F-4











Exhibit 10.11  



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
ASSOCIATION 



AS ESCROW AGENT AND
PAYING AGENT 







Dated as of October
14, 2009 











TABLE OF CONTENTS  




			
			
			
			
			
	ARTICLE I DEFINITIONS AND INTERPRETATIONS 	2 
	  1.1	Certain Definitions	2 
	  1.2	Certain Interpretations	10 
	ARTICLE II THE MERGER 	11 
	  2.1	The Merger	11 
	  2.2	The Closing	11 
	  2.3	The Effective Time	11 
	  2.4	Effect of the Merger	11 
	  2.5	Constituent Documents of the Surviving Company	11 
	  2.6	Directors and Officers	12 
	  2.7	Effect on Capital Stock	12 
	  2.8	Exchange of Certificates	16 
	  2.9	No Further Ownership Rights in Primaeva Capital Stock	18 
	 2.10	Lost, Stolen or Destroyed Certificates	18 
	 2.11	Appraisal Rights	18 
	 2.12	Securityholder Representative Reserve	19 
	 2.13	Further Action	20 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF PRIMAEVA 	20 
	  3.1	Organization and Qualification	20 
	  3.2	Subsidiaries	21 
	  3.3	Capitalization	21 
	  3.4	Authority; Requisite Primaeva Stockholder Approval	23 
	  3.5	Required Filings and Consents	23 
	  3.6	Primaeva Financial Statements	24 
	  3.7	Financial Reporting	24 
	  3.8	No Undisclosed Liabilities	24 
	  3.9	Absence of Certain Changes or Events	24 
	 3.10	Compliance with Laws; Permits	25 
	 3.11	Legal Proceedings; Orders	25 
	 3.12	Material Contracts	25 




i







			
			
			
			
			
	 3.13	Employee Benefit Matters	27 
	 3.14	Labor Matters	29 
	 3.15	Properties	31 
	 3.16	Tax Matters	31 
	 3.17	Environmental Matters	33 
	 3.18	Intellectual Property Matters	33 
	 3.19	Product Liability Claims	36 
	 3.20	Compliance With Health Care Laws	36 
	 3.21	Regulatory Compliance	37 
	 3.22	Insurance	39 
	 3.23	Brokers, Finders and Financial Advisors	39 
	 3.24	Customers and Distributors	39 
	 3.25	Suppliers	39 
	 3.26	Products	39 
	 3.27	Solvency	39 
	 3.28	Takeover Statutes	40 
	 3.29	Disclosure	40 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SYNERON AND MERGER SUB 	40 
	  4.1	Organization and Qualification	40 
	  4.2	Authority	40 
	  4.3	Required Filings and Consents	41 
	  4.4	Merger Sub	41 
	  4.5	Financing	41 
	ARTICLE V CONDUCT OF BUSINESS 	41 
	  5.1	Affirmative Obligations	41 
	  5.2	Negative Obligations	42 
	ARTICLE VI ADDITIONAL AGREEMENTS 	44 
	  6.1	No Solicitation	44 
	  6.2	Board Recommendation	45 
	  6.3	Primaeva Stockholder Approval	46 
	  6.4	Efforts to Complete Merger; Regulatory Filings	47 
	  6.5	Access; Notice and Consultation; Confidentiality	48 






ii








			
			
			
			
			
	  6.6	Public Announcements	49 
	  6.7	Primaeva Stock Options and Warrants	49 
	  6.8	Takeover Statutes	49 
	  6.9	Stockholder Arrangements	49 
	 6.10	Spreadsheet	50 
	 6.11	FIRPTA Certificate	50 
	 6.12	Primaeva Expenses	50 
	 6.13	Indemnification; Insurance	50 
	 6.14	Operation of the Surviving Company	51 
	ARTICLE VII CONDITIONS TO THE MERGER 	51 
	  7.1	Conditions to Obligation of Each Party to Effect the Merger	51 
	  7.2	Additional Conditions to Obligations of Syneron and Merger Sub.	51 
	  7.3	Additional Conditions to Obligation of Primaeva	53 
	ARTICLE VIII INDEMNIFICATION; SECURITYHOLDER REPRESENTATIVE 	54 
	  8.1	Survival of Representations, Warranties and Covenants	54 
	  8.2	Indemnification	54 
	  8.3	Limitations on Indemnification	54 
	  8.4	Escrow	56 
	  8.5	Securityholder Representative	60 
	ARTICLE IX TERMINATION 	61 
	  9.1	Termination	61 
	  9.2	Effect of Termination	62 
	ARTICLE X GENERAL PROVISIONS 	62 
	 10.1	Notices	62 
	 10.2	Amendment	64 
	 10.3	Extension; Waiver	64 
	 10.4	Severability	64 
	 10.5	Entire Agreement	64 
	 10.6	Assignment	64 
	 10.7	Failure or Indulgence Not Waiver; Remedies Cumulative	65 
	 10.8	Governing Law	65 
	 10.9	Consent to Jurisdiction	65 
	10.10	Waiver of Jury Trial	65 
	10.11	Specific Performance	65 
	10.12	Counterparts	65 






iii







SCHEDULES  



Schedule 2.7(a) –
Allocations and Payments 



Section 3.1 –
Organization and Qualification 



Section 3.3 – Capitalization 



Section 3.5 – Required
Filings and Consents 



Section 3.9 –
Absence of Certain Changes or Events 



Section 3.11 – Legal
Proceedings: Orders 



Section 3.12(b) –
Material Contracts 



Section 3.13 –
Employee Benefit Matters 



Section 3.14 – Labor
Matters 



Section 3.15 –
Properties 



Section 3.16 – Tax
Matters 



Section 3.18 –
Intellectual Property Matters 



Section 3.21 – FDA
Compliance 



Section 3.22 –
Insurance 



Section 3.25 – Suppliers 



Section 3.26 – Products 



Schedule 6.10 –
Spreadsheet 



Section 6.13(b) –
Indemnification Agreements 



iv







AGREEMENT AND PLAN OF
MERGER 



        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. 



W I T N E S S E T H: 



        WHEREAS,
each of the respective Boards of Directors of Syneron, Merger Sub and Primaeva have
approved this Agreement and the transactions contemplated hereby, and deems it advisable
and in the best interest of their stockholders to enter into this Agreement and consummate
the transactions contemplated hereby, pursuant to which, among other things, at the
Effective Time, Merger Sub will be merged with and into Primaeva (the
“Merger”) in accordance with the terms and conditions of this Agreement
and the applicable provisions of Delaware Law, Primaeva will continue as the surviving
corporation of the Merger and as an indirect wholly owned subsidiary of Syneron and each
share of Primaeva Capital Stock outstanding immediately prior to the Effective Time will
be cancelled and converted into the right to receive the consideration set forth herein,
all upon the terms and subject to the conditions set forth in this Agreement. 



        NOW,
THEREFORE, in consideration of the foregoing premises and the representations, warranties,
covenants and agreements set forth herein, as well as other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, Syneron, Merger Sub and Primaeva hereby agree as follows: 



1









ARTICLE I 





DEFINITIONS AND
INTERPRETATIONS 



    1.1        Certain
Definitions. For all purposes of and under this Agreement, the following capitalized
terms shall have the following respective meanings:  



		    (a)        “Acquisition
Proposal” shall mean any offer or proposal (other           than an offer or
proposal by the other party hereto) relating to any Acquisition           Transaction.  







		    (b)        “Acquisition
Transaction” shall mean any transaction or series           of related
transactions (other than the transactions contemplated by this           Agreement or
expressly permitted by Section 5.2) involving: (i) a merger           or
consolidation of Primaeva in which its shareholders do not retain a majority           of
the voting power in the surviving corporation, (ii) a sale of all or
          substantially all Primaeva’s shares or assets, (iii) declaration or
payment           by Primaeva of a dividend in excess of fifty percent (50%) of the value
of the           assets of Primaeva; or (iv) transfer or grant by Primaeva of a
worldwide,           perpetual exclusive license over all or substantially all of the
Primaeva           Intellectual Property Rights.  







		    (c)        “Affiliate” shall
mean, with respect to any Person, any other           Person which directly or indirectly
controls, is controlled by or is under           common control with such Person. For
purposes of the immediately preceding           sentence, the term “control” (including,
with correlative meanings,           the terms “controlling,” “controlled
by” and “under           common control with”), as used with respect to
any Person, means the           possession, directly or indirectly, of the power to
direct or cause the           direction of the management and policies of such Person,
whether through           ownership of voting securities, by contract or otherwise.  







		    (d)        “Baird
Contingent Payment” shall mean an amount equal to           $350,000, which
shall be paid to Robert W. Baird & Co. from the Milestone I           Payments.  







		    (e)        “Business
Day” shall mean any day, other than a Saturday,           Sunday and any day
which is a legal holiday under the laws of the State of           California or is a day
on which banking institutions located in such State is           authorized or required
by Legal Requirements or other governmental action to           close.  







		    (f)        “Code” shall
mean the Internal Revenue Code of 1986, as           amended.  







		    (g)        “Contract” shall
mean any contract, subcontract, note, bond,           mortgage, indenture, lease,
license, sublicense or other legally binding           agreement, commitment, obligation,
arrangement or understanding, whether oral or           in writing.  







		    (h)        “Core
Technology” shall mean: a main power supply, with a           control unit that
serves as an interface to control RF energy, or an applicator           with a compatible
disposable probe-tissue interface, so long as the main power           supply, control
unit, and/or applicator with compatible disposable probe-tissue           interface were
either developed directly by Primaeva prior to the Closing Date           (MiratoneTM)
or derived from a main power, control unit, or an           applicator with a compatible
disposable probe-tissue interface developed by           Primaeva prior to the Closing
Date.  Alternatively, “Core           Technology” shall also mean any
product that is covered entirely or           partially by one or more allowed or issued
claims of any Primaeva Patent.  







2







		    (i)        “Delaware
Law” shall mean the General Corporation Law of the           State of Delaware
(the “DGCL”) and any other applicable Legal           Requirements of
the State of Delaware.  







		    (j)        “Employee” shall
mean all Persons employed by Primaeva or its           Subsidiaries on a full or
part-time basis, whether on active status or on leaves           of absence.  







		    (k)        “Employee
Benefit Plan” means any “employee pension           benefit plan” covered
under Section 3(2) of ERISA, any “employee           welfare benefit plan” covered
under Section 3(1) of ERISA, and any other           material written or oral plan,
agreement or arrangement involving compensation           or benefits, including
insurance coverage, severance benefits, disability           benefits, deferred
compensation, bonuses, stock options, stock purchase, phantom           stock, stock
appreciation or other forms of fringe benefits, perquisites,           incentive
compensation or post retirement compensation or post employment           compensation
and all material employment, management, consulting, relocation,           repatriation,
expatriation, visa, work permit, change in control, severance or           similar
agreements, written or otherwise, which is or has been maintained,           contributed
to or required to be contributed to for the benefit of, or relating           to, any
current or former employee, officer, director or consultant of Primaeva           or any
Subsidiary of Primaeva or with respect to which Primaeva has or may have           any
Liability.  







		    (l)        “Environmental
Laws” are all laws (including common laws),           directives, guidance,
rules, regulations, orders, treaties, statutes, and codes           promulgated by any
Governmental Authority which prohibit, regulate or control           any Hazardous
Material or any Hazardous Material Activity, including the           Comprehensive
Environmental Response, Compensation, and Liability Act of 1980,           the Resource
Recovery and Conservation Act of 1976, the Federal Water Pollution           Control Act,
the Clean Air Act, the Hazardous Materials Transportation Act, the           Clean Water
Act, and all other similar domestic or foreign Legal Requirements,           all as
amended at any time.  







		    (m)        “ERISA” shall
mean the Employee Retirement Income Security Act           of 1974, as amended, and the
rules and regulations promulgated thereunder, or           any successor statue, rules
and regulations thereto.  







		    (n)        “ERISA
Affiliate” shall mean any entity which is, or at any           applicable time
was, a member of (i) a controlled group of corporations (as           defined in Section
414(b) of the Code), (ii) a group of trades or businesses           under common control
(as defined in Section 414(c) of the Code) or (iii) an           affiliated service group
(as defined under Section 414(m) of the Code or the           regulations under Section
414(o) of the Code), any of which includes or included           Primaeva, or a
Subsidiary of Primaeva, as applicable.  







		    (o)        “Escrow
Amount Share” means, for each Primaeva Stockholder and           Plan
Participant, such Primaeva Stockholder’s or Plan Participant’s           share
of the Indemnification Escrow Amount as set forth opposite such Primaeva
          Stockholder’s or Plan Participant’s name in the applicable column in
Schedule 2.7(a).  







3







		    (p)        “GAAP” shall
mean generally accepted accounting principles, as           applied in the United States.  







		    (q)        “Governmental
Authority” shall mean any government, any           governmental or regulatory
entity or body, department, commission, board, agency           or instrumentality, and
any court, tribunal or judicial body, in each case           whether federal, state,
county, provincial, and whether local or foreign.  







		    (r)        “Gross
Revenue” shall mean (i) gross revenues from products           sold by the
Surviving Company that are developed by Primaeva before the Closing           Date or
derived from such products; (ii) gross revenues from any products sold           by the
Surviving Company that utilize exclusively the Core Technology (iii)           gross
revenues from “Integrated Products Platform” sold by the           Surviving
Company, where, gross revenue shall be calculated as “(A/n) + B +           C”,
where A is the selling revenues paid by the customer for the Integrated
          Products Platform, n is the number of applicators useable with the Integrated
          Products Platform, B is the selling price of an applicator, and C is the
selling           price of a compatible disposable, where, B & C enable the use of
Core           Technology with the Integrated Products Platform provided that the Gross
          Revenues attributed from any sale of an Integrated Product Platform shall not
be           higher than the average price of the Primaeva stand-alone unit price, in
which           case only the average stand-alone unit price shall be added to the Gross
          Revenues.  







		    (s)        “Hazardous
Material” shall mean any material, chemical,           emission, substance or
waste that has been designated by any Governmental           Authority to be radioactive,
toxic, hazardous, corrosive, reactive, explosive,           flammable, a medical or
biological waste, a pollutant or otherwise a danger to           health, reproduction or
the environment, but excluding office and janitorial           supplies.  







		    (t)        “Initial
Payment” shall mean an amount equal to $7,000,000 U.S.           dollars.  







		    (u)        “Initial
Payment Share” means, for each Primaeva Stockholder           and Plan
Participant, such Primaeva Stockholder’s or Plan           Participant’s share
of the Initial Payment as set forth opposite such           Primaeva Stockholder’s
or Plan Participant’s name in the applicable           column in Schedule 2.7(a).  







		    (v)        “Integrated
Products Platform” shall mean a product which           includes the Core
Technology, as well as other “Non-Core           Technologies”.  







		    (w)        “Intellectual
Property Rights” shall mean common law and statutory rights anywhere
in the world arising under or associated with (i) patents, patent applications
and inventors’ certificates and divisions, continuations, renewals,
reissuances and extensions of the foregoing (as applicable) (“Patent”),
(ii) copyrights, copyright registrations and copyright applications, “moral” rights
and mask work rights (“Copyrights”), (iii) trade and
industrial secrets and confidential information and know how (“Trade
Secrets”), (iv) trademarks, trade names and service marks, and any
applications or registration of the same (“Trademarks”), (v)
domain names and Internet addresses (vi) other proprietary rights relating or
with respect to the protection of Technology, and (vii) and any moral rights,
rights of attribution or rights to integrity of works.  







4







		    (x)        “Indemnification
Escrow Amount” shall mean an amount of cash           equal to $700,000.  







		    (y)        “IRS” shall
mean the United States Internal Revenue Service or           any successor thereto.  







		    (z)        “Knowledge,” “to
the Knowledge of” or           “Known” shall mean with respect
to Primaeva, to the extent of           matters which are actually known by Bankim Mehta
or Dany Berube or should           reasonably and customarily be expected to be known by
such individuals in the           ordinary course of the discharge of their
responsibilities or duties on behalf           of or with respect to Primaeva.  







		    (aa)        “Legal
Proceeding” shall mean any action, claim, suit or           litigation by or
before any Governmental Authority.  







		    (bb)        “Legal
Requirements” shall mean applicable domestic or foreign           federal,
state, provincial, local, municipal or other law, statute, treaty,
          constitution, principle of common law, binding resolution, ordinance, code,
          binding edict, decree, directive, order, rule, regulation, ruling or
requirement           issued, enacted, adopted, promulgated, implemented or otherwise put
into effect           by or under the authority of any Governmental Authority.  







		    (cc)        “Liabilities” shall
mean any liability, obligation or           commitment of any kind, whether absolute,
accrued, fixed or contingent, matured           or unmatured, determined or determinable
or otherwise and whether or not           required to be recorded or reflected on a
balance sheet prepared in accordance           with GAAP.  







		    (dd)        “Lien” shall
mean any lien, pledge, hypothecation, charge,           mortgage, security interest,
encumbrance, claim, interference, option, right of           first refusal, preemptive
right, community property interest or restriction of           any nature.  







		    (ee)        “Milestone
I Payment” shall mean for each Primaeva Stockholder           and Plan
Participant, such Primaeva Stockholder’s or Plan           Participant’s
Milestone I Payment as set forth opposite such Primaeva           Stockholder’s or
Plan Participant’s name in the applicable column in Schedule 2.7(a).  







		    (ff)        “Milestone
II Payment” shall mean for each Primaeva Stockholder           and Plan
Participant, such Primaeva Stockholder’s or Plan           Participant’s
Milestone II Payment as set forth opposite such Primaeva           Stockholder’s or
Plan Participant’s name in the applicable column in Schedule 2.7(a).  







