EXHIBIT A
TO SUPPLEMENT TO
SECURITIES PURCHASE
AGREEMENT
SUPPLEMENT TO REGISTRATION RIGHTS AGREEMENT
SUPPLEMENT TO REGISTRATION RIGHTS AGREEMENT (this "SUPPLEMENT"), dated
as of May 23, 1997 by and among PALOMAR MEDICAL TECHNOLOGIES, INC., a
corporation organized under the laws of the State of Delaware, with headquarters
located at 00 Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (the "COMPANY"),
RGC INTERNATIONAL INVESTORS, LDC ("RGC") and the other Initial Investors.
WHEREAS:
A. The Company and RGC are parties to a Registration Rights Agreement
dated as of March 27, 1997 (the "ORIGINAL REGISTRATION RIGHTS AGREEMENT" and as
supplemented by this Supplement, the "REGISTRATION RIGHTS AGREEMENT") pursuant
to which the Company granted to RGC certain registration rights under the
Securities Act and the rules and regulations promulgated thereunder, and
applicable state securities laws;
B. Contemporaneous with their execution and delivery of the Original
Securities Purchase Agreement, the Company and RGC executed and delivered a
Registration Rights Agreement, in the form attached as Exhibit B to the
Securities Purchase Agreement (the "ORIGINAL REGISTRATION RIGHTS AGREEMENT"),
pursuant to which the Company agreed to provide certain registration rights
under the Securities Act and the rules and regulations promulgated thereunder,
and applicable state securities laws;
C. In connection with the Supplement to Securities Purchase Agreement of
even date herewith by and between the Company and each of the Additional
Investors (the "SECURITIES PURCHASE AGREEMENT SUPPLEMENT" and together with the
Securities Purchase Agreement dated as of March 27, 1997 by and between the
Company and RGC, the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed,
upon the terms and subject to the conditions contained therein, to issue and
sell to the undersigned shares of its Series H Convertible Preferred Stock, par
value $.01 per share; and
D. To induce the Initial Investors to execute and deliver the Securities
Purchase Agreement Supplement, the Company has agreed to amend the terms of the
Original Registration Rights Agreement to provide the Initial Investors the
rights and benefits set forth in the Original Registration Rights Agreement;
E. All other capitalized terms used herein and not otherwise defined in
this Supplement shall have the respective meanings set forth in the Original
Registration Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, RGC and
each of the other Initial Investors hereby agree to supplement the Original
Registration Rights Agreement as follows:
1. DEFINITIONS. The definitions of the following terms contained in the
Original Registration Rights Agreement are amended as follows:
a. "INITIAL INVESTORS" shall be deemed to include RGC and each of the
other Initial Investors set forth on the Execution Page hereto and each of the
other Initial Investors set forth on Execution Pages which may hereafter be
appended to this Supplement in accordance with Section 4 hereof (each, together
with their affiliates).
b. "PREFERRED STOCK" means the shares of the Company's Series H
Convertible Preferred Stock, par value $.01 per share, issued or to be issued to
Initial Investors pursuant to the Securities Purchase Agreement on the initial
Closing Date or on any Additional Closing Date (as defined in the Securities
Purchase Agreement Supplement). For the avoidance of doubt the term "Conversion
Shares" includes all shares of Common Stock issuable on or with respect to all
of the shares of Preferred Stock.
c. "REGISTRATION RIGHTS AGREEMENT" and "SECURITIES PURCHASE AGREEMENT"
shall have the meanings set forth in the recitals to this Supplement.
d. "RGC" means RGC International Investors, LDC.
2. Except as expressly supplemented and/or modified herein, the terms of the
Original Registration Rights Agreement shall continue in full force and effect.
3. In the event an Additional Closing under the Securities Purchase Agreement
shall not have occurred on or before May 7, 1997, unless each of the original
parties hereto agrees otherwise, this Supplement shall terminate at the close of
business on such date and shall be of no further force or effect.
4. An Initial Investor shall become a party to the Registration Rights Agreement
upon execution of an Execution Page by such Initial Investor on or before June
19, 1997. Upon execution, such Initial Investor shall be entitled to all of the
benefits conferred thereby and shall be subject to all of the obligations
thereunder.
IN WITNESS WHEREOF, the undersigned Initial Investors and the Company
have caused this Supplement to be duly executed as of the date first above
written.
PALOMAR MEDICAL TECHNOLOGIES, INC.
By:
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Name:
Title:
INITIAL INVESTOR:
SOUTHBROOK INTERNATIONAL INVESTMENTS, LTD.
By:
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Name:
Title:
RGC INTERNATIONAL INVESTORS, LDC
By:
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Name:
Title:
