WITHDRAWAL AGREEMENT
WITHDRAWAL AGREEMENT dated as of December 29, 1999 by and among Xxxx X.
Xxxxx ("Xxxxx"), The Rockside Foundation ("Rockside"), The X. Xxxxxxxxx Xxxxx
Foundation (the "Foundation"), Logg Investment Research, Inc. ("Logg") and
Xxxxxx X'Xxxxx ("O'Brien"; together with Xxxxx, Rockside, the Foundation and
Logg, the "Investors").
The Investors previously have acquired shares of Common Stock and Warrants
to purchase Common Stock of Palomar Medical Technologies, Inc., a
publicly-traded Delaware corporation (the "Issuer"), and may, for purposes of
the federal securities laws, be deemed to be acting in concert as a "group"
("Group"), as defined in Rule 13d-5(b)(1) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), with respect to their ownership, voting
and disposition of such shares and warrants. In connection therewith, the
Investors entered into an agreement dated as of January 29, 1999 (the
"Agreement"), pursuant to which the Investors authorized Xxxxx to prepare, sign
and file certain forms with the Securities and Exchange Commission (the "SEC")
relating to securities holdings in the Issuer on behalf of the Investors. Logg
and O'Brien now desire to withdraw from certain relationships with the other
Investors and to cancel the Agreement as it relates to Logg and O'Brien.
Therefore, the Investors hereby agree as follows:
1. Section 16 Filings and Amendments: Pursuant to Section 1 of the
Agreement, Logg and O'Brien hereby inform Xxxxx that he is no longer authorized
to prepare, sign and file with the SEC on its and his behalf all Statements of
Beneficial Ownership of Securities on Forms 3, 4 and 5, and all amendments
thereto, as required by Section 16 of the Exchange Act, with respect to any
securities of the Issuer. From and after the date hereof, Logg and O'Brien shall
be solely responsible for such filings, if required.
2. Withdrawal from Group; Cancellation of Further Arrangements: Effective
as of the date hereof, Logg and O'Brien withdraw from the Group comprising the
Investors with respect to the Issuer and its securities and relinquish any
membership or other interest they may have in The Monterey Stockholders Group
LLC. Logg and O'Brien shall no longer, individually or collectively, furnish
investment advice relating to the Issuer or the securities of the Issuer to
either Xxxxx, Rockside or the Foundation, nor shall either Logg or O'Brien have
any form of discretionary authority from Xxxxx, Rockside or the Foundation to
execute securities transactions on their behalf with respect to the Issuer's
securities. Logg and O'Brien agree to take all further actions with respect to
any brokerage accounts of Xxxxx, Rockside or the Foundation necessary or
advisable to reflect the foregoing.
3. Xxxxx, Rockside and the Foundation to Continue to Act and File as Group:
The Agreement remains in full force and effect as it relates to Xxxxx, Rockside
and the Foundation, which shall continue to operate as a Group with respect to
the Issuer's securities. Nothing contained herein shall be construed as contrary
to such statement.
4. Miscellaneous. This Agreement constitutes the entire agreement between
the parties and may not be amended without the written agreement of each of
them. This Agreement is governed by the laws of the State of New York and may be
executed in counterparts, which, taken together, shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth herein.
THE ROCKSIDE FOUNDATION /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
THE X. XXXXXXXXX XXXXX FOUNDATION /s/ Xxxxxx X'Xxxxx
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Xxxxxx X'Xxxxx
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Treasurer
LOGG INVESTMENT RESEARCH, INC.
By: /s/ Xxxxxx X'Xxxxx
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Xxxxxx X'Xxxxx, President