		    (gg)        “Milestone
III Payment” shall mean for each Primaeva           Stockholder and Plan
Participant, such Primaeva Stockholder’s or Plan           Participant’s
Milestone III Payment as set forth opposite such Primaeva           Stockholder’s or
Plan Participant’s name in the applicable column in Schedule 2.7(a).  







		    (hh)        “Milestone
Payments” shall mean the Milestone I Payment, the           Milestone II Payment
and the Milestone III Payment.  







5







		    (ii)        “Net
Revenues” means Gross Revenues actually received by the           Surviving
Company (provided that for each applicable product, products provided           for free
or at a discount greater than 40% of the applicable list price shall           not
exceed, (a) 10% of the products sold during the first year after the launch           of
such product, (b) 8% of the products sold during the second year after the
          launch of such product and (c) 6% of the products sold during the third year
          after the launch of such product), less any taxes, export
          fees or duties or similar charges, and shipping, handling or insurance costs.
          Net Revenues shall be calculated in accordance with GAAP.  







		    (jj)        “Ordinary
Course of Business” means the ordinary course of           business consistent
with past custom and practice (including with respect to           quantity and
frequency).  







		    (kk)       “Order” shall
mean any judgment, decision, decree, injunction,           ruling, writ, assessment or
order of any Governmental Authority that is binding           on any Person or its
property under applicable Legal Requirements.  







		    (ll)        “Permitted
Liens” means (i) Liens reflected on the Primaeva           Financial Statements,
(ii) Liens for current taxes not yet due and payable (or           being contested in
good faith by appropriate proceedings and for which adequate           reserves have been
made), (iii) restrictions on transfer generally arising under           federal and state
securities laws, (iv) zoning, entitlement and other land use           and environmental
regulations by any Governmental Authority, (v) statutory or           common law Liens to
secure obligations to landlords, or lessors under leases, or           (vi) deposits or
pledges made in connection with, or to secure payment of,           workers’ compensation,
unemployment insurance or similar programs mandated           by applicable Legal
Requirement.  







		    (mm)     “Person” shall
mean any individual, corporation (including any           non-profit corporation),
limited liability company, joint stock company, general           partnership, limited
partnership, joint venture, estate, trust, firm or other           enterprise,
association, organization, entity or any Governmental Authority.  







		    (nn)       “Plan
Participant” shall mean each Participant as defined in           the Bonus Plan.  







		    (oo)       “Primaeva
Board” shall mean the Board of Directors of Primaeva.  







		    (pp)       “Primaeva
Bylaws” shall mean the Bylaws of Primaeva, as amended           and in effect on
the date hereof and as of the Closing Date.  







		    (qq)       “Primaeva
Capital Stock” shall mean Primaeva Common Stock and           Primaeva Preferred
Stock.  







		    (rr)         “Primaeva
Certificate of Incorporation” shall mean the Restated           Certificate of
Incorporation of Primaeva, as amended and in effect on the date           hereof and as
of the Closing Date.  







		    (ss)        “Primaeva
Common Stock” shall mean the Common Stock, par value           $0.0001 per
share, of Primaeva.  







6







		    (tt)       “Primaeva
Employee Plans” shall mean all Employee Benefit Plans           maintained, or
contributed to by Primaeva or any of its ERISA Affiliates or to           which Primaeva
or any of its ERISA Affiliates is obligated to contribute, or           under which any
of them has or may reasonably be likely to have any liability           for premiums or
benefits or other obligations.  







		    (uu)      “Primaeva
Expenses” means (i) all fees, expenses and costs           incurred on
behalf of Primaeva in connection with the negotiation and           preparation of this
Agreement and the transactions contemplated hereby and           thereby (including
legal, broker and other professional advisor fees, if any)           that remain unpaid
immediately prior to Closing, (ii) any bonus, incentive,           retention,
compensation, non-competition or severance payments to be paid at or           prior to
the Effective Time to any director, officer or employee of Primaeva in
          connection with the transactions contemplated hereby (including the amount of
          any retention bonuses or severance costs pursuant to agreements entered into by
          Primaeva prior to the Closing which are triggered by the transactions
          contemplated hereby) and any payroll taxes incurred by Primaeva in connection
          therewith, and (iii) all other miscellaneous out-of-pocket expenses or
          costs, in each case, incurred by Primaeva in connection with the transactions
          contemplated by this Agreement; provided, however, “Primaeva Expenses”          shall
not include the Baird Contingent Payment.  







		    (vv)      “Primaeva
Expenses Share” means, for each Primaeva Stockholder,           such Primaeva
Stockholder’s share of the Primaeva Expenses as set forth           opposite such
Primaeva Stockholder’s name in the applicable column in Schedule 2.7(a).  







		    (ww)    “Primaeva
Intellectual Property Rights” shall mean Intellectual           Property Rights
that are owned or purported to be owned by or exclusively           licensed to Primaeva.  







		    (xx)      “Primaeva
Material Adverse Effect” shall mean any fact,           circumstance, change or
effect that, individually or when taken together with           all other such facts,
circumstances, changes or effects that exist at the date           of determination of
the occurrence of the Primaeva Material Adverse Effect, has           or is reasonably
likely to have a material adverse effect on the business,           operations, financial
condition, or results of operations of Primaeva,           excluding, alone or in
combination, any adverse effect resulting from or arising           out of (A) the
announcement of the execution of this Agreement or the pendency           of the Merger,
(B) general economic conditions to the extent that such           conditions do not
disproportionately affect Primaeva, as compared to other           companies
participating in the same industry as Primaeva, (C) general conditions           in the
industry in which Primaeva operates to the extent that such conditions do           not
disproportionately affect Primaeva, as compared to other companies
          participating in the same industry as Primaeva, (D) any changes (after the date
          hereof) in GAAP or Legal Requirement applicable to Primaeva, and (E) any action
          or failure to act required to be taken by Primaeva pursuant to the terms of
this           Agreement.  







		    (yy)     “Primaeva
Optionholder” shall mean any holder of Primaeva Stock           Options as of
immediately prior to the Effective Time.  







		    (zz)      “Primaeva
Plan” shall mean the Primaeva 2006 Equity Incentive           Plan.  







		    (aaa)    “Primaeva
Preferred Stock” shall mean the Primaeva Series A           Preferred Stock, the
Primaeva Series B Preferred Stock and the Primaeva Series C           Preferred Stock.  







7







		    (bbb)        “Primaeva
Product” shall mean all products, technologies and           services developed
(including products, technologies and services under           development), owned, made,
provided, distributed, sold or licensed by or on           behalf of Primaeva.  







		    (ccc)        “Primaeva
Restricted Shares” shall mean any shares of Primaeva           Capital Stock
that are unvested or are subject to termination or a repurchase           option,
substantial risk of forfeiture or other similar condition (in each case           giving
effect to any acceleration of vesting or lapse of such option, risk or
          condition due to the consummation of the Merger and the other transactions
          contemplated by this Agreement) under any applicable restricted stock purchase
          agreement or other similar agreement with Primaeva.  







		    (ddd)      “Primaeva
Series A Preferred Stock” shall mean shares of           Primaeva’s Series
A Preferred Stock, par value $0.0001 per share.  







		    (eee)       “Primaeva
Series B Preferred Stock” shall mean shares of the           Primaeva’s
Series B Preferred Stock, par value $0.0001 per share.  







		    (fff)         “Primaeva
Series C Preferred Stock” shall mean shares of           Primaeva’s Series
C Preferred Stock, par value $0.0001 per share.  







		    (ggg)      “Primaeva
Stock Options” shall mean all outstanding options to           purchase shares
of Primaeva Capital Stock issued pursuant to the Primaeva Plan           and listed in Section
3.3(d) of the Primaeva Disclosure Schedule.  







		    (hhh)      “Primaeva
Stockholders” shall mean holders of shares of           Primaeva Capital Stock.  







		    (iii)           “Primaeva
Warrants” shall mean any and all warrants to purchase           shares of
Primaeva Series B Preferred Stock.  







		    (jjj)           “Primaeva
Warrantholder” shall mean any holder of Primaeva           Warrants as of
immediately prior to the Effective Time.  







		    (kkk)       “Registered
Intellectual Property” means any Intellectual           Property Right that is
the subject of a formal application or registration with           any Governmental
Authority (or with respect to domain names, any domain name           registrar)
including (i) issued Patents, (ii) registered Copyrights (including           maskwork
registrations), (iii) registered Trademarks, (iv) domain name           registrations,
and (v) any applications, including provisional applications, for           any of the
foregoing (as applicable).  







		    (lll)          “Securityholder
Representative Reserve” shall mean $150,000,           intended to defray the
costs and expenses of the Securityholder Representative           in connection with its
obligations under this Agreement.  







		    (mmm)     “Securityholder
Representative Reserve Share” means, for each           Primaeva Stockholder and
Plan Participant, such Primaeva Stockholder’s or           Plan Participant’s
share of the Securityholder Representative Reserve set           forth opposite such
Primaeva Stockholder’s or Plan Participant’s name           in the applicable
column in Schedule 2.7(a).  







8







		    (nnn)        “Spreadsheet” shall
have the meaning ascribed to such term in Section 6.10.  







		    (ooo)        “Subsidiary” of
any Person shall mean, with respect to any           party, any corporation or other
organization, whether incorporated or           unincorporated, of which (i) such party
or any other Subsidiary of such party is           a general partner, manager or managing
member, (ii) such party or any Subsidiary           of such party owns in excess of a
majority of the outstanding equity or voting           securities or interests or (iii)
such party or any Subsidiary of such party has           the right to elect at least a
majority of the board of directors or others           performing similar functions with
respect to such corporation or other           organization.  







		    (ppp)        “Superior
Proposal” shall mean any bona fide written           Acquisition Proposal
received subsequent to the date hereof (i) which, if any           cash consideration is
involved, is not subject to any financing contingencies           (and if financing is
required, such financing is then fully committed to the           third party making such
Acquisition Proposal) and (ii) with respect to which the           board of directors of
Primaeva shall have reasonably determined in good faith           (after consultation
with a financial advisor of nationally recognized standing           and its outside
legal counsel, and after taking into account, among other           things, the
financial, legal and regulatory aspects of such Acquisition           Transaction, as
well as any counter-offer or proposal made by Syneron) that (A)           the acquiring
party is reasonably capable of timely consummating the proposed           Acquisition
Transaction on the terms proposed and without unreasonable delay and           (B) the
proposed Acquisition Transaction would, if timely consummated in           accordance
with its terms, be more favorable to the Primaeva stockholders (in           their
capacity as such), from a financial point of view, than the transactions
          contemplated by this Agreement (or any counter offer or proposal made by the
          other party hereto).  







		    (qqq)        “Taxes” shall
mean any and all domestic or foreign, federal,           state, local or other taxes of
any kind (together with any and all interest,           penalties, additions to tax and
additional amounts imposed with respect thereto)           imposed by any Governmental
Authority, including taxes on or with respect to           income, franchises, windfall
or other profits, gross receipts, property, sales,           use, capital stock, payroll,
employment, unemployment, social security,           workers’ compensation or net
worth, taxes in the nature of excise,           withholding, ad valorem or value added,
and any obligations with respect to such           amounts arising as a result of being a
member of an affiliated, consolidated,           combined or unitary group for any period
and including any liability under           applicable law for taxes of a predecessor or
transferor.  







		    (rrr)        “Tax
Return” shall mean any return, report or similar filing           (including the
attached schedules) required to be filed with a Governmental           Authority with
respect to Taxes, including any information return, claim for           refund, amended
return or declaration of estimated Taxes.  







		    (sss)        “Technology” shall
mean any or all of the following tangible           items and any and all instantiations
of the following in any form and embodied           in any media: (i) works of authorship
including computer programs, source code,           executable code, whether embodied in
software, firmware or otherwise,           architecture, documentation, designs, files,
records, and data related to the           foregoing, (ii) inventions (whether or not
patentable), discoveries,           improvements, and technology, (iii) proprietary and
confidential information,           trade secrets and know how, (iv) databases, data
compilations and collections,           and technical data, (v) logos, trade names, trade
dress, trademarks and service           marks, (vi) tools, methods and processes, and
(vii) devices, prototypes,           schematics, breadboards, netlists, mask works, test
methodologies, verilog           files, emulation and simulation reports, test vectors,
and hardware development           tools.  







9







		    (ttt)        “Total
As-Converted Outstanding Common Shares” means the total           number of
shares of Primaeva Common Stock outstanding immediately prior to the           Effective
Time plus the total number of shares of Primaeva Common Stock           issuable
upon the conversion or exercise of any securities convertible into or
          exercisable for Primaeva Common Stock outstanding immediately prior to the
          Effective Time (whether or not then exercisable or subject to vesting),
          including Primaeva Stock Options outstanding immediately prior to the Effective
          Time, shares of Primaeva Preferred Stock outstanding immediately prior to the
          Effective Time and shares of Primaeva Common Stock issuable upon conversion of
          the shares of Primaeva Preferred Stock issuable pursuant to the Primaeva
          Warrants outstanding immediately prior to the Effective Time.  







		    (uuu)        “Total
Consideration” shall mean the Initial Actual Cash           Payments, plus the
Indemnification Escrow Amount, plus the Securityholder           Representative Reserve,
plus the Milestone Payments.  







		    (vvv)        “Syneron
Board” shall mean the Board of Directors of Syneron.  







		    (www)        “Syneron
Articles of Association” shall mean the Syneron           Articles of
Association, as amended and in effect on the date hereof and as of           the Closing
Date.  







		    (xxx)        “Triggering
Event” shall be deemed to have occurred with           respect to a party hereto
if, prior to the Effective Time, any of the following           shall have occurred: (A)
the Primaeva Board or any committee thereof shall have           made a Primaeva Board
Recommendation Change; (B) the Primaeva Board or any           committee thereof shall
have for any reason approved, or recommended that the           Primaeva stockholders
approve any Acquisition Proposal or Acquisition           Transaction (whether or not a
Superior Proposal) with respect to such party; or           (C) Primaeva shall have
entered into a letter of intent, memorandum of           understanding or Contract (other
than a confidentiality agreement contemplated           by Section 6.1(b)) with
respect to any Acquisition Proposal (whether or           not a Superior Proposal).  







    1.2        Certain
Interpretations.  



		    (a)        Unless
otherwise indicated, all references herein to Articles, Sections,           Exhibits or
Schedules shall be deemed to refer to Articles, Sections, Exhibits           or Schedules
of or to this Agreement, as applicable.  







		    (b)        Unless
otherwise indicated, the words “include,” “includes”          and
“including,” when used herein, shall be deemed in each case to be
          followed by the words “without limitation.” 







		    (c)        The
table of contents and headings set forth in this Agreement are for           convenience
of reference purposes only and shall not affect or be deemed to           affect in any
way the meaning or interpretation of this Agreement or any term or           provision
hereof.  







10







		    (d)        When
reference is made herein to a Person, such reference shall be deemed to           include
all direct and indirect Subsidiaries of such Person unless otherwise           indicated
or the context otherwise requires.  







		    (e)        The
parties hereto agree that they have been represented by counsel during the
          negotiation and execution of this Agreement and, therefore, waive the
          application of any Legal Requirement, holding or rule of construction providing
          that ambiguities in an agreement or other document will be construed against
the           party drafting such agreement or document.  









ARTICLE II 



THE MERGER 



    2.1        The
Merger. Upon the terms and subject to the conditions set forth in this Agreement and
the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be
merged with and into Primaeva, the separate corporate existence of Merger Sub shall
thereupon cease and Primaeva shall continue as the surviving entity of the Merger.
Primaeva, as the surviving entity of the Merger, is sometimes referred to herein as the
“Surviving Company.” 



    2.2        The
Closing. The closing of the Merger (the “Closing”) shall take place
at such location, date and time to be agreed upon by Syneron and Primaeva, which date
shall be no later than the second (2nd) Business Day after the satisfaction or
waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the
conditions set forth in Article VII (other than those conditions that by their
terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to
the extent permitted hereunder), of such conditions), or at such other date and time as
Syneron and Primaeva shall mutually agree upon in writing. The date upon which the
Closing actually occurs pursuant hereto is referred to herein as the “Closing Date.” 



    2.3        The
Effective Time. Upon the terms and subject to the conditions set forth in this
Agreement, on the Closing Date, Syneron and Primaeva shall cause the Merger to be
consummated under the DGCL by filing a certificate of merger in customary form and
substance (the “Certificate of Merger”) with the Secretary of State of
the State of Delaware (the “Delaware Secretary of State”) in accordance
with the applicable provisions of Delaware Law. The time of such filing and acceptance by
the Delaware Secretary of State, or such later time as may be agreed in writing by
Syneron and Primaeva and specified in the Certificate of Merger is referred to herein as
the “Effective Time.” 



    2.4        Effect
of the Merger. At the Effective Time, the effect of the Merger shall be as provided
in this Agreement, the Certificate of Merger and the applicable provisions of Delaware
Law. Without limiting the generality of the foregoing, and subject thereto, at the
Effective Time, all the property, rights, privileges, powers and franchises of Primaeva
and Merger Sub shall vest in Primaeva as the Surviving Company, and all debts,
liabilities and duties of Primaeva and Merger Sub shall become the debts, liabilities and
duties of Primaeva as the Surviving Company.  



