) a cash payment in an amount equal to (A) in the case of an option or an SAR, the aggregate number of shares of Common Stock then subject to the portion of such option or SAR surrendered, whether or not vested or exercisable, multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in Control, over the purchase price or base price per share of Common Stock subject to such option or SAR, (B) in the case of a Stock Award or a Performance Award denominated in shares of Common Stock, the number of shares of Common Stock then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to~~Section 5.8(a)(i)~~, whether or not vested, multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (C) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to~~Section 5.8(a)(i)~~; (ii) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (i) above; or (iii) a combination of the payment of cash pursuant to clause (i) above and the issuance of shares pursuant to clause (ii) above.

~~(b) For purposes of this Plan, a “Change in Control” shall mean a change in ownership or control of the Company effected through any of the following transactions:~~

~~(1)~~

a merger, consolidation or other reorganization approved by the Company’s stockholders, unless securities representing more than 50% of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction;

~~(2)~~

~~the sale, transfer or other disposition of all or substantially all of the Company’s assets; or~~

~~(3)~~

the acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders;

~~provided~~Date: June , that with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in clause (1), (2), (3) or (4) also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code.

~~5.9Deferrals~~.The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code.

~~5.10No Right of Participation, Employment or Service~~. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder.

~~5.11Rights as Stockholder~~. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.

~~5.12Designation of Beneficiary~~. To the extent permitted by the Company, a holder of an award may file with the Company a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person.

~~5.13Awards Subject to Clawback~~.The awards granted under this Plan and any cash payment or shares of Common Stock delivered pursuant to such an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable award Agreement or any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

~~5.14Governing Law~~.~~This Plan,~~ each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

~~5.15Foreign Employees~~. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals and/or reside outside of the United States on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.2023

EXHIBIT BA

FORM OF SIXTH AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

BIOLASE, INC.

BIOLASE, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

This Certificate of Amendment amends the provisions of the Corporation’s Restated Certificate of Incorporation, as amended and filed with the Secretary of State of the State of Delaware ~~on May 23, 1994, as amended on May 14, 2012, October 29, 2014, April 18, 2017 and June 30, 2017~~ (the “Restated Certificate of Incorporation”).

Article III of the Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:

THIRD. The total number of shares of stock which the Corporation shall have the authority to issue is ~~[[●] ([●)]~~¹ONE HUNDRED EIGHTY ONE MILLION (181,000,000) shares of which stock ~~[[●] ([●])]~~²ONE HUNDRED EIGHTY MILLION (180,000,000) shares of ~~$.001~~$0.001 par value shall be common stock and of which ONE MILLION (1,000,000) shares of $.001 par value shall be preferred stock.

Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware of this Sixth Amendment to Restated Certificate of Incorporation of the Corporation, each [●]³¹ ([●]) shares of common stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of common stock (the “Reverse Stock ~~Split~~Split””).

No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of common stock shall be issued to the transfer agent, as agent for the accounts of all holders of record of common stock and otherwise entitled to have a fraction of a share issued to them. The sale of all of the fractional interests will be effected by the transfer agent as soon as practicable after the Effective ~~Date~~Time on the basis of the prevailing market prices of the common stock at the time of the sale. After such sale, ~~and upon the surrender of the stockholders’ stock certificates, if applicable,~~ the transfer agent will pay to such holders of record their pro rata share of the total net proceeds derived from the sale of the fractional interests.

The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

All other provisions of the Restated Certificate of Incorporation shall remain in full force and effect.

The foregoing amendment shall be effective as of 11:59 p.m., Eastern Time, on the date of filing with the Secretary of State of the State of Delaware.

* * * * *

¹	~~The exact number of shares will be within a range of 14,333,333 and 41,000,000, depending on the conversion ratio selected by the Board of Directors.~~

²	~~The exact number of shares will be within a range of 13,333,333 and 40,000,000, depending on the conversion ratio selected by the Board of Directors.~~

³	The reverse stock split shall be at a ratio of not less than 1:52 and not more than 1:~~15.~~25.

