Exhibit 1.1 SYNERON MEDICAL LTD. 7,000,000 Ordinary Shares (par value NIS 0.01 per share) Underwriting AgreementUnderwriting Agreement • February 17th, 2005 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • New York
SYNERON MEDICAL LTD. 5,500,000 Ordinary Shares (par value NIS 0.01 per share) Underwriting AgreementUnderwriting Agreement • July 14th, 2004 • Syneron Medical Ltd. • New York
RECITALSPatent License Agreement • August 3rd, 2004 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG LUPERT LTD., RENDEL AMARE LTD., AND SYNERON MEDICAL LTD. DATED AS OF APRIL 2, 2017Merger Agreement • April 3rd, 2017 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
This AGREEMENT AND PLAN OF MERGER, dated as of April 2, 2017 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Lupert Ltd., a company incorporated under the Laws of the State of Israel (“Parent”), Rendel Amare Ltd., a company incorporated under the Laws of the State of Israel and a wholly owned Subsidiary of Parent (“Merger Sub”), and Syneron Medical Ltd., a company incorporated under the Laws of the State of Israel (the “Company”).
SYNERON MEDICAL LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Rights Agreement Dated as of December 31, 2010Rights Agreement • January 3rd, 2011 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 3 Section 3. Issue of Right Certificates 3 Section 4. Form of Right Certificates 5 Section 5. Countersignature and Registration 6 Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 6 Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights 6 Section 8. Cancellation and Destruction of Right Certificates 7 Section 9. Availability of Ordinary Shares 7 Section 10. Ordinary Shares Record Date 8 Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights 8 Section 12. Certificate of Adjusted Purchase Price or Number of Shares 11 Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power 11 Section 14. Fractional Rights and Fractional Shares 11 Section 15. Rights of Action 12 Section 16. Agreement of Right Holders 12 Section 17. Right Certificate Holder Not Deemed a Stockholder 13 Secti
SETTLEMENT AGREEMENTSettlement Agreement • March 29th, 2012 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • Delaware
THIS SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of September, 2011 (the “Effective Date”) by and among Palomar Medical Technologies, Inc., a Delaware corporation, with offices at 15 Network Drive, Burlington, MA 01803 (“Palomar”), The General Hospital Corporation, a Massachusetts corporation with offices at Fruit Street, Boston MA 02114 (“General”), Candela Corporation, a Delaware corporation with offices at 530 Boston Post Road, Wayland, MA 01778 (“Candela”), Syneron, Inc., a Delaware corporation with offices at 1104 Heinz Drive, Str. B, Dundee, IL 60118 (“Syneron”), and Syneron Medical Ltd. (“Syneron Medical Ltd.”). Each of Palomar, General, Candela, Syneron and Syneron Medical Ltd. is a “Party” and together they are the “Parties” hereunder.
Exhibit 10.3 CONFIDENTIAL TREATMENT REQUESTED BY SYNERON MEDICAL LTD TURN - KEY MANUFACTURING AGREEMENT This agreement is effective as of the 31 of August, 2003 (the Effective Date) by and between: SYNERON MEDICAL LTD., with a principal place of...Turn-Key Manufacturing Agreement • August 3rd, 2004 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
Candela Corporation Senior Officer Executive Retention AgreementSenior Officer Executive Retention Agreement • March 25th, 2010 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS EXECUTIVE RETENTION AGREEMENT (this “Agreement”), effective as of November, 2007 (the “Effective Date”) is made by and between Candela Corporation, a Delaware corporation (the “Company”), and [ ] (the “Executive”).
JOINT CONTRIBUTION AGREEMENTJoint Contribution Agreement • March 8th, 2017 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
THIS JOINT CONTRIBUTION AGREEMENT (the "Agreement") is made as of November 8, 2013, by and among: (i) SYNERON MEDICAL LTD., a publicly traded Israeli limited liability company, Company No. 512986514, having its registered office in the Tavor Building, P.O.B. 550 Industrial Zone Yokneam Illit, 20692 Israel ("SM"); (ii) SYNERON BEAUTY LTD., an Israeli limited liability company and wholly-owned subsidiary of SM, Company No. 514321835, having its registered office in the Tavor Building, P.O.B. 550 Industrial Zone Yokneam Illit, 20692 Israel ("SB"); (iii) UNILEVER VENTURES HOLDINGS B.V., a company incorporated under the laws of the Netherlands, with registered office at Weena 455, 3013 Al Rotterdam, the Netherlands, registered in the commercial register of the chamber of commerce for Rotterdam under number 24115704 ("Unilever"); (iv) CONOPCO, INC. d/b/a Unilever, a New York corporation, having a principal place of business at 800 Sylvan Avenue, Englewood Cliffs, New Jersey 07632("Conopco"),
FIRST AMENDMENT to AMENDED AND RESTATED LICENSE AGREEMENT for DYNAMIC SKIN COOLING METHOD AND APPARATUSLicense Agreement • March 25th, 2010 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
THIS is a FIRST AMENDMENT to the AMENDED AND RESTATED LICENSE AGREEMENT (the Agreement) by and between The Regents of the University of California (The Regents), a California corporation, having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607 and Candela Corporation (Licensee), a Delaware corporation, having a principal place of business at 530 Boston Post Road, Wayland, MA 01778-1886.