    2.5        Constituent
Documents of the Surviving Company  



		    (a)        Certificate
of Incorporation of the Surviving Company. Unless otherwise           determined by
Syneron prior to the Effective Time, the certificate of           incorporation of Merger
Sub as in effect immediately prior to the Effective Time           shall be the
certificate of incorporation of the Surviving Company until           thereafter amended
in accordance with Delaware Law and as provided in such           certificate of
incorporation; provided, however, that at the Effective           Time, Article I
of the certificate of incorporation of the Surviving Company           shall be amended
and restated in its entirety to read as follows: “The name           of this
corporation is Primaeva Corporation.” 







11







    2.6        Directors
and Officers. At the Effective Time, the directors and officers of the Surviving
Company shall be the directors and officers of Merger Sub immediately prior to the
Effective Time, each to hold office until their respective successors are duly elected or
appointed and qualified.  



    2.7        Effect
on Capital Stock.  



		    (a)        Capital
Stock of Constituent Companies. Upon the terms and subject to the
          conditions set forth in this Agreement, including the deposit of the
          Indemnification Escrow Amount with the Escrow Agent pursuant to Section
          2.8(b)(ii) and the deposit of the Securityholder Representative Reserve
with           the Securityholder Representative pursuant to Section 2.12 at the
Effective           Time, by virtue of the Merger and without any action on the part of
Syneron,           Merger Sub, Primaeva, or the holders of any of the following
securities, the           following shall occur:  







		    (i)        Merger
Sub Common Stock. At the Effective Time, by virtue of the Merger           and
without any action on the part of any of the parties hereto, each share of
          common stock of Merger Sub issued and outstanding immediately prior to the
          Effective Time shall be converted into a share of common stock of the Surviving
          Company.  







		    (ii)        Primaeva
Capital Stock.  







		    (1)        Subject
to the terms and conditions of this Agreement, as of the Effective Time,           by
virtue of the Merger and without any action on the part of Merger Sub,           Primaeva
or any Primaeva Stockholder, each share of Primaeva Preferred Stock and
          Primaeva Common Stock issued and outstanding immediately prior to the Effective
          Time (other than Dissenting Shares) will be cancelled and extinguished and be
          converted into the right to receive, upon surrender of the certificate
          representing such share of Primaeva Preferred Stock or Primaeva Common Stock in
          the manner set forth in Section 2.8, (i) such Primaeva Stockholder’s
          Initial Payment Share minus (A) such Primaeva Stockholder’s
Primaeva           Expenses Share minus (B) such Primaeva Stockholder’s
Escrow Amount           Share minus (C) such Primaeva Stockholder’s
Securityholder           Representative Reserve Share (the “Stockholder Initial
Actual Cash           Payment”), in accordance with the allocations and payments
listed on Schedule 2.7(a) hereto as updated by the Spreadsheet, (ii) such Primaeva
          Stockholder’s Milestone Payments, if any, pursuant to Section 2.7(a)(iii)
          below, (iii) the right to receive his, her or its pro rata portion of the
          Indemnity Escrow Fund, if any, released from the Escrow Fund when and if
          released pursuant to this Agreement, and (iv) the right to receive his, her or
          its pro rata portion of the Securityholder Representative Reserve, in any, when
          and if released pursuant to this Agreement.  







12







		    (2)        Subject
to the terms and conditions of this Agreement, as of the Effective Time,           by
virtue of the Merger, each Plan Participant shall have the right to receive
          such Plan Participant’s Initial Payment Share minus (A) such Plan
          Participant’s Escrow Amount Share minus (B) such Plan
          Participant’s Securityholder Representative Reserve Share (the
          “Plan Participant Initial Actual Cash Payment” and together
          with the “Stockholder Initial Actual Cash Payment,” the
          “Initial Actual Cash Payment”), in accordance with the
          allocations and payments listed on Schedule 2.7(a) hereto as updated by
          the Spreadsheet, (ii) such Plan Participant’s Milestone Payments, if any,
          pursuant to Section 2.7(a)(iii) below, (iii) the right to receive his, her or
          its pro rata portion of the Indemnity Escrow Fund, if any, released from the
          Escrow Fund when and if released pursuant to this Agreement, and (iv) the right
          to receive his, her or its pro rata portion of the Securityholder
Representative           Reserve, if any, when and if released pursuant to this
Agreement.  







		    (iii)        Milestone
Payments.  







		    (1)        Upon
the Surviving Company reaching the following Milestones, provided that such
          Milestone is reached on or before December 31, 2012, each Primaeva Stockholder
          and each Plan Participant shall have the right to receive Milestone Payments as
          follows:  







		    (A)        Upon
the Surviving Company reaching total aggregate Net Revenues of ten (10)           million
U.S. dollars ($10,000,000) (“Milestone I”), an amount           in cash
equal to such Primaeva Stockholder’s or Plan Participant’s           Milestone
I Payment, as applicable, in accordance with the allocations and           payments
listed on Schedule 2.7(a) hereto as updated by the Spreadsheet.           For
avoidance of doubt, the total Milestone I Payments to all Primaeva           Stockholders
and Plan Participants (plus the Baird Contingent Payment to be made           pursuant to
Section 6.15) shall equal $3,000,000 U.S. dollars.  







		    (B)        Upon
the Surviving Company reaching total aggregate Net Revenues of thirty (30)
          million U.S. dollars ($30,000,000) (“Milestone II”), an amount
          in cash equal to such Primaeva Stockholder’s or Plan Participant’s
          Milestone II Payment, as applicable, in accordance with the allocations and
          payments listed on Schedule 2.7(a) hereto as updated by the Spreadsheet.
          For avoidance of doubt, the total Milestone II Payments to all Primaeva
          Stockholders and Plan Participants shall equal $10,000,000 U.S. dollars.  







		    (C)        Upon
the Surviving Company reaching total aggregate Net Revenues of sixty (60)
million U.S. dollars ($60,000,000) (“Milestone III” and,
together with Milestone II and Milestone II, the “Milestones”), an
amount in cash equal to such Primaeva Stockholder’s or Plan
Participant’s Milestone III Payment, as applicable, in accordance with the
allocations and payments listed on Schedule 2.7(a) hereto as updated by
the Spreadsheet. For avoidance of doubt, the total Milestone III Payments to
all Primaeva Stockholders and Plan Participants shall equal $10,000,000 U.S.
dollars.  







		    (2)        As
promptly as practical following the end of each of the calendar years 2010,
          2011 and 2012, but not later than ninety (90) days following the end of such
          calendar years, Syneron shall prepare and deliver to the Securityholder
          Representative schedules calculating in reasonable detail the Milestone Payment
          and Net Revenues as of the end of such calendar year (collectively, the
          “Milestone Payment Calculation Documents”). Syneron shall provide the
          Securityholder Representative or its representative, provided the
Securityholder           Representative or its representative, as applicable, will sign a
non-disclosure           agreement reasonably acceptable to Syneron, reasonable access
during normal           business hours to Syneron’s books and records and working
papers relevant           to determining the Net Revenues and the Milestone Payment for
the purpose of           permitting the Securityholder Representative to review the
calculation of           Milestone Payment and Net Revenue set forth on the Milestone
Payment Calculation           Documents. Syneron shall maintain its books and records in
such a manner so as           to permit the Securityholder Representative or its
representative to calculate,           or reconstruct Syneron’s calculation of,
Milestone Payment and Net Revenue.  







13







		    (3)        Unless
within the 35-day period following Syneron’s delivery of the           Milestone
Payment Calculation Documents the Securityholder Representative has           delivered a
written notice to Syneron (the “Milestone Payment Notice”)
          disagreeing with the computation of the Milestone Payment set forth in the
          Milestone Payment Calculation Documents, and setting forth, in reasonable
          detail, the principal basis for the dispute of such calculation (each
          calculation of a component of Milestone Payment so disputed, an “Item of
          Dispute”), the Milestone Payment Calculation Documents shall be conclusive
          and binding upon the parties. If the Securityholder Representative delivers a
          Milestone Payment Notice to Syneron within such 35-day period, then Syneron and
          the Securityholder Representative shall use reasonable, good-faith efforts to
          resolve their differences concerning the Items of Dispute, and if any Item of
          Dispute is so resolved, the Milestone Payment Calculation Documents shall be
          modified as necessary to reflect such resolution. If any Item of Dispute
remains           unresolved after 45 days from Syneron’s receipt of the Dispute
Notice,           Syneron and the Securityholder Representative shall retain a neutral
nationally           recognized certified public accounting firm, jointly selected by the
          Securityholder Representative and Syneron (the “Accounting Firm”) to
          resolve such remaining Items of Dispute. Syneron and the Securityholder
          Representative shall request that the Accounting Firm render a determination as
          to each unresolved Item of Dispute (and as to no other matter) within 45 days
of           its retention, and Syneron and the Securityholder Representative shall
cooperate           fully with the Accounting Firm so as to enable it to make such
determination as           quickly and as accurately as practicable. The Accounting Firm’s
          determination as to each Item of Dispute submitted to it shall be in writing,
          shall conform with this Section 2.7 and shall be conclusive and binding upon
the           parties, absent manifest error. In performing its calculations, the
Accounting           Firm shall be limited to addressing any unresolved Items of Dispute
referred to           in the Milestone Payment Notice. The Milestone Payment Calculation
Documents           shall be modified as necessary to reflect such determination. The
fees, costs           and expenses of the Accounting Firm shall be paid by (i) the
Securityholder           Representative in the proportion that the aggregate dollar
amount of the Items           of Dispute so submitted that are unsuccessfully disputed by
the Securityholder           Representative (as finally determined by the Accounting
Firm) bears to the           aggregate dollar amount of all Items of Dispute so submitted
(as finally           determined by the Accounting Firm) and (ii) Syneron in the
proportion that the           aggregate dollar amount of the Items of Dispute so
submitted that are           successfully disputed by the Securityholder Representative
(as finally           determined by the Accounting Firm) bears to the aggregate dollar
amount of all           Items of Dispute so submitted (as finally determined by the
Accounting Firm).  







		    (4)        Within
15 days after the Milestone Payment Calculation Documents and the           Milestone
Payment have been finally determined in accordance with this Section           2.7,
Syneron shall deliver the Milestone Payment to each Primaeva Stockholder in
          accordance with Section 2.7(a)(iii).  







14







		    (5)        Notwithstanding
the foregoing, in the event of the occurrence of any           Acceleration Event,
Syneron shall promptly pay one-half of the Adjusted Excess           Payment (as defined
below) (the “Acceleration Payment”) to the           Primaeva
Stockholders and Plan Participants in accordance with the allocations           of Schedule
2.7(a) as updated by the Spreadsheet; provided that prior           thereto, the
Securityholder Representative shall have revised Schedule           2.7(a) as
updated by the Spreadsheet to the extent necessary to reflect the           distribution
of the Acceleration Payment in accordance with the provisions of           the Primaeva
Certificate of Incorporation and the Bonus Plan, each as in effect           as of the
Closing Date. In the event the Acceleration Payment plus the           amount of
any and all previously paid Milestone Payment is less than $23           million, the
Purchaser (as defined below) shall assume the obligations to make           any unpaid
Milestone Payments pursuant to the terms of this Agreement, provided           that the
Milestone Payments so assumed shall be reduced by an amount equal to           the
Acceleration Payment.  







		    (A)        An
“Acceleration Event” shall mean the consummation, on or           before
December 31, 2012, of any transaction or series of related transactions           with
any Person (the “Purchaser”) (i) resulting in (x) the
          sale of all or substantially all of the assets of the Surviving Company to the
          Purchaser, (y) the Surviving Company becoming, directly or indirectly, a
          controlled Affiliate of the Purchaser, or (z) an exclusive license being
granted           to the Purchaser to use all or substantially all the Core Technology,
and (ii)           involving the payment of consideration in excess of $7 million (the
          “Acceleration Event Consideration”) (provided any non-cash
          component of such consideration shall be valued at its fair market value as
          agreed in good faith to by Syneron and the Securityholder Representative) (the
          amount by which the Acceleration Event Consideration exceeds $7 million, the
          “Excess Payment”); for avoidance of doubt, a sale of all or
          substantially all the shares or assets of Syneron or a merger or consolidation
          of Syneron in which its shareholders do not retain a majority of the voting
          power in the surviving corporation shall not be considered an “Acceleration
          Event.” 







		    (B)        “Adjusted
Excess Payment” shall mean the Excess Payment less the amount of any
Milestone Payments previously made.  







		    (C)        In
no event shall the Acceleration Payment plus the amounts of all previously           paid
Milestone Payments exceed $23 million.  







		    (6)        Any
amount payable under Section 2.7(a)(iii)(4) or Section 2.7(a)(iii)(5) shall           be
accompanied by interest thereon calculated at the Discount Rate for the           period
beginning, in the case of Section 2.7(a)(iii)(4), on the date the           relevant
Milestone is determined to have been achieved, and in the case of           Section
2.7(a)(iii)(5), on the date of the Acceleration Event, and ending, in           each
case, on the date the payment in respect thereof is made, if the payment is           not
made within 30 days of the date the relevant Milestone is determined to have
          been achieved or the date of the Acceleration Event, as applicable, subject to
          the Securityholder Representative delivering a notice to Syneron to that effect
          at least 5 days prior to the end of the 30 day period.  







15







		    (7)        For
purposes of this Agreement, the “Discount Rate” shall mean           the
rate of interest published from time to time as the “prime rate”          in
The Wall Street Journal under the heading Money Rates; provided, however,           that
(i) if more than one such “prime rate” is published therein, the
          Discount Rate shall be the highest such rate and (ii) if the “prime
          rate” is no longer published therein, the Discount Rate shall be a
          substantially comparable index.  







		    (b)        Treatment
of Primaeva Stock Options.  







		    (i)        No
outstanding Primaeva Stock Options shall be assumed, continued or substituted
          for by Syneron.  







		    (ii)        Contingent
upon the effectiveness of the Merger, each outstanding Primaeva Stock           Option
shall become vested and exercisable with respect to all of the shares of
          Primaeva Common Stock subject thereto. Any Primaeva Stock Option that is not
          exercised prior to the Effective Time shall terminate and expire as of
          immediately prior to the Effective Time.  







		    (c)        Treatment
of Primaeva Warrants.  







		    (i)        Syneron
shall not assume any Primaeva Warrants in connection with the           transactions
contemplated hereby.  







		    (ii)        All
Primaeva Warrants that are not exercised prior to the Effective Time will
          terminate and expire as of the Effective Time.  







		    (d)        Treatment
of Restricted Shares. As of immediately prior to the Effective           Time, and
contingent upon the effectiveness of the Merger, each Primaeva           Restricted Share
shall become fully vested, and any reacquisition or repurchase           rights held by
Primaeva with respect to such Primaeva Restricted Share shall           lapse and such
vested Primaeva Restricted Shares shall be treated in accordance           with Section
2.7(a)(ii) above.  







		    (e)        Carve
Out Plan. At the Effective Time, Syneron shall assume           Primaeva’s
obligations to make payments to the Plan           Participants based on the
transactions contemplated by this           Agreement  (and only with respect to such
          transactions) under the Primaeva Management and Employee Carve-Out Bonus
          Plan (the “Bonus Plan”) and, as the successor to Primaeva, Syneron
          shall make such payments to the Plan Participants reflected in this
          Agreement on the terms and conditions of the Bonus Plan as if an original
          party thereto.  







    2.8        Exchange
of Certificates.  



		    (a)        Paying
Agent. U.S. Bank National Association shall act as the paying           agent for the
Merger (the “Paying Agent”).  







16







		    (b)        Syneron
to Provide Cash.  







		    (i)        Initial
Actual Cash Payment.  







		    (1)        At
the Effective Time, Syneron shall make available to the Paying Agent for
          exchange in accordance with this Article II, the Stockholder Initial
          Actual Cash Payments payable pursuant to Section 2.7(a). Any cash
          deposited with the Paying Agent shall hereinafter be referred to as the “Exchange
Fund.” 







		    (2)        As
soon as reasonably practical after the Effective Time, Syneron shall, or           shall
cause the Surviving Company to, pay to the Plan Participants the amount of           the
Plan Participant Initial Actual Cash Payment to which such Plan Participant           is
entitled pursuant to Section 2.7(a).  







		    (ii)        Escrow
Amount Deposit. At the Effective Time, Syneron shall deposit with           the
Escrow Agent an amount of cash equal to the Indemnification Escrow Amount.  







		    (iii)        Securityholder
Representative Reserve Deposit. At the Effective time,           Syneron shall
disburse the Securityholder Representative Reserve in accordance           with Section
2.12.  







		    (c)        Letter
of Transmittal to Primaeva Stockholders. Syneron shall use           commercially
reasonable efforts to cause the Paying Agent as soon as practicable           after the
Effective Time but in no event later than three (3) days thereafter,           to send to
each Person who was, at the Effective Time, a holder of record of           certificates
that represented outstanding Primaeva Capital Stock (the           “Certificates”),
a letter of transmittal (a “Letter of           Transmittal”), the form
of which shall have been reviewed and consented           to by Primaeva prior to the
Closing, that (i) shall specify that delivery shall           be effected and risk of
loss and title to such Certificates shall pass, only           upon actual delivery
thereof to the Paying Agent and (ii) shall contain           instructions for use in
effecting the surrender of the Certificates. Upon           surrender to the Paying Agent
of the Certificate for cancellation, together with           the Letter of Transmittal
duly executed, such holder shall be entitled to           receive in exchange therefor
the amount of Stockholder Initial Actual Cash           Payment to which such holder is
entitled pursuant to Section 2.7(a), and the           Certificates so surrendered shall
then be canceled. Until surrendered as           contemplated by this Section 2.8(c),
each Certificate, from and after the           Effective Time, shall be deemed to
represent only the right to receive, upon           such surrender, the portion of the
Total Consideration, if any, into which such           Primaeva Capital Stock shall have
been converted.  







