NON-EXCLUSIVE PATENT LICENSENon-Exclusive Patent License • December 31st, 2007 • Alma Lasers Ltd. • Massachusetts
For clarity and without limitation, in addition to using optical radiation to remove hair, an Alma Hair Product may further use optical radiation for treatment of skin (including treatment of vascular and pigmented lesions, acne, wrinkles, scars and tattoos, and for other dermatological applications), and other treatment or cosmetic purpose(s).
MSQ LTD. EMPLOYMENT AGREEMENT with ZTV KARNIEmployment Agreement • December 31st, 2007 • Alma Lasers Ltd.
AGREEMENT, effective as of January 1, 2005 by and between Ziv Karni, residing at [Address] (“Employee”) and MSQ Ltd., an Israeli company having its principal office at Haeshel 7, Caesarea Industrial Zone, Caesarea, Israel (the “Company”).
Share Purchase And Redemption Agreement By and among Alma Lasers Ltd., The Shareholders named herein and The Buyer and the Funds named herein Dated as of February 15, 2006Share Purchase and Redemption Agreement • December 31st, 2007 • Alma Lasers Ltd. • Massachusetts
THIS STOCK PURCHASE AND REDEMPTION AGREEMENT (the “Agreement”) is made and entered into as of February 15, 2006, by and among (i) Alma Lasers Ltd. (formerly known as MSQ Ltd.), a corporation organized under Israeli law (the “Company”), (ii) the shareholders of the Company named in Exhibit A attached hereto (the “Initial Shareholders,” and each individually, an “Initial Shareholder”), (iii) Aesthetic Acquisition B.V., an entity organized under Netherlands law (the “Buyer”), (iv) the investment partnerships listed on the signature pages hereto under the heading “Funds” (the “Funds”), (v) each holder of vested options to purchase Ordinary Shares (as defined below) of the Company (“Options”) who has become a party to this Agreement by executing a joinder agreement in form and substance reasonably acceptable to Buyer (“Joinder Agreement”) to become a party to this Agreement in connection with its exercise of Options (each, an “Optionholder”), and (vi) solely for purposes of Section 4.8 here
SHAREHOLDERS AGREEMENT By And Among Alma Lasers Ltd. The Shareholders as defined herein and The Investors as defined herein Dated as of March 23, 2006Shareholders Agreement • December 31st, 2007 • Alma Lasers Ltd. • Massachusetts
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of March 23, 2006, 2006 , by and among Alma Lasers Ltd., a company organized under Israeli law (the “Company”), the Persons identified on Schedule A hereto as shareholders (the “Shareholders,” and each, individually, a “Shareholder”) and the Persons identified on Schedule A hereto as investors (collectively, the “Investors,” and each, individually, an “Investor”) and any other Shareholder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (the “Joinder Agreement”). For the purpose of this Agreement, a Shareholder or an option holder who joins this Agreement pursuant to a Joinder Agreement shall be included in the term “Shareholder” or “Investor” as specified in such Joinder Agreement.
TRADE DRESS SETTLEMENT AGREEMENTTrade Dress Settlement Agreement • December 31st, 2007 • Alma Lasers Ltd. • Massachusetts
THIS TRADE DRESS SETTLEMENT AGREEMENT (this “TDS Agreement”) is made and entered into as of the 29th day of March, 2007 (the “Effective Date”) by and among Palomar Medical Technologies, Inc., a Delaware corporation, with offices at 82 Cambridge Street, Burlington, MA 01803 (“Palomar”), Alma Lasers, Inc., a Delaware corporation with offices at 485 Half Day Road #100, Buffalo Grove, IL 60089 (“Alma USA”), and Alma Lasers, Ltd., an Israeli company with offices at 7 Halamish Street, Caesarea Industrial Park, Caesarea, Israel 38900 (Alma USA and Alma Lasers, Ltd., collectively, “Alma”) (Palomar, on the one hand, and Alma together with all Alma Affiliates, on the other hand, each a “Party”, and together, the “Parties”) .