MCKESSON MEDICAL-SURGICAL INC. DISTRIBUTION AGREEMENTDistribution Agreement • March 25th, 2010 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
This Distribution Agreement (“Agreement”) is made and entered into as of the 5th day of August, 2005 (“Effective Date”), by and between McKESSON MEDICAL-SURGICAL INC., having its principal place of business at 8741 Landmark Road, Richmond, Virginia 23228 and any affiliated companies designated by McKesson Medical-Surgical Inc. to participate under this Agreement (“Buyer”), and between Candela Corporation, a Delaware corporation, having its principal place of business at 530 Boston Post Road, Wayland, MA 01778-1886 USA (“Seller”).
JOINT DEVELOPMENT AND SUPPLY FRAMEWORK AGREEMENTJoint Development and Supply Framework Agreement • June 15th, 2007 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • Delaware
This joint development and supply framework agreement (“JDSA”) is by and between The Procter & Gamble Company, a corporation organized and existing under the laws of Ohio, having its principal place of business at One Procter and Gamble Plaza, Cincinnati, Ohio 45202 (hereinafter referred to along with its AFFILIATES as “P&G”) and Syneron Medical Ltd., having its principal place of business in Industrial Zone, Tavor Building, Yokneam Ilit 20692, Israel (hereinafter referred to along with its AFFILIATES as “SYNERON”) (each individually referred to herein as a “PARTY” or collectively as the “PARTIES”).
AMENDMENT OF LEASELease Agreement • March 29th, 2012 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS AMENDMENT, made this 24 day of March, 2011, by and between Patricia W. Richard, as she is trustee of Waters-Wayland Realty Trust, have its principal office at 231 DeSimone Drive, Marlborough, MA (hereinafter "Landlord"), of the one part, and Candela Corporation, a Delaware corporation having a principal place of business at 530 Boston Post Road, Wayland, MA, (hereinafter referred to as "Tenant"), of the other part.
AMENDED AND RESTATED LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and CANDELA CORPORATION for Dynamic Skin Cooling Method and Apparatus.License Agreement • March 25th, 2010 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • California
THIS LICENSE AGREEMENT (the Agreement) is effective this 11th day of August, 2000, by and between The Regents of the University of California (The Regents), a California corporation, having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607 and Candela Corporation (Licensee), a Delaware corporation, having a principal place of business at 530 Boston Post Road, Wayland, MA 01778-1886.
AGREEMENT AND PLAN OF MERGER by and among SYNERON MEDICAL LTD., REVIVE HOLDING SUB INC., and PRIMAEVA MEDICAL, INC., and, WITH RESPECT TO ARTICLES VIII AND X ONLY, FRAZIER HEALTHCARE V, LP AS SECURITYHOLDER REPRESENTATIVE and U.S. BANK NATIONAL...Merger Agreement • October 28th, 2009 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 14, 2009 by and among Syneron Medical Ltd., an Israeli corporation (“Syneron”), Revive Holding Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Syneron (“Merger Sub”), Primaeva Medical, Inc., a Delaware corporation (“Primaeva”), and, with respect to Articles VIII and X only, Frazier Healthcare V, LP, as the Securityholder Representative, and U.S. Bank National Association, a national banking association, as Escrow Agent and Paying Agent.
AMENDMENT OF LEASELease Amendment • March 25th, 2010 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS AMENDMENT, made this 30 day of January, 2009, by and between Patricia W. Richard, as she is trustee of Waters-Wayland Realty Trust, have its principal office at 231 DeSimone Drive, Marlborough, MA (hereinafter "Landlord"), of the one part, and Candela Corporation, a Delaware corporation having a principal place of business at 530 Boston Post Road, Wayland, MA, (hereinafter referred to as "Tenant"), of the other part.