		    (d)        Required
Withholding. Each of the Paying Agent, Syneron and the Surviving           Company
shall be entitled to deduct and withhold from any consideration payable           or
otherwise deliverable pursuant to this Agreement such amounts as may be
          required to be deducted or withheld therefrom under applicable Legal
          Requirements relating to Taxes. To the extent that such amounts are so deducted
          or withheld and paid to the appropriate Governmental Authority or Governmental
          Authorities, such amounts shall be treated for all purposes under this
Agreement           as having been paid to the Person to whom such amounts would
otherwise have been           paid.  







17







		    (e)        No
Liability. Notwithstanding anything to the contrary set forth in this
          Agreement, none of the Paying Agent, Syneron, the Surviving Company or any
other           party hereto shall be liable to a holder of Primaeva Capital Stock for
any           amount properly paid to a public official pursuant to any applicable
abandoned           property, escheat or other similar Legal Requirement.  







		    (f)        Termination
of Exchange Fund. Any portion of the Exchange Fund which           remains
undistributed to the holders of Certificates twelve (12) months after           the
Effective Time shall, at the request of the Surviving Company, be delivered           to
the Surviving Company or otherwise according to the instruction of the
          Surviving Company, and any holders of the Certificates who have not surrendered
          such Certificates in compliance with this Section 2.8 shall after such
          delivery to the Surviving Company look only to the Surviving Company for
          delivery or payment of the Stockholder Initial Actual Cash Payment issuable in
          respect thereof pursuant to Section 2.7(a).  







    2.9        No
Further Ownership Rights in Primaeva Capital Stock. From and after the Effective
Time, all shares of Primaeva Capital Stock shall no longer be outstanding and shall
automatically be cancelled, retired and cease to exist, and each holder of a Certificate
theretofore representing any shares of Primaeva Capital Stock shall cease to have any
rights with respect thereto, except the right to receive the portion of the Total
Consideration, if any, payable in respect thereof under this Agreement.  



    2.10        Lost,
Stolen or Destroyed Certificates. In the event that any Certificates shall have been
lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen
or destroyed Certificates, upon the making of an affidavit of that fact by the holder
thereof, the Stockholder Initial Actual Cash Payment issuable in respect thereof pursuant
to Section 2.7(a); provided, however, that Syneron may, in its discretion
and as a condition precedent to the issuance thereof, require the owners of such lost,
stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably
direct as indemnity against any claim that may be made against Syneron, the Surviving
Company or the Paying Agent with respect to the Certificates alleged to have been lost,
stolen or destroyed.  



    2.11        Appraisal
Rights.  



		    (a)        Notwithstanding
any other provisions of this Agreement to the contrary, any           shares of Primaeva
Capital Stock held by a Primaeva Stockholder who has properly           exercised its
dissenters or appraisal rights under Delaware Law and who has not           effectively
withdrawn or lost such Primaeva Stockholder’s appraisal rights           under
Delaware Law (any such shares, the “Dissenting Shares”)           shall
not be converted into or represent a right to receive the applicable Total
          Consideration, if any, for such Primaeva Stockholder’s shares of Primaeva
          Capital Stock set forth in Section 2.7(a) hereof, but in lieu thereof,
          such Primaeva Stockholder shall be entitled to such appraisal rights as are
          provided by Delaware Law.  







		    (b)        Notwithstanding
the provisions of Section 2.11(a) hereof, if any holder           of Dissenting
Shares shall effectively withdraw or lose (through failure to           perfect or
otherwise) such holder’s appraisal rights under Delaware Law,           then, as of
the later of the Effective Time and the occurrence of such event,           such holder’s
shares shall automatically be converted into and represent           only the right to
receive the portion of the Total Consideration, if any, for           Primaeva Capital
Stock, as applicable, set forth in Section 2.7(a)          hereof, without
interest thereon, and upon surrender of the Certificate           representing such
shares in accordance with the terms of Section 2.8          hereof.  







18







		    (c)        Primaeva
shall give Syneron (i) prompt notice of any written demand for           appraisal or
other payment received by Primaeva pursuant to the applicable           provisions of
Delaware Law, and (ii) the opportunity to participate in all           negotiations and
proceedings with respect to such demands. Primaeva shall not,           except with the
prior written consent of Syneron, which consent shall not be           unreasonably
withheld, make any payment with respect to any such demands or           offer to settle
or settle any such demands. Any communication to be made by           Primaeva to any
Primaeva Stockholder with respect to such demands shall be           submitted to Syneron
in advance and shall not be presented to any Primaeva           Stockholder prior to
Primaeva receiving Syneron consent, which consent shall not           be unreasonably
withheld. Notwithstanding the foregoing, to the extent that           Syneron, the
Surviving Company or Primaeva (i) makes any payment or payments in           respect of
any Dissenting Shares in excess of the value of the portion of the           Total
Consideration, if any, that otherwise would be payable in respect of such
          shares in accordance with this Agreement or (ii) incurs any Losses (including
          attorneys’ and consultants’ fees, costs and expenses and including
any           such fees, costs and expenses incurred in connection with investigating,
          defending against or settling any action or proceeding) in respect of any
          Dissenting Shares (excluding payments for such shares) ((i) and (ii) together
          “Dissenting Share Payments”), Syneron shall be entitled to
          recover under the terms of Article VIII hereof the amount of such
          Dissenting Share Payments, provided that, in connection with any Dissenting
          Share Payments, unless such payment is to be made under any Order, the
          Securityholder Representative has consented to such payment.  







    2.12        Securityholder
Representative Reserve. At the Closing, Syneron shall cause to be deposited, in an
account designated by the Securityholder Representative, the Securityholder
Representative Reserve. The Securityholder Representative Reserve (and earnings thereon)
may be applied as the Securityholder Representative, in its sole discretion, determines
appropriate to defray, offset, or pay any charges, fees, costs, liabilities or expenses
of the Securityholder Representative incurred in connection with the transactions
contemplated by this Agreement or the Escrow Agreement. The balance of the Securityholder
Representative Reserve held pursuant to this Section 2.12, if any, and any income earned
thereon, shall be distributed to the Primaeva Stockholders and Plan Participants in
accordance with the allocations of Schedule 2.7(a) as updated by the Spreadsheet;
provided that prior thereto, the Securityholder Representative shall, with 15 days’ prior
written notice to Syneron, have revised Schedule 2.7(a) as updated by the
Spreadsheet to the extent necessary to reflect the distribution of such amount in
accordance with the provisions of the Primaeva Certificate of Incorporation and/or the
Bonus Plan, each as in effect as of the Closing Date, unless Syneron has disputed
that such revision is required by the provision of the Primaeva Certificate of
Incorporation and/or the Bonus Plan, in which event the parties shall in good faith
attempt to resolve such dispute through discussion. If the Securityholder Representative
and Syneron are unable to resolve such dispute within 15 days of the date Syneron has
first disputed the revision, either party may demand arbitration of the matter and shall
follow the applicable arbitration procedures set forth in Section 8.4(f). The
Securityholder Representative shall deliver any amounts to be distributed to the Plan
Participants pursuant to this Section 2.12 to the Surviving Company, or to any other U.S.
subsidiary of Syneron designated by Syneron, which shall then distribute the amounts to
the Plan Participants as soon as reasonably practicable, provided it shall be entitled to
withhold such amounts as may be required to be deducted or withheld therefrom under
applicable Legal Requirements relating to Taxes as an obligation of the Plan Participants
as provided in Section 2.8(e). Notwithstanding the foregoing, the Securityholder
Representative Reserve shall only be so distributed when the Securityholder
Representative determines, in its sole discretion, that such distribution is appropriate.
Syneron and the Surviving Company shall have no liability or responsibility to the
Primaeva Stockholders with respect to the Securityholder Representative Reserve or the
actions and responsibilities of the Securityholder Representative contemplated by this
Section 2.12.  



19







    2.13        Further
Action. If, at any time after the Effective Time, any further action is necessary or
desirable to carry out the purposes or intent of this Agreement and to vest the Surviving
Company with full right, title and possession to all assets, property, rights,
privileges, powers and franchises of Primaeva and Merger Sub, the directors and officers
of Syneron and the Surviving Company shall have the authority to take all such lawful and
necessary action.  





ARTICLE III 



REPRESENTATIONS AND
WARRANTIES OF PRIMAEVA 



        Except
as set forth in the disclosure schedule delivered by Primaeva to Syneron dated as of the
date hereof (the “Primaeva Disclosure Schedule”), which expressly
identifies the Section (or, if applicable, subsection) to which such exception relates
(it being understood and hereby agreed that any disclosure in the Primaeva Disclosure
Schedule relating to one Section or subsection shall also apply to any other Sections and
subsections if and to the extent that it is reasonably apparent on the face of such
disclosure (without reference to the underlying documents referenced therein) that such
disclosure also relates to such other Sections or subsections), Primaeva hereby
represents and warrants to Syneron and Merger Sub as of the date hereof and as of the
Closing Date as follows:  




    3.1        Organization
and Qualification. Primaeva is a corporation duly organized, validly existing and in
good standing under the Laws of the State of Delaware. Primaeva is duly authorized to
conduct business and is in good standing under the laws of each jurisdiction where such
qualification is required, unless where failure to do so would not cause a Primaeva
Material Adverse Effect. Primaeva has all necessary corporate or similar power and
authority: (a) to conduct its business in the manner in which its business is
currently being conducted, (b) to own and use its assets in the manner in which its
assets are currently owned and used and (c) to perform its obligations under any
Contract by which it is bound. Primaeva has delivered to Syneron accurate and complete
copies of (i) Primaeva Certificate of Incorporation (including all amendment
thereto) and Primaeva Bylaws (including all amendment thereto), and other charter,
organizational or governing documents of Primaeva, each as amended and in effect as of
the date hereof and as of the Closing Date, and (ii) registry of shareholders and
copies of all minutes and other records of the meetings and other proceedings,
resolutions and other actions of Primaeva’s shareholders and the Primaeva Board (and
all committees thereof) of Primaeva. The current officers and directors of Primaeva,
including their titles and a designation of the Chairman of Primaeva Board, are set forth
in Section 3.1 of the Primaeva Disclosure Schedule. To Primaeva’s Knowledge,
there has not been any violation of any of the provisions of any of Primaeva Certificate
of Incorporation, Bylaws or other charter, organizational or governing documents of
Primaeva, and Primaeva has not taken any action that is inconsistent with any resolution
adopted by the shareholders of Primaeva or the Primaeva Board (including any committee
thereof).  



20







    3.2        Subsidiaries.
Primaeva has no Subsidiaries. Primaeva (i) does not own, directly or indirectly, any
interest or investment in the form of debt, equity or capital stock in, or is subject to
any Contract to provide for or to make any such interest or investment in, any other
Person and (ii) has not, and has not been at any time, a participant in any joint
venture, partnership or similar arrangement with any other Person.  



    3.3        Capitalization.  



		    (a)        The
authorized capital stock of Primaeva consists of 10,554,569 shares of           Primaeva
Common Stock, of which 1,171,520 shares are issued and outstanding as           of the
date hereof, 1,250,000 shares of Primaeva Series A Preferred Stock,           1,250,000
shares of which are issued and outstanding as of the date hereof,           3,556,250
shares of Primaeva Series B Preferred Stock, 3,500,000 shares of which           are
issued and outstanding as of the date hereof, and 3,000,000 shares of           Primaeva
Series C Preferred Stock, 3,000,000 shares of which are issued and           outstanding
as of the date hereof.  As of the date hereof, the           capitalization of
Primaeva is as set forth in Section 3.3(a) of the           Primaeva Disclosure
Schedule.  The Primaeva Capital Stock is held as of the           date hereof by the
Persons in the amounts set forth in Section 3.3(a) of           the Primaeva
Disclosure Schedule which further sets forth for each such Person           the number of
shares held, class and/or series of such shares and the number of           the
applicable stock certificates representing such shares as of the date           hereof.  All
outstanding shares of Primaeva Capital Stock are (and each           Share of Primaeva
Capital Stock issued upon exercise of any Primaeva Option or           Primaeva Warrant
(if exercised prior to the Closing) will be) duly authorized,           validly issued,
fully paid and non-assessable and, except as set forth in Section 3.3(a) of the
Primaeva Disclosure Schedule are not subject to           preemptive rights created by
statute, the Primaeva Certificate of Incorporation           or Primaeva Bylaws, or any
agreement to which Primaeva is a party or by which it           is bound.  







		    (b)        All
outstanding shares of Primaeva Capital Stock (including each Share of           Primaeva
Capital Stock issued upon exercise of any Primaeva Stock Option and           Primaeva
Warrants (if exercised prior to the Closing)), Primaeva Stock Options           and
Primaeva Warrants have been issued in compliance with all applicable Legal
          Requirements, including federal and state securities laws, were issued in
          accordance with any right of first refusal or similar right or limitation,
          including those in the Primaeva Charter Documents. No Primaeva Stockholder has
          exercised any right of redemption, if any, provided in the Primaeva Certificate
          of Incorporation with respect to shares of Primaeva Preferred Stock, and
          Primaeva has not received notice that any Primaeva Stockholder intends to
          exercise such rights. There are no declared or accrued but unpaid dividends
with           respect to any shares of Primaeva Capital Stock. Primaeva has no other
capital           stock authorized, issued or outstanding other than as set forth in this
Section 3.3. Each share of Primaeva Preferred Stock is convertible into
          one Share of Primaeva Common Stock.  







		    (c)        Section
3.3(c) of the Disclosure Schedule sets forth for all holders of           Primaeva
Restricted Shares as of the date hereof, the name of such holder of           such
Primaeva Restricted Shares, the repurchase price of such Primaeva           Restricted
Shares, and the vesting schedule for such Primaeva Restricted Shares,           including
the extent vested as of the date hereof and whether and to what extent           the
vesting of such Primaeva Restricted Shares will be accelerated by the
          transactions contemplated by this Agreement and whether or not the Restricted
          Shares were issued under the Primaeva Plan. Primaeva has delivered to Syneron
          accurate and complete copies of all agreements and instruments relating to such
          Primaeva Restricted Shares and such agreement and instruments have not been
          amended, modified or supplemented, and, as of the date hereof, there are no
          agreements to amend, modify or supplement such agreements or instruments.  







21







		    (d)        Primaeva
has reserved 1,598,318 shares of Primaeva Common Stock for issuance to
          employees and directors of, and consultants to, Primaeva upon the issuance of
          stock or the exercise of options granted under the Primaeva Plan, of which
          237,264 shares are issuable, as of the date hereof, upon the exercise of
          outstanding, unexercised options (other than options exercised in connection
          with the Merger) granted under the Primaeva Plan Section 3.3(d) of the
          Primaeva Disclosure Schedule sets forth for each Primaeva Stock Option and
          Primaeva Warrant outstanding as of the date hereof the name of the holder of
          such option or warrant, the class or series of Primaeva Capital Stock issuable
          upon exercise of such option or warrant, the number of shares of Primaeva
          Capital Stock issuable upon the exercise of such option or warrant, the vesting
          schedule for such option or warrant, the number of shares vested and unvested
as           of the date hereof, the exercise price of such option or warrant, the date
of           grant of such option or warrant, whether such option is a nonstatutory
option or           intended to qualify as an incentive stock option as defined in
Section 422 of           the Code, whether such option is early exercisable and any terms
relating to           acceleration of vesting with respect to such option or warrant.
True and           complete copies of all agreements and instruments relating to or
issued under           the Primaeva Plan and in effect as of the date hereof have been
provided or made           available to Syneron, and, except as provided or made
available to Syneron, such           agreements and instruments have not been amended,
modified or supplemented, and,           as of the date hereof, there are no agreements
to amend, modify or supplement           such agreements or instruments.  







		    (e)        There
are no outstanding loans made by Primaeva to any Primaeva Stockholder.  







		    (f)        As
of the date hereof, an aggregate of 56,250 shares of Primaeva Series B
          Preferred Stock are issuable upon the exercise of outstanding Primaeva
Warrants.           Except for the Primaeva Stock Options and Primaeva Warrants, as of
the date           hereof, there are no options, warrants, calls, rights, convertible
securities,           commitments or agreements of any character, written or oral, to
which Primaeva           is a party or by which Primaeva is bound obligating Primaeva to
issue, deliver,           sell, repurchase or redeem, or cause to be issued, delivered,
sold, repurchased           or redeemed, any shares of the capital stock of Primaeva or
obligating Primaeva           to grant, extend, accelerate the vesting of, change the
price of, otherwise           amend or enter into any such option, warrant, call, right,
commitment or           agreement. There are no outstanding or authorized stock
appreciation, phantom           stock, profit participation, or other similar rights with
respect to Primaeva as           of the date hereof. Except as contemplated hereby or as
set forth in Section           3.3(f) of the Primaeva Disclosure Schedule, there
are no voting trusts,           proxies, or other agreements or understandings with
respect to the voting stock           of Primaeva. Except as set forth in Section
3.3(f) of the Primaeva           Disclosure Schedule, there are no agreements to
which Primaeva is a party           relating to the registration, sale or transfer
(including agreements relating to           rights of first refusal, co-sale rights or
“drag-along” rights) of any           Primaeva Capital Stock.  