~~PRELIMINARY—SUBJECT TO COMPLETION~~

A-1

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy — BIOLASE, INC. Annual Meeting of Stockholders May 9, 2018 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement/Annual Report on Form 10-K are available on the Investor Relations section of the BIOLASE, Inc. website at www.biolase.com. This Proxy is Solicited on Behalf of the Board of Directors of BIOLASE, Inc. The undersigned revokes all previous proxies, acknowledges receipt of the Notice of Annual Meeting of Stockholders to be held on May 9, 2018 and the Proxy Statement, and appoints Harold C. Flynn, Jr. and Brendan O’Connell and each of them, the proxy of the undersigned, with full power of substitution, to vote all shares of common stock of BIOLASE, Inc. (the “Company”) which the undersigned is entitled to vote, either on his or her own behalf or on behalf of any entity or entities, at the 2018 Annual Meeting of Stockholders of the Company to be held at the Company’s corporate headquarters located at 4 Cromwell, Irvine, CA, 92618, on May 9, 2018, at 11:00 a.m. local time (the “Annual Meeting”), and at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could do if personally present thereat. The shares represented by this Proxy shall be voted in the manner set forth on this proxy card. If no direction is given, this Proxy will be voted FOR all of the director nominees listed under Proposal 1, FOR Proposals 2, 4, 5 and 6 and ONE YEAR for Proposal 3. In their discretion, the proxies are each authorized to vote upon other business as may properly come before the Annual Meeting. By executing this Proxy, the undersigned hereby grants the named proxy holders discretionary authority to act upon all other matters incident to the conduct of the meeting or as may properly come before the meeting, or any adjournment thereof. CONTINUED AND TO BE SIGNED ON REVERSE SIDE

~~PRELIMINARY—SUBJECT TO COMPLETION~~

BIOLASE IMPORTANT ANNUAL MEETING INFORMATION Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X Annual Meeting Proxy Card PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Company’s Board of Directors recommends a vote FOR the directors listed below, a vote FOR Proposals 2, 4, 5 and 6 and a vote of ONE YEAR for Proposal 3. 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain + 01 - Harold C. Flynn, Jr. 02 - Dr. Richard B. Lanman 03 - Dr. Jonathan T. Lord 04 - James R. Talevich For Against Abstain 2. An advisory vote to approve the compensation of the Company’s named executive officers 4. The approval of the BIOLASE, Inc. 2018 Long-Term Incentive Plan 6. The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting 1 Year 2 Years 3 Years Abstain 3. An advisory vote to approve the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers For Against Abstain 5. The approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of Company common stock and reduce the authorized shares of Company common stock, if and when determined by the Company’s board of directors 7. The transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof firm for the fiscal year ending December 31, 2018 B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Except as described on this proxy card, this proxy when properly executed will be voted as directed or, if no direction is given, will be voted FOR the director nominees listed under Proposal 1, FOR Proposals 2, 4, 5 and 6 and ONE YEAR for Proposal 3. Please date this proxy card and sign below exactly as your name appears on this card. Joint owners should each sign personally. Corporate proxies should be signed by an authorized officer. Executors, administrators, trustees, etc., should give their full titles. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UP X 3728362 + 02T5NC

☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

☐	Fee paid previously with preliminary materials.

☐	~~Check box if any part of the fee is offset as provided~~ Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-11(a)(2)~~Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~

	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~ 0-11.


	~~Page~~
GENERAL INFORMATION		1
PROPOSAL ONE ~~ELECTION OF DIRECTORS~~– AMENDMENT PROPOSAL		6
~~CORPORATE GOVERNANCE~~		10
~~DIRECTOR COMPENSATION~~		15
~~COMPENSATION DISCUSSION AND ANALYSIS~~		16
~~EXECUTIVE COMPENSATION~~		21
~~EQUITY COMPENSATION PLAN INFORMATION~~		247
PROPOSAL TWO ~~ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS~~– ADJOURNMENT PROPOSAL		25
~~PROPOSAL THREE ADVISORY VOTE TO APPROVE THE FREQUENCY OF AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS~~		26
~~PROPOSAL FOUR APPROVAL OF THE COMPANY’S 2018 LONG-TERM INCENTIVE PLAN~~		27
PROPOSAL FIVE APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK AND REDUCE THE AUTHORIZED SHARES OF OUR COMMON STOCK, IF AND WHEN DETERMINED BY OUR BOARD		35
~~AUDIT COMMITTEE REPORT~~		43
~~PROPOSAL SIX RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018~~		4415
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		4616
ADDITIONAL INFORMATION		4817


~~Name~~	~~Age~~		~~Principal Occupation and Business Experience~~	~~Director Since~~
~~Harold C. Flynn, Jr.~~		52	Mr. Flynn was appointed President and Chief Executive Officer of the Company and became a member of our Board in July 2015. From 2007 to 2015, Mr. Flynn was President of Zimmer Dental, which is a leading manufacturer and provider of medical devices for the dental market, including dental implants, prosthetics and a range of other oral rehabilitation products. From 2004-2007, he was Divisional Vice President and General Manager at Abbott Hematology, a division of Abbott. Mr. Flynn holds a Bachelor of Science degree in Electrical Engineering from the University of Maine at Orono. Mr. Flynn holds patents in laser-based hematology and implantable devices for dentistry. Mr. Flynn provides our Board with extensive business operational experience and expertise in the building of medical device companies, particularly in the dental market.		~~July 2015~~

~~Richard B. Lanman, M.D.~~		63	~~Dr. Lanman was appointed to our Board in October 2017. Dr. Lanman is the Chief Medical Officer of Guardant Health, Inc., a company specializing in non-invasive~~		~~October 2017~~


~~Name~~	~~Age~~		Q.	~~Principal Occupation and Business Experience~~	~~Director Since~~
				~~cancer diagnostics, based in Redwood City, Calfornia. From 2008~~Who should I contact if I have any questions about how to 2014, Dr. Lanman was Chief Medical Officer of Veracyte, Inc., a genomic diagnostics company. He previously served as Chief Medical Officer for two diagnostics companies and as Senior Vice President and Medical Director of San Jose Medical Group. Dr. Lanman received a Bachelor of Science degree in Chemistry from Stanford University and a Doctor of Medicine degree from Northwestern University. Dr. Lanman provides our Board with extensive business experience in biotechnology innovation, development and commercialization, as well as executive management experience.

~~Jonathan T. Lord, M.D.~~vote?		63		Dr. Lord was appointed to our Board in August 2014 and was appointed Chairman of the Board in September 2017. Dr. Lord also serves as Chairman of the Compensation Committee. Dr. Lord is a board-certified forensic pathologist and Fellow of the College of American Pathologists. From March 2012 to January 2013, Dr. Lord was the Chief Operating Officer of the University of Miami Leonard M. Miller School of Medicine and the Uhealth-University of Miami Health System, a healthcare network in south Florida. From August 2011 to March 2012, Dr. Lord served as the Chief Innovation Officer at the University of Miami, Florida. From April 2009 to January 2010, Dr. Lord served as President and Chief Executive Officer of Navigenics, Inc., a privately held healthcare company. Prior to this role, he served as a senior executive in a variety of healthcare organizations including the Anne Arundel Medical Center and SunHealth and served as the Chief Operating Officer of the American Hospital Association. Dr. Lord is also the former Chief Innovation Officer and Senior Vice President of Humana Inc. He began his medical career in the U.S. Navy, serving for 11 years in a number of leadership roles in the Navy		~~August 2014~~

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Sincerely,


Jonathan T. Lord, M.D.		John R. Beaver
Chairman of the Board		~~Harold C. Flynn, Jr.~~ President and Chief Executive Officer


Exhibit A: ~~BIOLASE, Inc. 2018 Long-Term Incentive Plan~~
~~Exhibit B:~~ Form of Sixth Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split			A-1


Name	Fees Earned or Paid in Cash		Stock Awards (1)		Option Awards (1)		All Other Compensation		Total
Paul N. Clark(2)	$	—	$	82,016	$	158,755	$	—	$	240,771
Richard B. Lanman, M.D.(3)		—		—		71,124		—		71,124
Jonathan T. Lord, M.D.		—		42,605		135,548		—		178,153
Frederic H. Moll, M.D.(4)		—		42,605		104,148		—		146,753
James R. Talevich		—		44,736		90,017		—		134,753


Director	Grant Date	Type of Award		Exercise Price		Number of Shares Underlying Stock Awards Originally Granted		Aggregate Grant Date Fair Value
Paul N. Clark	May 10, 2017		Option	$	1.21		203,345	$	158,755
Paul N. Clark	May 10, 2017		RSU		n/a		67,782		82,016
Richard B. Lanman, M.D.	November 1, 2017		Option		0.75		135,333		67,379
Richard B. Lanman, M.D.	November 8, 2017		Option		0.57		9,868		3,745
Jonathan T. Lord, M.D.	May 10, 2017		Option		1.21		105,634		82,470
Jonathan T. Lord, M.D.	May 10, 2017		RSU		n/a		35,211		42,605
Jonathan T. Lord, M.D.	September 11, 2017		Option		0.54		65,385		23,194
Jonathan T. Lord, M.D.	September 12, 2017		Option		0.61		65,891		26,459
Jonathan T. Lord, M.D.	November 8, 2017		Option		0.57		9,027		3,425
Frederic H. Moll, M.D.	May 10, 2017		Option		1.21		105,634		82,470
Frederic H. Moll, M.D.	May 10, 2017		RSU		n/a		35,211		42,605
James R. Talevich	May 10, 2017		Option		1.21		110,915		86,593
James R. Talevich	May 10, 2017		RSU		n/a		36,972		44,736
James R. Talevich	November 8, 2017		Option		0.57		9,868		3,745