ContractSettlement Agreement • March 25th, 2010 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
AGREEMENT AND PLAN OF MERGER by and among SYNERON, INC. a corporation organized under the laws of the State of Delaware; CTRIA ACQUISITION CORPORATION; and NEW STAR LASERS, INC. a corporation organized under the laws of the State of California; and...Merger Agreement • March 19th, 2014 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 19, 2014 by and among Syneron, Inc., a Delaware corporation (“Syneron” or the “Parent”), CTRIA Acquisition Corporation, a California corporation and a wholly owned subsidiary of Syneron (“Merger Sub”) and New Star Lasers, Inc., a California corporation, doing business as CoolTouch, Inc. (“CoolTouch” or the “Company”) and David Hennings and Nina Davis (the “Shareholder Representatives”).
SHARE PURCHASE AGREEMENT BY AND AMONG RAKUTO BIO TECHNOLOGIES LTD., SYNERON MEDICAL LTD., THE SELLERS SET FORTH ON THE SIGNATURES PAGES HERETO AND MR. HAIM LASSER,Share Purchase Agreement • March 21st, 2013 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 30, 2012 by and among (i) RAKUTO BIO TECHNOLOGIES LTD., an Israeli company (the “Company”), (ii) SYNERON MEDICAL LTD., an Israeli company (the “Buyer”), (iii) the holders of the securities of the Company set forth on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”) and (iv) MR. HAIM LASSER as the Sellers' Representative (as defined in Section 8.5(a) below). Each of the Company, the Buyer, the Sellers and the Sellers' Representative is referred to herein as a “Party,” and collectively, as the “Parties.”
SECOND AMENDMENT TO LICENSE AGREEMENT BETWEEN CANDELA CORPORATION AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIALicense Agreement • March 29th, 2012 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
This Second amendment ("Second Amendment") to the AMENDED AND RESTATED LICENSE AGREEMENT LICENSE, Agreement Control No. 19950608־03־-f ("Agreement*') between Candela Corporation., ("LICENSEE") and The Regents of the University of California ("THE REGENTS"), dated the 30th day of June, 2011, and effective as of the 1st day of July, 2011.
SHARE PURCHASE AGREEMENT BY AND AMONG A COMPANY IN FORMATION UNDER ISRAELI LAW., LIGHT INSTRUMENTS LTD., AND SYNERON MEDICAL LTD., Dated as of February 22, 2016Share Purchase Agreement • March 23rd, 2017 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 22, 2016 by and among (i) Light Instruments Ltd., an Israeli company (the “Company”), (ii) Sino-Ita International Trading Co., Ltd. on behalf of an Israeli company in formation which will be a subsidiary of Sino-Ita International Trading Co., Ltd. (the “Buyer”), (iii) Syneron Medical Ltd., an Israeli company, (the “Seller”). Each of the Company, the Buyer and the Seller is referred to herein as a “Party”, and collectively, as the “Parties.” The Parties agree that upon incorporation of the Buyer all rights and obligations of the Buyer hereunder shall automatically be attributed to the Buyer without any further actions on the part of any of the Parties.
VOTING AGREEMENTVoting Agreement • April 3rd, 2017 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 2, 2017 by and between among Lupert Ltd., a company organized under the Laws of the State of Israel (“Parent”) and Shimon Eckhouse (the “Shareholder”), who holds 2,689,911 Ordinary Shares (and 281,250 Ordinary Shares issuable upon exercise of outstanding options) of Syneron Medical Ltd., a company organized under the Laws of the State of Israel (the “Company”).
PATENT LICENSE AND SETTLEMENT AGREEMENTPatent License and Settlement Agreement • June 30th, 2005 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • California
This Patent License and Settlement Agreement (“Agreement”) is made as of June 3, 2005 (“Effective Date”) by and between the following: (a) Thermage, Inc., a Delaware corporation with its principal place of business at 25881 Industrial Boulevard, Hayward, CA 94545 (“Thermage”); and (b) Syneron, Inc., a Delaware corporation with its principal place of business in Toronto, Canada, and Syneron Medical Ltd., an Israeli corporation with its principal place of business in Yokneam, Illit., Israel (collectively “Syneron”). Thermage and Syneron are each referred to herein as a “Party” and collectively as the “Parties.”
BY AND AMONG SYNERON MEDICAL LTD. ULTRASHAPE MEDICAL LTD. AND ULTRASHAPE LTD. Dated as of February 8, 2012Share Purchase Agreement • March 29th, 2012 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 8, 2012 by and among (i) ULTRASHAPE LTD., an Israeli private company (the “Company”), (ii) SYNERON MEDICAL LTD. an Israeli public company (the “Buyer”), and (iii) ULTRASHAPE MEDICAL LTD., an Israeli public company (the “Seller”). Each of the Company, the Buyer and the Seller is referred to herein as a “Party,” and collectively, as the “Parties.”
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 26th, 2009 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus
FIRST AMENDMENT (this “Amendment”), dated as of October 23, 2009, between Syneron Medical Ltd., an Israeli company (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York Limited Liability Trust Company (the “Rights Agent”).