22







    3.4        Authority;
Requisite Primaeva Stockholder Approval.  



		    (a)        Primaeva
has necessary corporate power and authority to execute and deliver this
          Agreement, subject only to the approval of the stockholders of Primaeva as
          described below, to consummate the transactions contemplated hereby and
thereby.           The execution and delivery of this Agreement and the consummation of
the           transactions contemplated hereby have been duly and validly approved by the
          Primaeva Board. As of the date of this Agreement, the Primaeva Board has
          determined by unanimous vote of the directors that this Agreement, and the
          transactions contemplated hereby (including the Merger) are advisable and in
the           best interests of the Primaeva Stockholders and has by unanimous vote of
the           directors determined to recommend that the Primaeva Stockholders adopt this
          Agreement (the “Primaeva Voting Proposal”). The action taken
by           the Primaeva Board constitutes approval of the Merger and the other
transactions           contemplated hereby by the Primaeva Board under the provisions of
Section 203 of           the DGCL such that Section 203 of the DGCL does not apply to the
Agreement or           the transactions contemplated hereby and thereby. This Agreement
has been duly           and validly executed and delivered by Primaeva, and assuming due
authorization,           execution and delivery by Syneron and Merger Sub and the other
parties thereto,           this Agreement constitutes a valid and binding obligation of
Primaeva,           enforceable against Primaeva in accordance with its terms.  







		    (b)        Except
for the approval of the Primaeva Stockholders pursuant to applicable           Legal
Requirements and the Primaeva Certificate of Incorporation (the           “Requisite
Primaeva Stockholder Approval”), no other corporate           proceedings on the
part of Primaeva are necessary to approve or adopt this           Agreement under
applicable Legal Requirements and to consummate the transactions           contemplated
hereby.  







    3.5        Required
Filings and Consents.  



		    (a)        The
execution and delivery by Primaeva of this Agreement do not, and the
          performance by Primaeva of its covenants and agreements under this Agreement
and           the consummation by Primaeva of the transactions contemplated by hereby
will           not, (i) assuming receipt of the Requisite Primaeva Stockholder Approval,
          conflict with or violate the Primaeva Certificate of Incorporation or Primaeva
          Bylaws, (ii) conflict with or violate any Legal Requirements applicable to
          Primaeva or by which its or any of their respective properties is bound or
          affected, (iii) except as set forth on Section 3.5(a) of the Primaeva
Disclosure           Schedule, require notice to or the consent of any Person under,
result in any           breach of or constitute a default (or an event that with notice
or lapse of time           or both would become a default), or impair Primaeva’s
rights or alter the           rights or obligations of any third party under, or give to
any third party any           rights of termination, amendment, payment, acceleration or
cancellation of, or           result in the creation of a Lien other than Permitted Liens
on any of the           properties or assets (including intangible assets) of Primaeva
pursuant to, any           Primaeva Material Contract, or (iv) give rise to or result in
any Person having,           or having the right to exercise, any preemptive rights,
rights of first refusal,           rights to acquire or similar rights with respect to
any shares of Primaeva           Capital Stock or any of its respective assets or
properties, except in the case           of the preceding clauses (ii) through (iv),
which is not material.  







23







		    (b)        The
execution and delivery by Primaeva of this Agreement do not, and the
          performance by Primaeva of its covenants and agreements under this Agreement
and           the consummation by Primaeva of the transactions contemplated hereby
(including           the Merger) will not, require any consent, approval, order, license,
          authorization, registration, declaration or permit of, or filing with or
          notification to, any Governmental Authority, except (i) Requisite Primaeva
          Stockholder Approval, and (ii) the filing of the Certificate of Merger or other
          documents as required by the DGCL.  







    3.6        Primaeva
Financial Statements. Primaeva has made available to Syneron correct and complete
copies of the following financial statements and notes (collectively, the “Primaeva
Financial Statements”): (i) unaudited balance sheets and statements of
income for Primaeva as of December 31, 2006, December 31, 2007 and December 31, 2008 and
(ii) unaudited balance sheets and statements of income for Primaeva as of June 30,
2009. The Primaeva Financials Statements have been prepared in accordance with GAAP
consistently applied throughout the periods indicated. The Primaeva Financial Statements
fairly present the financial condition of Primaeva at and as of the dates indicated are
consistent with the financial books and records of Primaeva. The financial books of
account and other financial records of Primaeva are accurate, up-to-date and complete and
have been maintained in accordance with sound business practices.  



    3.7        Financial
Reporting. All proper and necessary books of account and accounting records have been
maintained by Primaeva, are in its possession and contain accurate information. Primaeva’s
financial reporting procedures are sufficient to provide reasonable assurances regarding
the reliability of financial reporting and the preparation of the Primaeva Financial
Statements and to: (i) ensure that transactions are executed in accordance with
management’s general or specific authorization and (ii) maintain accountability
of the assets of Primaeva. Primaeva has disclosed to Primaeva’s auditors, the
Primaeva Board and to Syneron: (i) all significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which
may adversely affect Primaeva’s ability to record, process, summarize and report
financial information, and (ii) any fraud, whether or not material, that involves
management or other employees who have a significant role in Primaeva’s internal
control over financial reporting. Primaeva has provided to Syneron access to all material
documentation in its possession related to Primaeva’s internal control over
financial reporting.  



    3.8        No
Undisclosed Liabilities. Except as reflected in the Primaeva Financial Statements,
Primaeva has no material Liabilities, other than (i) Contracts entered into since June
30, 2009 in the Ordinary Course of Business and (ii) Liabilities incurred in connection
with the preparation and negotiation of this Agreement.  



    3.9        Absence
of Certain Changes or Events. Except as set forth in Section 3.9 of the
Primaeva Disclosure Schedule, since June 30, 2009, Primaeva has operated its business in
the Ordinary Course of Business, and there has not occurred (i) any Primaeva Material
Adverse Effect or (ii) any action taken by Primaeva or event that would have required the
consent of Syneron pursuant to Section 5.2 had such action or event occurred after
the date of this Agreement.  



24







    3.10        Compliance
with Laws; Permits.  



		    (a)        Primaeva
is in compliance with, and is not in default under or violation of (and           have
not received any notice of material non compliance, default or violation           with
respect to) any Legal Requirement applicable to Primaeva or by which any of           its
real or personal properties is bound, except for such non compliance,           defaults
and violations that would not reasonably be expected to have,           individually or
in the aggregate, a Primaeva Material Adverse Effect.  







		    (b)        Primaeva
holds all permits, licenses, easements, variances, exemptions,           consents,
certificates, authorizations, registrations, clearances, orders and           other
approvals from Governmental Authorities that are material to the operation           of
the business of Primaeva as currently conducted (collectively, the “Primaeva Permits”).
The Primaeva Permits are in full           force and effect, have not been violated in
any material respect and, to the           Knowledge of Primaeva, no suspension,
revocation or cancellation thereof has           been threatened by a Governmental
Authority, and there is no Legal Proceeding           pending or, to the Knowledge of
Primaeva, threatened, seeking the suspension,           revocation or cancellation of any
Primaeva Permits.  







    3.11        Legal
Proceedings; Orders. There are no material Legal Proceedings (other than arising from
or relating to the Merger or any of the other transactions contemplated by this
Agreement), (a) pending against Primaeva or any of its properties or assets, or (b) to
the Knowledge of Primaeva, threatened against Primaeva, or any of its properties or
assets. Primaeva is not subject to any outstanding Order that would reasonably be
expected to prevent or materially delay the consummation of the transactions contemplated
by this Agreement. In the three (3) years prior to the date of this Agreement, there has
not been nor are there currently any internal investigations or inquiries being conducted
by Primaeva, the Primaeva Board (or any committee thereof) or any third party at the
request of any of the foregoing concerning any financial, accounting, tax, conflict of
interest, self dealing or fraudulent or deceptive conduct. Section 3.11 of the
Primaeva Disclosure Schedule contains a complete and accurate description of all Legal
Proceedings since the Primaeva’s inception to which Primaeva has been a party or
which relate to the business, assets or the officers (or Persons fulfilling equivalent
positions) or directors (or Persons fulfilling equivalent positions) of Primaeva or any
Legal Proceedings which were settled prior to the institution of formal proceedings.  



    3.12        Material
Contracts.  



		    (a)        For
all purposes of and under this Agreement, a “Primaeva Material           Contract” shall
mean:  







		    (i)        any
employment or consulting Contract (in each case, under which Primaeva has
          continuing obligations as of the date hereof) with any current or former
          executive officer or other employee of Primaeva or member of the Primaeva
Board;  







		    (ii)        other
than an Employee Benefit Plan, any Contract or plan, including any stock           option
plan, stock appreciation right plan or stock purchase plan or material
          Contract, any of the benefits of which will be increased, or the vesting of
          benefits of which will be accelerated, by the consummation of the transactions
          contemplated by this Agreement (whether alone or in connection with subsequent
          or additional events) or the value of any of the benefits of which will be
          calculated on the basis of any of the transactions contemplated by this
          Agreement;  







25







		    (iii)        any
lease or sublease to which Primaeva is a party.  







		    (iv)        any
Contract containing any covenant (A) limiting the right of Primaeva to           engage
in any line of business or to compete with any Person in any line of           business,
(B) granting any exclusive rights, (C) prohibiting Primaeva (or, after           the
Closing Date, Syneron) from engaging in business with any Person or levying           a
fine, charge or other payment for doing so, or (D) otherwise prohibiting or
          limiting the right of Primaeva to sell, distribute or manufacture any products
          or services or to purchase or otherwise obtain any software, components, parts
          or subassemblies;  







		    (v)        any
Contract (A) relating to the pending or future disposition or acquisition by
          Primaeva after the date of this Agreement of a material amount of assets other
          than in the Ordinary Course of Business or (B) pursuant to which Primaeva will
          acquire after the date of this Agreement any material ownership interest in any
          other Person or other business enterprise;  







		    (vi)       any
material manufacturing Contract;  







		    (vii)      Contracts
or arrangements relating to commission arrangements with others;  







		    (viii)      Indemnification
agreements;  







		    (ix)        any
Contract with a sole source supplier in excess of $100,000 in the aggregate;  







		    (x)        any
mortgages, indentures, guarantees, loans or credit agreements, security
          agreements or other Contracts relating to the borrowing of money or extension
of           credit, other than (A) accounts receivables and payables each in the amount
of           $5,000 or less and (B) advances to employees for travel and business
expenses,           in each case in the Ordinary Course of Business consistent with past
practice;  







		    (xi)        any
settlement Contract with ongoing obligations other than settlement Contracts
          only involving the payment of cash (which has been paid) in amounts that do not
          exceed $5,000 in any individual case;  







		    (xii)       any
Contract with or to a labor union, works council or guild, including a
          collective bargaining agreement or similar agreement;  







		    (xiii)      any
other Contract that provides for payment obligations by Primaeva in any           twelve
(12) month period of $5,000;  







26







		    (xiv)        any
Contract, or group of Contracts with a Person (or group of affiliated           Persons),
the termination of which would be reasonably expected to have a           Primaeva
Material Adverse Effect and is not disclosed pursuant to clauses (i)           through
(xiv) above, inclusive; and  







		    (xv)        any
Contract not made in the Ordinary Course of Business.  







		    (b)        Section
3.12(b) of the Primaeva Disclosure Schedule contains a complete           and
accurate list of all Primaeva Material Contracts as of the date hereof, to           or
by which Primaeva is a party or is bound, and identifies each subsection of Section
3.12(a) that describes such Primaeva Material Contract.  







		    (c)        Each
Primaeva Material Contract is valid, binding and enforceable in accordance           with
its terms on Primaeva and is in full force and effect, other than those
          Contracts that by their terms have expired or been terminated since the date
          hereof, and neither Primaeva nor, to the Knowledge of Primaeva, any other party
          thereto, is in material breach of, or default under, any such Primaeva Material
          Contract, and no event has occurred that with notice or lapse of time or both
          would constitute such a material breach or default thereunder by Primaeva or,
to           the Knowledge of Primaeva, any other party thereto.  







    3.13        Employee
Benefit Matters.  



		    (a)        Section
3.13(a) of the Primaeva Disclosure Schedule sets forth each Employee           Benefit
Plan. Neither Primaeva nor any ERISA Affiliate has any plan or           commitment to
establish any new Primaeva Employee Plan, to modify any Primaeva           Employee Plan
(except to the extent required by Legal Requirements or to conform           any such
Primaeva Employee Plan to any applicable Legal Requirements, in each           case as
previously disclosed to Syneron in writing, or as required by this           Agreement),
or to adopt or enter into any Primaeva Employee Plan.  







With respect to each Primaeva
Employee Plan, Primaeva has made available to Syneron complete and accurate copies of (i)
such Primaeva Employee Plan (or a written summary of any unwritten plan) together with all
amendments, (ii) in the case of any plan for which Forms 5500 are required to be filed,
the three most recent annual reports (Form 5500) with schedules attached, (iii) in the
case of any plan that is intended to be qualified under Section 401(a) of the Code, the
most recent determination, opinion, notification or advisory letter from the IRS, and
correspondence to or from the IRS or the DOL with respect to such letter (iv) each trust
agreement, group annuity contract, administration and similar material agreements,
investment management or investment advisory agreements, (v) the most recent summary plan
descriptions and employee handbook, or other similar material employee communications
relating to employee benefits matters, (vi) all personnel, payroll and employment manuals
and policies, (vii) the most recent annual and periodic financial statements and other
annual accounting of assets for each Primaeva Employee Plan that is funded, (viii) all
material correspondence to or from any governmental agency relating to any Primaeva
Employee Plan within the past two (2) years and (ix) the three (3) most recent plan
years’ discrimination tests for each Primaeva Employee Plan. 



27







		    (b)        Each
Primaeva Employee Plan has been established, maintained and administered in           all
material respects in accordance with all applicable Legal Requirements,
          including if applicable, ERISA and the Code, and in accordance with its terms,
          and each of Primaeva, Primaeva’s Subsidiaries and their respective ERISA
          Affiliates have in all material respects met their obligations with respect to
          each Primaeva Employee Plan and have timely made (or timely will make) all
          required contributions thereto.  







		    (c)        All
Primaeva Employee Plans that are intended to be qualified under Section           401(a)
of the Code, and all trusts that are intended to be qualified under           Section
501(a) of the Code (each, a “Primaeva Qualified Plan”),           have
received determination, opinion or advisory letters from the Internal           Revenue
Service to the effect that such Primaeva Employee Plans are qualified           and the
plans and trusts related thereto are exempt from federal income taxes           under
Sections 401(a) and 501(a), respectively, of the Code, or Primaeva has
          remaining a period of time under applicable U.S. Department of the Treasury
          regulations or Internal Revenue Service pronouncements in which to apply for
          such a letter and to make any amendments necessary to obtain a favorable
          determination as to the qualified status of each such Primaeva Qualified Plan.
          No such determination, opinion or advisory letter has been revoked and, to the
          knowledge of Primaeva, revocation has not been threatened, and no such Primaeva
          Employee Plan has been amended or operated since the date of its most recent
          determination letter or application therefor in any respect, and, to the
          Knowledge of Primaeva, no act or omission has occurred, that would reasonably
be           expected to adversely affect its qualification or materially increase its
cost.           No material “prohibited transaction,” within the meaning of
Section           4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise
exempt           under Section 408 of ERISA, has occurred with respect to any Primaeva
Employee           Plan.  







		    (d)        Neither
Primaeva nor any of its ERISA Affiliates has in the preceding six (6)           years
maintained, participated in or contributed to (or been obligated to           contribute
to), or can reasonably expect to have future material liability with           respect to
(i) a “multiemployer plan” (as defined in Section           4001(a)(3) of
ERISA), (ii) a “multiple employer plan” as defined in           ERISA or the
Code, or (iii) a “funded welfare plan” within the meaning           of Section
419 of the Code. No Primaeva Employee Plan is funded by, associated           with or
related to a “voluntary employees’ beneficiary           association” within
the meaning of Section 501(c)(9) of the Code. No           Primaeva Employee Plan
provides health benefits that are not fully insured           through an insurance
contract.  







		    (e)        Other
than as required under Section 601 et seq. of ERISA or equivalent state           law,
none of the Primaeva Employee Plans promises or provides health or other
          welfare benefits (excluding normal claims for benefits under Primaeva’s
          group life insurance, accidental death and dismemberment insurance and
          disability plans and policies) or coverage to any person following retirement
or           other termination of employment.  







		    (f)        There
is no material action, suit, proceeding, claim, arbitration, audit or
          investigation pending or, to the knowledge of Primaeva, threatened or
reasonably           anticipated, with respect to any Primaeva Employee Plan or the
assets of any           Primaeva Employee Benefit Plan, other than claims for benefits in
the ordinary           course.  







		    (g)        Except
as provided in this Agreement, and as set forth on Section 3.14(g)          of the
Primaeva Disclosure Schedule, the negotiation or consummation of the
          transactions contemplated by this Agreement will not, either alone or in
          combination with another event, (i) entitle any current or former employee,
          director, consultant or officer of Primaeva to severance pay, or any other
          payment from Primaeva, or pursuant to any Primaeva Employee Plan, (ii)
          accelerate the time of distribution, payment or vesting, a lapse of repurchase
          rights or increase the amount of compensation or benefits due any such
employee,           director or officer, (iii) result in the forgiveness of indebtedness,
or (iv)           trigger an obligation to fund benefits.  