~~Director~~	~~Shares Underlying Options and RSUs~~ ~~Outstanding at Fiscal Year End~~
~~Paul N. Clark~~		~~618,658~~
~~Richard B. Lanman, M.D.~~		~~145,201~~
~~Jonathan T. Lord, M.D.~~		~~567,421~~
~~Frederic H. Moll, M.D.~~		~~403,806~~
~~James R. Talevich~~		~~453,793~~


Name and Principal Position	Year		Salary ($)(3)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(2)		Total ($)
Harold C. Flynn, Jr.		2017		388,077		—		1,619,000		7,604		—		871		2,015,552
President and Chief Executive Officer		2016		441,346		—		1,450,000		1,530,048		—		690		3,422,084
John R. Beaver		2017		75,000		—		—		250,312		—		15,322		340,634
Senior Vice President and Chief Financial Officer
Dmitri Boutoussov		2017		261,461		—		110,700		7,604		—		913		380,678
Vice President of Research and Development		2016		285,577		—		117,480		31,480		—		621		435,158
Mark J. Nelson		2017		39,041		—		—		533,285		—		38		572,364
Former Senior Vice President and Chief Financial Officer


				Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Securities Underlying Unexercised Unearned Options			Option Exercise Price		Option Expiration Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested(#)			Market Value of Shares of Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested(#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested($)
Harold C. Flynn, Jr.		525,625	(3)		344,375	(3)		—			1.64		07/13/25		—			—			—			—
		—			—			—			—		—		500,000	(6)		213,200	(6)		300,000	(7)		127,920	(7)
		133,328	(4)		266,672	(4)		—			1.44		08/25/26		—			—			—			—
		—			1,000,000	(5)		—			1.45		11/08/26		—			—			—			—
		—			—			—			—		—		—			—			160,465	(11)		69,000	(11)
John R. Beaver		—			400,000	(12)		—			0.59		10/02/2027		—			—			—			—
		—			—			33,333	(13)		0.59		10/02/2027					—			—			—
		—			—			33,333	(13)		0.59		10/02/2027		—			—			—			—
		—			—			33,333	(13)		0.59		10/02/2027		—			—			—			—
		—			—			33,335	(13)		0.59		10/02/2027		—			—			—			—
		—			—			33,333	(13)		0.59		10/02/2027		—			—			—			—
		—			—			33,333	(13)		0.59		10/02/2027		—			—			—			—
Dmitri Boutoussov		116,231	(2)		—			—			2.64		01/02/25		—			—			—			—
		105,939	(1)		39,349	(1)		—			2.64		01/02/25		—			—			—
		50,000			—			—			5.00		03/23/18		—			—			—			—
		22, 917			27,083	(8)		—			0.86		02/26/26		—			—			—			—
		—			—			—			—		—		—			—			58,837	(11)		25,300	(11)
		—			—			—			—		—								17,500	(10)		7,462	(10)
		—			—			—			—		—		37,500	(14)		15,990	(14)		—			—
		—			—			—			—		—		35,000	(9)		14,924	(9)		—			—


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options and release of RSUs		Weighted Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column)
Equity Compensation Plans Approved by Stockholders		8,526,388	$	1.80		3,059,916
Equity Compensation Plans Not Approved by Stockholders		—		—		—

Total		8,526,388	$	1.80		3,059,916


	Fiscal Year Ended December 31, 2017		Fiscal Year Ended December 31, 2016
Audit Fees(1)	$	291,246	$	244,650
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—

Total	$	291,246	$	244,650


☒		Preliminary Proxy Statement

☐		Definitive Additional Materials



☒		No fee required.


Name and Address	Amount and Nature of Beneficial Ownership		Percentage of Class
Larry N. Feinberg(1)		33,517,597		31.9	%
200 Greenwich Avenue Greenwich, Connecticut 06830
Jack W. Schuler(2)		34,692,178		33.0	%
100 N. Field Drive, Suite 360 Lake Forest, Illinois 60045


Name	Owned Shares of Common Stock			Number of Shares Underlying Options or Warrants Exercisable or RSUs Releasable Within 60 Days of March 15, 2018			Percentage of Class
Harold C. Flynn, Jr.(1)(2)		228,690	(4)		806,001	(6)		1.0	%
Richard B. Lanman, M.D.(1)		—			145,201			*
Jonathan T. Lord, M.D.(1)		467,145	(4)		680,727	(7)		1.1	%
James R. Talevich(1)		64,906	(5)		490,765			*
John R. Beaver(2)		—			41,666			*
Dmitri Boutoussov(2)		36,159			361,053			*
David C. Dreyer(2)(3)		123,000			—			*
Mark J. Nelson(2)(8)		19,200			9,346	(9)		*
All current directors and executive officers as a group (six persons)		796,900			2,525,413			3.2	%