SUBORDINATED NOTE PURCHASE AGREEMENT Among ALMA LASERS LTD. AND TA SUBORDINATED DEBT FUND, L.P. AND TA INVESTORS II, L.P. As Initial Noteholders Dated as of March 23, 2006Subordinated Note Purchase Agreement • December 31st, 2007 • Alma Lasers Ltd. • Massachusetts
This Subordinated Note Purchase Agreement dated as of March 23, 2006 (as amended, restated or otherwise modified and in effect from time to time, this “Agreement”) by and among Alma Lasers Ltd., a corporation organized under the laws of Israel (the “Borrower”), TA Subordinated Debt Fund, L.P., a Delaware limited partnership (“TA Debt Fund” or a “Noteholder”), TA Investors II, L.P., a Delaware limited partnership (“TA Investors” or a “Noteholder, the other holders of Notes party hereto from time to time (together with TA Debt Fund, TA Investors and their successors and assigns, “Noteholders”).
SETTLEMENT AGREEMENTSettlement Agreement • December 31st, 2007 • Alma Lasers Ltd. • Massachusetts
Buffalo Grove, Illinois, April 2, 2007—Howard Kelly, Chief Executive Officer of Alma Lasers, announced today that Alma Lasers, Ltd. and Palomar Medical Technologies, Inc. have settled their civil action filed in the United States District Court for the District of Massachusetts. The suit involves certain US hair removal patents owned by Massachusetts General Hospital and licensed exclusively to Palomar.
Incentive Stock Option Agreement Under the Alma Lasers Ltd. 2007 Stock Option and Grant PlanIncentive Stock Option Agreement • December 31st, 2007 • Alma Lasers Ltd.
Pursuant to the Alma Lasers Ltd. 2007 Stock Option and Grant Plan (the “Plan”), Alma Lasers Ltd., a company organized under the laws of the State of Israel (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of Ordinary Shares of the Company indicated above (the “Underlying Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”) at the Option Exercise Price per share indicated above.
Amendment No. 1 To Share Purchase And Redemption AgreementShare Purchase and Redemption Agreement • December 31st, 2007 • Alma Lasers Ltd. • Massachusetts
THIS AMENDMENT NO. 1 TO SHARE PURCHASE AND REDEMPTION AGREEMENT (the “Amendment”) is made and entered into as of March 22, 2006, by and among (i) Alma Lasers Ltd. (formerly known as MSQ Ltd.), a corporation organized under Israeli law (the “Company”), (ii) the shareholders of the Company named in Exhibit A attached hereto (the “Initial Shareholders,” and each individually, an “Initial Shareholder”) (iii) Aesthetic Acquisition B.V., an entity organized under Netherlands law (the “Buyer”), (iv) the investment partnerships listed on the signature pages hereto under the heading “Funds” (the “Funds”), (v) each holder of vested options to purchase Ordinary Shares (as defined below) of the Company (“Options”) who has become a party to this Agreement by executing a joinder agreement in form and substance reasonably acceptable to Buyer (“Joinder Agreement”) to become a party to this Agreement in connection with its exercise of Options (each, an “Optionholder”), and (vi) solely for purposes of S
Orion Lasers, Inc. EMPLOYMENT AGREEMENT with MAURO WJUNISKIEmployment Agreement • December 31st, 2007 • Alma Lasers Ltd. • Florida
AGREEMENT, effective as of January 1, 2005 by and between Mauro Wjuniski, residing at [Address] (“Employee”) and Orion Lasers, Inc., a Delaware Corporation, with its principal executive offices located at 6555 NW 9th Ave., Suite 303, Ft. Lauderdale, Florida 33309, USA (the “Company”).
ContractStock Option Agreement • December 31st, 2007 • Alma Lasers Ltd.
Pursuant to the Alma Lasers Ltd. 2007 Stock Option and Grant Plan and the Section 102 Addendum (altogether the “Plan”), Alma Lasers Ltd., a company organized under the laws of the State of Israel (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of Ordinary Shares of the Company indicated above (the “Underlying Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”) at the Option Exercise Price per share indicated above.