28







		    (h)        Section
3.14(h) of the Primaeva Disclosure Schedule contains a complete           and
accurate list of each Primaeva “disqualified individual” (as           defined
in Code Section 280G and the regulations thereunder). Except as set           forth in Section
3.14(h) of the Primaeva Disclosure Schedule, no payment           or benefit which
will or may be made by Primaeva or its ERISA Affiliates with           respect to any
current or former employee or any other “disqualified           individual” is
reasonably expected to be characterized as a “parachute           payment,” within
the meaning of Section 280G(b)(2) of the Code. There is no           contract, agreement,
plan or arrangement to which Primaeva or any ERISA           Affiliates is a party or by
which it is bound to compensate any current or           former employee or other
disqualified individual for excise taxes paid pursuant           to Section 4999 of the
Code.  







		    (i)        Section
3.13(i) of the Primaeva Disclosure Schedule lists all           “nonqualified
deferred compensation plans” (within the meaning of           Section 409A of the
Code) to which Primaeva is a party. Each such nonqualified           deferred
compensation plan to which Primaeva is a party complies with the           requirements
of paragraphs (2), (3) and (4) of Section 409A(a) by its terms,           based on good
faith interpretations of such requirements, and has been operated           in good faith
compliance with such requirements.  







		    (j)        No
Primaeva Option, stock appreciation right or service provider warrant of
          Primaeva (i) has an exercise price that has been or may be less than the fair
          market value of the underlying equity as of the date such option or right was
          granted or (ii) has any feature for the deferral of compensation other than the
          deferral of recognition of income until the later of exercise or disposition of
          such option or right.  







		    (k)        There
is no Contract to which Primaeva is a party, including the provisions of           this
Agreement, covering any employee, consultant or director of Primaeva,           which,
individually or collectively, reasonably could be expected to give rise           to the
payment of any amount that would not be deductible pursuant to Sections,           404 or
162(m) of the Code or that would give rise to a penalty under Section           409A of
the Code.  







    3.14        Labor
Matters.  



		    (a)        Section
3.14(a) of the Primaeva Disclosure Schedule lists all of the           Employees, the
employment position of each, the annual compensation rate of pay           for each, the
estimated or target annual incentive compensation of each, and the           date of hire
and, if applicable, date of rehire of each, with each such           individual
identified as (i) salaried or hourly, (ii) exempt or nonexempt, (iii)           union or
nonunion, (iv) full-time or part-time, (v) temporary, permanent or           leased and
(vi) active or inactive (with the reason for such inactive status           specified,
e.g., leave of absence, FMLA, disability, layoff, etc.). Each current           and
former employee and officer of Primaeva and each current former consultant           to
Primaeva has executed a proprietary information agreement, in substantially           the
form made available to Syneron. Except as set forth on Section 3.14(a) of           the
Primaeva Disclosure Schedule, no current or former employee, officer or
          consultant has excluded works or inventions made prior to his or her employment
          or consulting relationship with Primaeva from his or her assignment of
          inventions to Primaeva.  







29







		    (b)        Primaeva
(i) is in compliance with all applicable Legal Requirements respecting
          employment, employment practices, terms and conditions of employment and wages
          and hours, in each case, with respect to their respective current and former
          employees, (ii) has withheld and reported all amounts required by law or by
          agreement to be withheld and reported with respect to wages, salaries and other
          payments to employees; (iii) is not liable for any arrears of wages beyond the
          current pay period or any taxes or any penalty for failure to comply with any
of           the foregoing; and (iv) is not liable for any payment to any trust or other
fund           governed by or maintained by or on behalf of any governmental authority,
with           respect to unemployment compensation benefits, social security or other
benefits           or obligations for employees (other than routine payments to be made
in the           normal course of business and consistent with past practice), except in
each           case (i) through (iv) above those circumstances that would not have or
could not           reasonably be expected to result in any material Liability to
Primaeva.  







		    (c)        To
the Knowledge of Primaeva: (i) there are no current labor union organizing
          activities with respect to any employees of Primaeva, (ii) no labor union,
labor           organization, trade union, works council, or group of employees of
Primaeva has           made a pending demand for recognition or certification, (iii)
there are no           representation or certification proceedings or petitions seeking a
          representation proceeding presently pending or threatened in writing to be
          brought or filed with the National Labor Relations Board or any other labor
          relations tribunal or authority, and (iv) there are no labor strikes or
          lockouts, or threats thereof, against or affecting Primaeva.  







		    (d)        Severance
Obligations. Except as set forth on Section 3.14(d) of           the Primaeva
Disclosure Schedule, Primaeva has not entered into any severance,           “stay-bonus,” “transaction
bonus,” or similar arrangement in           respect of any present or former
Employee or independent contractor that will           result in any obligation (absolute
or contingent) of Syneron or Primaeva to make           any payment to any present or
former Employee or independent contractor           following termination of employment
or independent contractor engagement or upon           consummation of the transactions
contemplated by this Agreement (whether or not           employment is continued for any
specified period of the Effective Time). Except           as provided in this Agreement
or as set forth on Section 3.14(d) of the           Primaeva Disclosure Schedule,
neither the execution and delivery of this           Agreement nor the consummation of
the transactions contemplated hereby will           result in the acceleration or vesting
of any other rights of any Person to           benefits under any Employee Benefit Plan.  







		    (e)        Warn
Act. As of the date of this Agreement, within the last three years,
          Primaeva have not effectuated (i) a “plant closing” (as defined in
the           Work Adjustment and Restraining Notification Act of 1988 (“WARN
          Act”)) affecting any site of employment or one or more facilities or
          operating units within any site of employment or facility of Primaeva; nor have
          Primaeva been affected by any transaction or engaged in any layoffs or
          employment terminations sufficient in number to trigger the application of any
          similar state or local Law. Primaeva shall not take any action prior to the
          Effective Time which could be reasonably expected to result in any obligation
or           liability being imposed on Primaeva under the WARN Act or any similar state
or           local Law.  







30







    3.15        Properties.  



		    (a)        Primaeva
owns and has good and valid title to, or a valid leasehold interest in,           all the
material properties and assets which it purports to own or lease (real,
          tangible, personal and mixed), including all the properties and assets
reflected           in the Primaeva Financial Statements (except for personal property
sold since           the date of the Primaeva Financial Statements in the Ordinary Course
of           Business) and all tangible personal property necessary for the conduct of
its           business as presently being conducted. All such properties and assets
reflected           in the Primaeva Financial Statements are free and clear of all Liens,
except for           Permitted Liens.  







		    (b)        Primaeva
does not own, or has ever owned, any real property. Section           3.15(b) of
the Primaeva Disclosure Schedule sets forth a list of all real           property
currently leased, subleased or licensed by or from Primaeva or           otherwise used
or occupied by Primaeva for the operation of business (the           “Primaeva
Leased Real Property”), the address, name of the           lessor, licensor,
sublessor, master lessor or lessee and date of the lease,           license, sublease or
other occupancy right and each amendment thereto.  







		    (c)        Primaeva
has provided or made available to Syneron true, correct and complete           copies of
all leases, lease guaranties, subleases, agreements for the leasing,           use or
occupancy of, or otherwise granting a right in or relating to the           Primaeva
Leased Real Property, including all amendments, terminations and           modifications
thereof (the “Primaeva Lease Agreements”); and           there are no
other Primaeva Lease Agreements for real property to which Primaeva           or any of
its Subsidiaries is bound, other than those identified in Section           3.15(c) of
the Primaeva Disclosure Schedule. All such Primaeva Lease           Agreements are valid
and effective. With respect to the Primaeva Lease           Agreements, there is no
existing default or event of default by Primaeva, nor,           to the Knowledge of
Primaeva, by any other party thereto, and to the Knowledge           of Primaeva, no
circumstance or event exists which with notice or lapse of time,           or both, would
constitute a default under any Primaeva Lease Agreement. There           are no other
parties occupying, or with a right to occupy, the Primaeva Leased           Real
Property.  







    3.16        Tax
Matters.  



		    (a)        Primaeva
has prepared and timely filed (taking into account any extension of           time within
which to file) all material Tax Returns required to be filed by it           and all such
filed Tax Returns are true, correct and complete in all material           respects. All
Taxes shown as due and payable on such Tax Returns (or on           subsequent written
assessments received from a Governmental Authority with           respect thereto) have
been paid. Primaeva is not currently the beneficiary of           any extension of time
(other than an automatic extension of time) within which           to file any material
Tax Return. No written claim has ever been made by an           authority in a
jurisdiction where Primaeva does not file Tax Returns that it is           or may be
subject to taxation by that jurisdiction or required to file Tax           Returns in
that jurisdiction.  







		    (b)        Primaeva
has not incurred any Taxes since the date of the Primaeva Financial           Statements
other than in the Ordinary Course of Business. The unpaid Taxes of           Primaeva did
not, as of June 30, 2009, exceed the accruals and reserve for Tax           Liability
(excluding any reserve for deferred Taxes established to reflect           timing
differences between book and Tax income) set forth on the face of the           balance
sheet for Primaeva contained in the Primaeva Financial Statements.  







31







		    (c)        There
are no audits, examinations, investigations or other proceedings in           respect of
Taxes of Primaeva pending, threatened in writing, or currently in           progress.
Primaeva has not received from any Governmental Authority any written           notice of
deficiency or proposed adjustment for any amount of Tax, in either           case, that
has not been resolved on or prior to the date hereof.  







		    (d)        There
are no Liens for Taxes on any of the assets of Primaeva, other than Liens           for
Taxes not yet due and payable or being contested in good faith by           appropriate
proceedings and for which reserves have been established on the           Primaeva
Financial Statements in accordance with GAAP.  







		    (e)        Primaeva
has not been a “controlled corporation” or a           “distributing
corporation” in any distribution occurring during the           two year period
ending on the date hereof that was governed or intended to be           governed by
Section 355 of the Code.  







		    (f)        Primaeva
has made available to Syneron complete and accurate copies of all U.S.           federal
and state income Tax Returns (including any amendments thereto), filed           by
Primaeva.  







		    (g)        Primaeva
has not entered into any transaction identified as a “listed           transaction” for
purposes of Treasury Regulations Section 1.6011-4(b)(2).  







		    (h)        Primaeva
is not, and has not been, a party to or bound by any Tax allocation,           sharing or
indemnity agreement. Primaeva has never been a member of an           affiliated group
(other than a group the common parent of which is Primaeva)           filing a
consolidated, combined or unitary Tax Return for federal, state, local           or
foreign Tax purposes. Primaeva has no Liability for the Taxes of any Person           (i)
under Treasury Regulations Section 1.1502-6 (or any similar Laws), (ii) as a
          transferee or successor, or (iii) by contract (excluding contracts not
primarily           relating to Taxes with customary provisions in respect of Taxes).  







		    (i)        Primaeva
has withheld and paid all Taxes required to have been withheld and paid           in
connection with amounts paid or owing to any employee, independent           contractor,
creditor, Primaeva Stockholder or other Person.  







		    (j)        Except
as set forth on Section 3.16(j) of the Primaeva Disclosure           Schedule,
Primaeva does not have and has not had a “permanent           establishment” in
any foreign country, as defined in any applicable Tax           treaty or convention
between the United States of America and such foreign           country.  







		    (k)        Primaeva
has never elected to be treated as an “S corporation” within           the
meaning of Section 1361(a)(1) of the Code at any time during its
          existence.  







32







		    (l)        Primaeva
has not waived any statute of limitations or agreed to any extension of           time
with respect to any assessment or deficiency of Tax.  







    3.17        Environmental
Matters. Except for those matters that are not, and would not reasonably be expected
to be material to the Primaeva, (i) Primaeva is in compliance with all Environmental
Laws, (ii) there is no investigation, suit, claim, action or proceeding relating to or
arising under Environmental Laws that is pending or, to the Knowledge of Primaeva,
threatened against Primaeva or any real property owned, operated or leased by Primaeva,
and (iii) Primaeva has not received any written notice of or entered into any obligation,
liability, order, settlement, judgment, injunction or decree involving uncompleted,
outstanding or unresolved requirements relating to or arising under Environmental Laws.  



    3.18        Intellectual
Property Matters.  



		    (a)        Section
3.18(a)-1 of the Primaeva Disclosure Schedule contains a complete           and
accurate list of all Registered Intellectual Property that is a Primaeva
          Intellectual Property Right, including the patent number or application serial
          number for each jurisdiction in which such patent or patent application is
          filed, date issued and filed, and present status thereof (collectively the
          “Primaeva Registered Intellectual Property”). Section
          3.18(a)-2 of the Primaeva Disclosure Schedule contains a complete and
          accurate list of all Trademarks that are a Primaeva Intellectual Property
Right,           including the application serial number or registration number, country,
          province or state, and class of goods covered, as well as a list of all
material           common law trademarks, tradenames, service marks and service names
used by           Primaeva. To Primaeva’s Knowledge, all Primaeva Intellectual
Property           Rights are valid and enforceable, and to Primaeva’s Knowledge,
all Primaeva           Intellectual Property Rights which are issued by or registered
with, as           applicable, the United States Patent and Trademark Office, the United
States           Copyright Office or in any similar office or agency anywhere in the
world are           currently in compliance with formal legal requirements (including
without           limitation, as applicable, payment of filing, examination and
maintenance fees,           proofs of working or use, timely post-registration filing of
affidavits of use           and incontestability and renewal applications).  







		    (b)        Except
as set forth in Section 3.18(b) of the Primaeva Disclosure           Schedule,
Primaeva exclusively owns or possesses adequate and enforceable rights           to use,
without payment to a third party, all of the Primaeva Intellectual           Property
Rights and all other Intellectual Property Rights used by Primaeva,           free and
clear of any Liens. Primaeva has not transferred ownership of, granted           an
option to obtain ownership of, or granted an exclusive license to, any third
          party, of any Primaeva Intellectual Property Rights.  







		    (c)        To
Primaeva’s Knowledge, Primaeva has not, in the conduct of the business           of
Primaeva, infringed upon, violated or used without authorization, any
          Intellectual Property Rights owned by any third Person. To Primaeva’s
          Knowledge, the conduct of the business of Primaeva, and the manufacture, sale
          and/or use of Primaeva’s Products, has not and does not infringe,
          misappropriate or violate any Intellectual Property Rights owned by any third
          Person. There is no pending or, to Primaeva’s Knowledge, threatened (and
at           no time has there been pending any) suit, arbitration or other adversarial
          proceeding before any court, government agency or arbitral tribunal, or in any
          jurisdiction, against Primaeva or its employees, alleging that any activities
or           conduct of Primaeva’s business, or the manufacture, sale and/or use of
any           of Primaeva’s Products, has infringed, infringes or will infringe
upon,           violate or constitute the unauthorized use of the Intellectual Property
Rights           of any third Person, or challenging the ownership, validity,
enforceability, or           registerability of any Primaeva Intellectual Property
Rights. Primaeva is not           party to any settlements, covenants not to sue,
consents, decrees, stipulations,           judgments, or orders resulting from suits,
actions or similar legal proceedings,           which (i) materially restrict Primaeva’s
rights to use, license or transfer           any Primaeva Intellectual Property Rights,
including without limitation, making,           selling, licensing, leasing, marketing,
distributing or providing any Primaeva           Product, (ii) materially restrict the
conduct of the business of Primaeva in           order to accommodate any third party’s
Intellectual Property Rights, or           (iii) compel or require Primaeva to license or
transfer any Primaeva           Intellectual Property Rights.  







33







		    (d)        Section
3.18(d) of the Primaeva Disclosure Schedule contains a complete           and
accurate list of all industry associations, standard setting organizations           and
similar bodies in which Primaeva is a member, participates or is otherwise
          involved, or that may otherwise require Primaeva to license any Primaeva
          Intellectual Property Rights to any third Person. Primaeva has not committed,
          agreed or become obligated to license on a royalty free basis, any Primaeva
          Intellectual Property Rights to any third Person as a result of any
          participation in an industry association, standard setting organization or
          similar body, or otherwise.  







		    (e)        Primaeva
has taken commercially reasonable measures consistent with industry           standard
practices to protect the proprietary nature of the Trade Secrets owned           by
Primaeva, including, without limitation, requiring each of its employees and
          consultants and any other person with access to Primaeva’s Trade Secrets
to           execute a binding confidentiality agreement, copies or forms of which have
been           provided to Syneron and, to Primaeva’s Knowledge, there has not been
any           breach by any party to such confidentiality agreements. In each case in
which           Primaeva has acquired, other than through a license, any Intellectual
Property           Rights from any Person (including employees and contractors), Primaeva
and its           Subsidiaries have obtained a valid and enforceable written assignment
sufficient           to irrevocably transfer all rights in and to all such Intellectual
Property           Rights to Primaeva.  







		    (f)        All
Primaeva Intellectual Property Rights are, and following the transactions
          contemplated hereby shall be, freely, transferable, licensable and alienable
          without the consent of, or notice or payment of any kind to any Governmental
          Authority or third Person.  







		    (g)        There
are no pending claims, suits, arbitrations or other adversarial           proceedings
before any court, government agency or arbitral tribunal brought by           Primaeva
against any third party with respect to any Primaeva Intellectual           Property
Rights, which remain unresolved as of the date hereof.  







		    (h)        Section
3.18(h) of the Primaeva Disclosure Schedule contains a complete           and
accurate list of all Contracts pursuant to which a third party has licensed           to
Primaeva any Intellectual Property Right (“Primaeva In           Licenses”).  







		    (i)        Section
3.18(i) of the Primaeva Disclosure Schedule contains a complete           and
accurate list of all Contracts pursuant to which Primaeva has granted a           third
Person any rights or licenses to any Primaeva Intellectual Property Rights           (“Primaeva
Out Licenses,” and together with the Primaeva In           Licenses, the “Primaeva
IP Licenses”).  







34







		    (j)        All
of the Primaeva IP Licenses are valid and enforceable, and neither Primaeva           nor
any of its Subsidiaries, nor, to the Knowledge of Primaeva any other party           to a
Primaeva IP License, is in material breach of any such Primaeva IP License           that
is material to the business of Primaeva. The consummation of the           transactions
contemplated hereby will not result or cause (i) the breach by           Primaeva of any
Primaeva IP License, (ii) the termination, impairment or           restriction of any
right or license granted to Primaeva under a Primaeva IP           License, or (iii)
Primaeva to grant, or expand the scope of a prior grant, to a           third party of
any rights to any Primaeva Intellectual Property Rights           (including by release
of any source code).  







		    (k)        Neither
this Agreement nor the transactions contemplated by this Agreement,           including
the assignment to Syneron by operation of law or otherwise of any           Contracts to
which the Primaeva is a party, will result in: (i) Syneron, any of           its
Subsidiaries or Primaeva granting to any third party any right to or with
          respect to any Intellectual Property Rights owned by, or licensed to, any of
          them, (ii) Syneron, any of its Subsidiaries or Primaeva, being bound by, or
          subject to, any non-compete or other material restriction on the operation or
          scope of their respective businesses, or (iii) Syneron, any of its Subsidiaries
          or the Primaeva being obligated to pay any royalties or other material amounts,
          or offer any discounts, to any third party in excess of those payable by, or
          required to be offered by, any of them, respectively, in the absence of this
          Agreement or the transactions contemplated hereby.  







		    (l)        Except
as set forth in Section 3.18(l) of the Primaeva Disclosure Schedule, all           former
and current employees, consultants and contractors of Primaeva have           executed
written instruments that assign to Primaeva all rights, title and           interest in
and to any and all (A) inventions, improvements, discoveries,           writings and
other works of authorship, and information relating to the business           of Primaeva
or any of the products or services being researched, developed,           manufactured or
sold by Primaeva or that may be used with any such products or           services and (B)
Intellectual Property Rights relating thereto.  







		    (m)        To
the Knowledge of Primaeva, (A) there is no, nor has there been any,
          infringement or violation by any person or entity of any of the Primaeva
          Intellectual Property Rights and (B) there is no, nor has there been any,
          misappropriation by any person or entity of any of the Primaeva Intellectual
          Property Rights.  







		    (n)        The
Products perform in accordance with their documented specifications, except           to
the extent any such failure to so perform would not reasonably be expected to
          have a Primaeva Material Adverse Effect.  







		    (o)        Primaeva
has (A) not collected any personally identifiable information from any           third
parties, or (B) complied with all applicable regulations relating to the
          collection, storage and onward transfer of all personally identifiable
          information collected by Primaeva or by third parties having authorized access
          to Primaeva’s databases or other records.  







		    (p)        All
inventors listed on Primaeva’s Patents are under no obligation to           assign
their rights in Primaeva’s Patents to a former employer, person, or
          entity, nor is the validity of the Primaeva’s Patent affected by the prior
          employment of any inventor.  







35







		    (q)        Section
3.18(q) of the Primaeva Disclosure Schedule lists all software developed by or
for or otherwise owned by or licensed to Primaeva. Primaeva or any other party
authorized to act on its behalf has not disclosed or delivered to any party, or
permitted the disclosure or delivery to any escrow agent or other party of, any
source code of Primaeva’s software (“Primaeva Source Code”).
No event has occurred, and no circumstance or condition exists, that (with or
without notice or lapse of time, or both) shall, or would reasonably be
expected to, result in the disclosure or delivery by Primaeva or any other
party authorized to act on its behalf to any party of any Primaeva Source Code.  







		    (r)        Primaeva
has made available to Syneron all documentation relating to the testing of the Products
and plans and specifications for the Products currently under development by Primaeva.
Primaeva has a policy and procedure for tracking material errors and defects of which
they become aware in any Primaeva’s products or services, and maintains a database
covering the foregoing. For all software used by Primaeva in providing the Products, or
in developing or making available any of the Products, Primaeva has implemented any and
all material security patches or upgrades that are generally available thereto. The
Products do not contain any virus, Trojan horse, worm, or other software routines or
hardware components designed to permit unauthorized access, to disable, erase, or
otherwise harm software, hardware or data.  







		    (s)        No
government funding, facilities of a university, college, other educational
          institution or research center, or funding from third parties was used in the
          development of the Primaeva Intellectual Property Rights. No current or former
          Employee, consultant or independent contractor of Primaeva or any other Person
          who was involved in, or who contributed to, the creation or development of any
          Primaeva Intellectual Property Rights has performed services for the
government,           for a university, college or other educational institution or for a
research           center during a period of time during which such Employee, consultant
or           independent contractor was also performing services for Primaeva. No
government           agency, educational institution, research center or other
government-supported           institution has any rights or option on rights concerning
any Primaeva           Intellectual Property Rights.  







    3.19        Product
Liability Claims. Primaeva does not have any liability or obligation with respect to
any product liability relative to Primaeva’s business, whether or not heretofore
asserted.  



    3.20        Compliance
With Health Care Laws. Primaeva and each of its Affiliates is in material compliance
with all relevant federal and other health care Legal Requirements applicable to Primaeva
and the Primaeva Products, including, to the extent applicable, the federal criminal
anti-fraud and abuse statute (42 U.S.C. § 1320a-7b), all other Legal Requirements
prohibiting false statements and improper remuneration for purchasing services or
products, the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the federal
health care programs exclusion laws, SSA § 1128 (42 U.S.C. § 1320a-7) and the
regulations promulgated pursuant to such laws and regulations, relating to the regulation
of Primaeva and the Primaeva Products.  



36







    3.21        Regulatory
Compliance.  



		    (a)        Primaeva
has obtained each Primaeva Permit required by the United States Food           and Drug
Administration (“FDA”) or any other Governmental           Authority for
the operation of the business of Primaeva as currently conducted           (“Regulatory
Permits”). Section 3.21(a) of the           Primaeva Disclosure
Schedule lists all Regulatory Permits. All Regulatory           Permits listed on Section
3.21(a) of the Primaeva Disclosure Schedule           have been validly issued, and,
as of the Closing, Primaeva is the authorized           legal holder thereof. The
Regulatory Permits are in full force and effect, and           Primaeva is in material
compliance therewith. Primaeva has not received any           written notice or
communication from any Governmental Authority alleging, and,           to the Knowledge
of Primaeva, there are no facts or circumstances that are would           be reasonably
be expected to give rise to, (i) any material violation of           applicable Legal
Requirements or material adverse change in any Regulatory           Permit, or any
failure to materially comply with any applicable Legal           Requirement or any
material term or requirement of any Regulatory Permits or           (ii) any revocation,
withdrawal, suspension, cancellation, termination or           material modification of
any Regulatory Permits.  







		    (b)        The
operation of Primaeva’s business, including the manufacture, import,
          export, testing, development, processing, packaging, labeling, storage,
          marketing, and distribution of all Primaeva Products, is and at all times has
          been in material compliance with all applicable Legal Requirements, including
          but not limited to those administered by the FDA or any other applicable
          Governmental Authority. There is no actual or, to the Knowledge of Primaeva,
          threatened material action or investigation in respect of Primaeva’s
          business by the FDA or any other Governmental Authority with respect to the
          operations, properties, products or processes of Primaeva or, to Primaeva’s
          Knowledge, there is no actual action or investigation in respect of
          Primaeva’s Products by the FDA or any other Governmental Authority with
          respect to the operations, properties, products or processes of any material
          supplier, distributor or contract manufacturer of Primaeva. Primaeva has no
          Knowledge that the FDA or any other Government Authority is considering such
          action or of any facts or circumstances that would reasonably be expected to
          give rise to any such action or investigation.  







		    (c)        Except
as set forth on Section 3.21(c) of the Primaeva Disclosure           Schedule,
Primaeva has not had any product or manufacturing site subject to a           shutdown or
import or export prohibition by the FDA or any other Governmental           Authority,
nor received any FDA Form 483 or other notice of inspectional           observations,
“warning letters,” “untitled letters” or, to           the Knowledge
of Primaeva, requests or requirements to make material changes to           the
operations of Primaeva’s business or the Primaeva Products, or similar
          correspondence or written notice from any Governmental Authority in respect of
          Primaeva’s business and alleging or asserting noncompliance with any
          applicable Legal Requirements, Regulatory Permit or such requests or
          requirements of such Governmental Authority, and, to the Knowledge of Primaeva,
          no Governmental Authority is considering such action. Section 3.21(c) of the
          Primaeva Disclosure Schedule sets forth a list of all recalls, medical device
          reports and other notices or actions relating to an alleged lack of safety or
          efficacy of the Primaeva Products (“Safety Notices”), and to the
          Knowledge of Primaeva, no material Safety Notice is under investigation by FDA
          or any other Governmental Authority.  







37







		    (d)        All
studies, tests and preclinical and clinical trials conducted by or on behalf           of
Primaeva that have been or will be submitted to any Governmental Authority in
          connection with any Regulatory Permit, are being or have been conducted in
          compliance in all material respects with applicable Legal Requirements,
          including without limitation the U.S. Federal Food, Drug and Cosmetic Act and
          its applicable implementing regulations at 21 C.F.R. Parts 50, 54, 56, 58 and
          812. All submissions made by or on behalf of Primavera in connection with any
          Primavera Product to the FDA or any other Governmental Authority, when
submitted           to the FDA or other Governmental Authority were accurate and complete
in all           material respects as of the date of submission and any necessary or
required           updates, changes, corrections or modification to such submissions been
submitted           to the FDA or other Governmental Authority. Except as set forth on
Section           3.21(d) of the Primaeva Disclosure Schedule, Primaeva has not received
any           written notice, correspondence or other communication from the FDA or any
other           Governmental Authority requiring the termination or suspension of any
clinical           trials conducted by, or on behalf of, Primaeva or in which Primaeva
has           participated, and to the Knowledge of Primaeva, neither the FDA nor any
other           Governmental Authority is considering such action.  







		    (e)        The
manufacture of Primaeva Products by, or on behalf of, Primaeva is being
          conducted in compliance in all material respects with all applicable Legal
          Requirements, including without limitation the FDA’s Quality System
          Regulation at 21 C.F.R. Part 820 for products sold in the United States.  







		    (f)        Primaeva
is not the subject of any pending or, to the Knowledge of Primaeva,           threatened
investigation in respect of Primaeva’s business by the FDA           pursuant to its
“Fraud, Untrue Statements of Material Facts, Bribery, and           Illegal
Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September           10,
1991) and any amendments thereto. Primaeva has not committed any act, made           any
statement, or failed to make any statement, in each case in respect of           Primaeva’s
business and that would provide a basis for the FDA to invoke           its policy with
respect to “Fraud, Untrue Statements of Material Facts,           Bribery and
Illegal Gratuities” and any amendments thereto. Neither           Primaeva, nor, to
its Knowledge, any of its officers, employees or agents has           been convicted of
any crime or engaged in any conduct that could result in a           material debarment
or exclusion (i) under 21 U.S.C. Section 335a, or (ii) any           similar applicable
Legal Requirement. To the Knowledge of Primaeva, no debarment           proceedings or
investigations in respect of Primaeva’s business are pending           or threatened
against Primaeva or any of its stockholders, officers, employees           or agents,
including without limitation under section 306 of the Federal Food,           Drug, and
Cosmetic Act.  







		    (g)        There
is no pending, nor to the Knowledge of Primaeva, threatened, proceeding,
          informational inquiry or investigation under Medicare, Medicaid or any other
          government sponsored health care program in which Primaeva or its Affiliates
          participate (collectively, “Government Programs”) involving
          Primaeva, nor is Primaeva aware of any pending, or to the Knowledge of
Primaeva,           threatened, proceeding, informational inquiry or investigation under
any private           third party health care insurance program (collectively, “Private
          Insurance Programs”) involving Primaeva. Primaeva’s sales and
          marketing practices, if any, are, and have been in the last three (3) years
          prior to the date of this Agreement, in compliance in all material respects
with           all applicable Legal Requirements and all policies of applicable Private
          Insurance Programs and Government Programs. None of the officers, directors,
          agents or managing employees (as such term is defined in 42 U.S.C. Section
          1320a-5(b)) of Primaeva has been excluded from any Government Program or been
          subject to sanction pursuant to 42 U.S.C. Section 1320a-7a or 1320a-8 or been
          convicted of a crime described at 42 U.S.C. Section 1320a-7b. Primaeva is
          complying with applicable Legal Requirements prohibiting the payment of
rebates,           kickbacks or other forms of compensation to any Person in return for
the           referral of business or for the arrangement for recommendation of such
          referrals.  







38







    3.22        Insurance.
Section 3.22 of the Primaeva Disclosure Schedule contains a complete and accurate
list of all policies or binders of insurance (showing as to each policy or binder the
carrier, policy number, coverage limits, expiration dates, annual premiums, a general
description of the type of coverage provided and any pending claims thereunder) of which
Primaeva is the owner, insured or beneficiary. All of such policies are sufficient for
compliance with all Laws applicable to Primaeva or its business and all of its Contracts.
Primaeva is not in default under any of such policies or binders, and has not failed to
give any notice or to present any material claim under any such policy or binder in a due
and timely fashion. There are no outstanding unpaid claims under any such policies or
binders. Such policies and binders are in full force and effect on the date hereof and
shall be kept in full force and effect by Primaeva through the Closing Date.  



    3.23        Brokers,
Finders and Financial Advisors. No broker, finder or investment banker (other than
Robert W. Baird & Co.) is entitled to any brokerage, finder’s or other fee or
commission in connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Primaeva. Primaeva has furnished to Syneron a
complete and correct copy of all agreements between Primaeva and Robert W. Baird & Co.
pursuant to which such firm would be entitled to any such payment.  



    3.24        Customers
and Distributors. Primaeva does not have as of the date hereof any customers and
distributors.  



    3.25        Suppliers.
Section 3.25 of the Primaeva Disclosure Schedule sets forth the name of each
supplier of Primaeva (the “Suppliers”). Primaeva’s relationships
with its Suppliers are good commercial working relationships, and, within the last twelve
(12) months, no Supplier has canceled, materially modified, or otherwise terminated its
relationship with Primaeva, or materially decreased its services, supplies or materials
to Primaeva nor, to Primaeva’s Knowledge, does any Supplier have any plan or
intention to do any of the foregoing.  



    3.26        Products.
Section 3.26 of the Primaeva Disclosure Schedule sets forth a complete list of all
outstanding Primaeva Products. There are (a) no inherent design defects or systemic or
chronic problems in any Primaeva Product and (b) no liabilities for warranty or other
claims or returns with respect to any Primaeva Product.  



    3.27        Solvency.
Primaeva has not: (a) made a general assignment for the benefit of creditors; (b) filed
any voluntary petition in bankruptcy or suffered the filing of any involuntary petition
by its creditors; (c) suffered the appointment of a receiver to take possession of all,
or substantially all, of its assets; (d) suffered the attachment or other judicial
seizure of all, or substantially all, of its assets; (e) admitted in writing its
inability to pay its debts as they come due; or (f) made an offer of settlement,
extension or composition to its creditors generally.  



39







    3.28        Takeover
Statutes. No “business combination,” “fair price,” “moratorium,”“control
share acquisition” or other similar anti takeover statute or regulation under
Delaware Law or other applicable Legal Requirement (each, a “Takeover Statute”)
is applicable to Primaeva, the Merger or any of the other transactions contemplated by
this Agreement.  



    3.29        Disclosure.
Primaeva makes no representation or warranty except as set forth in this Agreement and
the Primaeva Disclosure Schedules. Notwithstanding the foregoing, the representations and
warranties of Primaeva contained in this Agreement (including the Primaeva Disclosure
Schedule) do not contain any known untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements and information contained in
this Agreement (including the Primaeva Disclosure Schedule) not knowingly false or
misleading.  





ARTICLE IV 



REPRESENTATIONS AND
WARRANTIES OF SYNERON AND MERGER SUB 



        Syneron
and Merger Sub hereby represent and warrant to Primaeva as of the date hereof and as of
the Closing Date as follows:  




    4.1        Organization
and Qualification. Each of Syneron and Merger Sub is duly organized, validly existing
and in good standing under the laws of its country or state of incorporation and has all
requisite corporate power and authority necessary to own, lease and operate the
properties it purports to own, lease or operate and to carry on its business as it is
presently being conducted. Syneron is duly qualified or licensed as a foreign corporation
to do business, and is in good standing, in each jurisdiction where the character or
location of the properties owned, leased or operated by it or the nature of its
activities makes such qualification or licensing necessary, except to the extent that the
failure to be so qualified or licensed and in good standing is not material.  



    4.2        Authority.  



		    (a)        Each
of Syneron and Merger Sub has full corporate power and authority to execute           and
deliver this Agreement and to consummate the transactions contemplated           hereby.
The execution and delivery of this Agreement and the consummation of the
          transactions contemplated hereby (including the Merger) have been duly and
          validly approved by the Syneron Board. This Agreement has been duly and validly
          executed and delivered by Syneron and Merger Sub and assuming due
authorization,           execution and delivery by Primaeva and each other party hereto,
constitutes a           valid and binding obligation of Syneron and Merger Sub,
enforceable against           Syneron and Merger Sub in accordance with its terms.  







		    (b)        No
corporate proceedings or stockholder approvals on the part of Syneron are
          necessary to approve or adopt this Agreement under applicable Legal
Requirements           and to consummate the transactions contemplated hereby.  







40







    4.3        Required
Filings and Consents.  



		    (a)        The
execution and delivery by Syneron and Merger Sub of this Agreement do not,           and
the performance by Syneron and Merger Sub of their covenants and agreements
          under this Agreement and the consummation by Syneron and Merger Sub of the
          transactions contemplated by hereby will not, (i) conflict with or violate the
          Syneron Articles of Association or the certificate of incorporation of Merger
          Sub, (ii) conflict with or violate any Legal Requirements applicable to Syneron
          or Merger Sub, (iii) require notice to or the consent of any Person under,
          result in any breach of or constitute a default (or an event that with notice
or           lapse of time or both would become a default), pursuant to any Contract
binding           upon Syneron or Merger Sub or to which either is a party, except in the
case of           the preceding clauses (ii) through (iii), which is not material.  







		    (b)        The
execution and delivery by Syneron and Merger Sub of this Agreement do not,           and
the performance by Syneron and Merger Sub of their covenants and agreements
          under this Agreement, and the consummation by Syneron of the transactions
          contemplated hereby (including the Merger) will not, require any consent,
          approval, order, license, authorization, registration, declaration or permit
of,           or filing with or notification to, any Governmental Authority, except (i)
as may           be required under any foreign antitrust or competition Legal
Requirement, (ii)           the filing of the Certificate of Merger or other documents as
required by the           DGCL and (iii) such other consents, approvals, orders,
registrations,           declarations, permits, filings and notifications which, if not
obtained or made,           would not reasonably be expected to have, individually or in
the aggregate, a           material adverse effect on the business, operations, financial
condition or           results of operations of Syneron.  







    4.4        Merger
Sub. Merger Sub is an indirect wholly-owned subsidiary of Syneron, was formed solely
for the purpose of engaging in the Merger, has not conducted any business prior to the
date hereof, and has no material assets or Liabilities, other than those incident to its
formation and pursuant to this Agreement. Syneron owns beneficially all outstanding
equity interests of Merger Sub free and clear of any Liens.  



    4.5        Financing.
Syneron has sufficient cash, available lines of credit or other sources of immediately
available funds to enable it to pay the aggregate amount of the Initial Payment Shares.  





ARTICLE V 



CONDUCT OF BUSINESS 



    5.1        Affirmative
Obligations. Except (i) as expressly contemplated or permitted by this Agreement, or
(ii) as approved in advance by Syneron in writing, at all times during the period
commencing with the execution and delivery of this Agreement and continuing until the
earlier to occur of the termination of this Agreement pursuant to Article IX and
the Effective Time, Primaeva shall (i) carry on its business in the usual, regular and
ordinary course in substantially the same manner as heretofore conducted and in
compliance with all applicable Legal Requirements, (ii) pay its debts and Taxes when due,
in each case subject to good faith disputes over such debts or Taxes, (iii) pay or
perform all material obligations when due and (iv) use commercially reasonable efforts,
consistent with past practices and policies, to (A) preserve intact its present business
organization, (B) keep available the services of its present officers and employees and
(C) preserve its relationships with customers, suppliers, distributors, licensors,
licensees and others with which it has significant business dealings.  



41







    5.2        Negative
Obligations. Except (i) as expressly contemplated or permitted by this Agreement, or
(ii) with the prior written consent of Syneron, which shall not be unreasonably withheld,
delayed or conditioned, at all times during the period commencing with the execution and
delivery of this Agreement and continuing until the earlier to occur of the termination
of this Agreement pursuant to Article IX and the Effective Time, Primaeva shall
not do any of the following:  



		    (a)        propose
to adopt any amendments to or amend its certificate of incorporation or           bylaws
or comparable organizational documents;  







		    (b)        authorize
for issuance, issue, sell, deliver or agree or commit to issue, sell           or deliver
(whether through the issuance or granting of options, warrants, other           equity
based (whether payable in cash, securities or other property or any           combination
of the foregoing) commitments, subscriptions, rights to purchase or           otherwise)
any of its securities, except for the issuance and sale of shares of           common
stock pursuant to stock options outstanding prior to the date hereof;  







		    (c)        amend
any of its securities;  







		    (d)        incur
any indebtedness or guarantee any indebtedness for borrowed money or issue           or
sell any debt securities or guarantee any debt securities or other           obligations
of others or create a Lien over any of its assets;  







		    (e)        declare,
set aside or pay any dividend or other distribution of property in           respect of
any shares of capital stock, or make any other actual, constructive           or deemed
distribution of property in respect of the shares of capital stock;  







		    (f)        propose
or adopt a plan of complete or partial liquidation, dissolution, merger,
          consolidation, restructuring, recapitalization or other reorganization;  







		    (g)        forgive
any loans to any of its employees, officers or directors;  







		    (h)        increase
the compensation payable or to become payable to its officers or           employees, or
grant any severance or termination pay to, or enter into any           severance
agreement with any director, officer or other employee, or establish,           adopt,
enter into or amend any collective bargaining, bonus, profit sharing,           thrift,
compensation, stock option, restricted stock, pension, retirement,           deferred
compensation, employment, termination, severance or other plan,           agreement,
trust, fund, policy or arrangement for the benefit of any such           director,
officer or employee, except the parties may make any amendments to           existing
employee benefit plans to the extent necessary to maintain their           compliance
with applicable Legal Requirements (including any amendments           necessary or
desirable to remain exempt from or comply with Section 409A of the           Code so as
to avoid the imposition of additional Tax with respect thereto);  








42







		    (i)        make
any deposits or contributions of cash or other property to or take any           other
action to fund or in any other way secure the payment of compensation or
          benefits under any of its Employee Benefit Plans, other than deposits and
          contributions that are required pursuant to the terms of any such Employee
          Benefit Plans or any Contracts subject to any such Employee Benefit Plans in
          effect as of the date hereof or as required by applicable Legal Requirements;  







		    (j)        enter
into, amend, or extend any collective bargaining agreement;  







		    (k)        acquire,
sell, lease, license or dispose of any material property or assets in           any
single transaction or series of related transactions, except for           transactions
in the Ordinary Course of Business;  







		    (l)        except
as may be required by applicable Legal Requirements or GAAP, make any           change in
any of the accounting principles or practices used by it;  







		    (m)        make
or change any material Tax election, adopt or change any Tax accounting           method,
settle or compromise any material Tax liability, or consent to the           extension or
waiver of the limitations period applicable to a material Tax claim           or
assessment or a material Tax Return;  







		    (n)        enter
into any Material Contract;  







		    (o)        amend
in any material respect any Primaeva Material Contract, or grant any           release or
relinquishment of any material rights under any Primaeva Material           Contract;  







		    (p)        sell,
assign, transfer, license or sublicense, pledge or otherwise encumber any
          Primaeva Intellectual Property Right; or  







		    (q)        acquire
(by merger, consolidation or acquisition of stock or assets) any other           Person
or any equity interest therein;  







		    (r)        mortgage,
pledge or subject to Lien, any of its assets or properties;  







		    (s)        authorize,
incur or commit to incur any new capital expenditure(s) which in the           aggregate
exceed $10,000;  







		    (t)        settle
or compromise any pending or threatened Legal Proceeding or pay,           discharge or
satisfy or agree to pay, discharge or satisfy any Liability, other           than the
settlement, compromise, payment, discharge or satisfaction of Legal           Proceedings
and Liabilities reflected or reserved against in full in the           Primaeva Financial
Statements;  







		    (u)        initiate
of any material Legal Proceeding;  







		    (v)        except
as required by applicable Legal Requirements or GAAP, revalue in any           material
respect any of its properties or assets, including writing-off notes or
          accounts receivable other than in the Ordinary Course of Business;  







43







		    (w)        enter
into a Contract to do any of the foregoing or Knowingly take any action           which
is reasonably expected to result in any of the conditions to the           consummation
of the transactions contemplated hereby not being satisfied, or           Knowingly take
any action which would make any of its representations or           warranties set forth
in this Agreement untrue or incorrect in any material           respect, or that would
materially impair its ability to consummate the           transactions contemplated by
this Agreement in accordance with the terms hereof           or materially delay such
consummation.  









ARTICLE VI 



ADDITIONAL AGREEMENTS 



    6.1        No
Solicitation.  



		    (a)        Immediately
following the execution and delivery of this Agreement, Primaeva           shall
immediately cease any and all existing activities, discussions or           negotiations
with any Persons conducted heretofore with respect to any           Acquisition Proposal
relating to Primaeva.  







		    (b)        At
all times during the period commencing with the execution and delivery of           this
Agreement and continuing until the earlier to occur of the termination of           this
Agreement pursuant to Article IX and the Effective Time, neither
          Primaeva nor any of its directors or officers shall, and it shall use its
          commercially reasonable efforts to cause any investment banker, attorney or
          other advisor or representative retained by it to not (and shall not authorize
          or Knowingly permit them to), directly or indirectly:  







		    (i)        solicit,
initiate, knowingly encourage or facilitate, or induce the making,           submission
or announcement of, an Acquisition Proposal relating to Primaeva;  







		    (ii)        furnish
to any Person (other than the other party hereto or any designees of           such other
party) any non-public information relating to it, or afford access to           its
business, properties, assets, books or records (other than to the other           party
hereto or any designees of such other party) in a manner intended to           assist or
facilitate any inquiries or the making of any proposal that           constitutes or
would reasonably be expected to lead to an Acquisition Proposal           relating to
Primaeva or take any other action intended to assist or facilitate           any
inquiries or the making of any proposal that constitutes or would reasonably           be
expected to lead to an Acquisition Proposal relating to Primaeva;  







		    (iii)        participate
or engage in discussions or negotiations with any Person (other than           the other
party hereto) with respect to an Acquisition Proposal relating to           Primaeva;  







		    (iv)        approve,
endorse or recommend an Acquisition Proposal relating to Primaeva;  







		    (v)        enter
into any letter of intent, memorandum of understanding or other Contract
          contemplating or otherwise relating to an Acquisition Transaction relating to
          Primaeva; or  







44







		    (vi)        terminate,
amend or waive any rights under any “standstill” or other           similar
Contract between it and any Person (other than the other party hereto);  







provided, however, that
notwithstanding the foregoing, at any time prior to the receipt of the Requisite Primaeva
Stockholder Approval, Primaeva may, directly or indirectly through advisors, agents or
other intermediaries, subject to compliance with the provisions of this Section
6.1, (A) engage or participate in discussions or negotiations with any Person that has
made (and not withdrawn) a bona fide, Acquisition Proposal for such party in
writing that such party’s board of directors reasonably determines in good faith
(after consultation with its financial advisor and outside legal counsel) constitutes or
is reasonably likely to lead to a Superior Proposal, and/or (B) furnish to any Person that
has made (and not withdrawn) a bona fide, Acquisition Proposal for Primaeva in
writing that such party’s board of directors reasonably determines in good faith
(after consultation with its financial advisor and outside legal counsel) constitutes or
is reasonably likely to lead to a Superior Proposal non-public information relating to
Primaeva pursuant to a confidentiality agreement the terms of which are no less favorable
to such party than those contained in the Confidentiality Agreement, provided that in the
case of any action taken pursuant to the foregoing clauses (A) or (B), (1) Primaeva’s
board of directors reasonably determines in good faith (after consultation with outside
legal counsel) that that the failure to take such action would reasonably be expected to
be a breach of its fiduciary duties under Delaware Law, (2) at least two (2) Business Days
prior to engaging or participating in any such discussions or negotiations with, or
furnishing any non-public information to, such Person, Primaeva gives Syneron written
notice of the identity of such Person and the material terms and conditions of such
Acquisition Proposal (unless such Acquisition Proposal is in written form, in which case
Primaeva shall give Syneron a copy of all written materials comprising or relating
thereto) and of Primaeva’s intention to engage or participate in discussions or
negotiations with, or furnish non-public information to, such Person, and (3)
contemporaneously with furnishing any non-public information to such Person, Primaeva
furnishes such non-public information to Syneron (to the extent such information has not
been previously furnished to Syneron). 



		    (c)        In
addition to the obligations of Primaeva set forth in Section 6.1(a)          and
Section 6.1(b), Primaeva shall promptly, and in all cases within           twenty
four (24) hours of its receipt, advise Syneron in writing of (i) any
          Acquisition Proposal it receives or (ii) any request for information it
receives           that would reasonably be expected to lead to an Acquisition Proposal
or (iii)           any inquiry it receives with respect to, or which would reasonably be
expected           to lead to, any Acquisition Proposal, the material terms and
conditions of such           Acquisition Proposal, request or inquiry (including copies
of all written           materials comprising or relating thereto), and the identity of
the Person or           group making any such Acquisition Proposal, request or inquiry.  







    6.2        Board
Recommendation.  



		    (a)        Subject
to the terms of Section 6.2(b), the Primaeva Board shall           recommend that
the Primaeva Stockholders adopt this Agreement and approve the           principal terms
of the Merger (the “Primaeva Board           Recommendation”).  







45







		    (b)        Subject
to the terms of this Section 6.2(b), neither the Primaeva Board           nor any
committee thereof shall withhold, withdraw, amend, modify, qualify or           condition
in a manner adverse to Syneron, or publicly propose to withhold,           withdraw,
amend or modify in a manner adverse to Syneron, the Primaeva Board
          Recommendation (a “Primaeva Board Recommendation Change”); provided,
however, that notwithstanding the foregoing, at any time prior           to the
receipt of the Requisite Primaeva Stockholder Approval, the Primaeva           Board may
effect a Primaeva Board Recommendation Change, if and only if (A)           prior to
effecting such Primaeva Board Recommendation Change, Primaeva shall           have given
Syneron at least three (3) Business Days notice thereof and the           opportunity to
meet to discuss in good faith a modification of the terms and           conditions of
this Agreement so that the transactions contemplated hereby may be           effected,
and (B) the Primaeva Board reasonably determines in good faith (after
          consultation with outside legal counsel and after considering in good faith any
          counter-offer or proposal made by Syneron pursuant to the immediately preceding
          clause) that the failure to effect such Primaeva Board Recommendation Change
          would be reasonably likely to result in a breach of its fiduciary duties under
          Delaware Law.  







		    (c)        Nothing
set forth in this Section 6.2 shall (i) permit Primaeva to           terminate
this Agreement, (ii) affect any other obligation of Primaeva under           this
Agreement, (iii) limit the obligation of Primaeva to either duly call, give
          notice of, convene and hold a stockholder meeting or solicit written consents
to           obtain the Requisite Primaeva Stockholder Approval to adopt this Agreement
and           approve the principal terms of the Merger (the “Primaeva
Stockholder           Proposal”), (iv) relieve Primaeva of its obligation to
submit to a vote           of its stockholders the Primaeva Stockholder Proposal or (v)
permit Primaeva to           submit for a vote of its stockholders any Acquisition
Proposal other than the           Primaeva Stockholder Proposal.  







    6.3        Primaeva
Stockholder Approval.  



		    (a)        At
such time as all of the conditions set forth in Article VII have been
          satisfied or waived (except for such conditions which by their nature can not
be           satisfied until the Closing, but which are capable of being satisfied),
Primaeva           shall obtain approval by written consent of the Primaeva Stockholders
in lieu of           a meeting for purposes of, (i) adopting this Agreement and approving
the Merger,           and all other transactions contemplated hereby and appointing
Frazier Healthcare           V, LP, as Stockholder Representative consenting to and
agreeing to be bound by           the indemnification obligations set forth in Article
VIII of this           Agreement and (ii) acknowledging the termination of the
Stockholder Arrangements           (as defined below) as of the Effective Time).  







		    (b)        As
promptly as practicable after the date hereof, Primaeva shall use its
          commercially reasonable efforts to obtain written consents from the Primaeva
          Stockholders, in accordance with the requirements of Section 280G(b)(5)(B) of
          the Code, for any payments and/or benefits that may separately or in the
          aggregate, constitute “parachute payments” pursuant to Section 280G
of           the Code (“Section 280G Payments”), as determined by
Primaeva           and subject to the review and approval of Syneron (such approval not
to be           unreasonably withheld), but only as to those payments, if any, where the
          recipients thereof have executed a waiver of his or her rights to receive the
          Section 280G Payments unless the 280G Shareholder Approval is obtained, such
          that such payments and benefits shall not be deemed to be Section 280G
Payments,           either at a meeting of the Primaeva Stockholders or pursuant to a
written           stockholder consent, all in accordance with Delaware Law and the
Primaeva           Certificate of Incorporation and ByLaws. In the event at least one
Employee           executes such a waiver, then with respect to each Employee who has
executed such           a waiver prior to the Effective Time Primaeva shall deliver to
Syneron evidence           reasonably satisfactory to Syneron that (A) a vote of the
shareholders of           Primaeva was solicited in conformance with Section 280G and the
regulations           promulgated thereunder and the requisite shareholder approval was
obtained with           respect to any payments and/or benefits that were subject to the
shareholder           vote pursuant to the preceding sentence (the “280G
Shareholder           Approval”), or (B) that the 280G Shareholder Approval was
not obtained           as to those payments where recipients thereof have executed a
waiver of his or           her rights to receive the Section 280G Payments unless the
280G Shareholder           Approval is obtained and as a consequence, that such payments
and/or benefits           shall not be made or provided to the extent they would cause
any amounts to           constitute Section 280G Payments, pursuant to the waivers of
those payments           and/or benefits, which were executed by the affected individuals
prior to the           shareholder vote.  







46







    6.4        Efforts
to Complete Merger; Regulatory Filings.  



		    (a)        Upon
the terms and subject to the conditions set forth in this Agreement, each           of
Syneron, Merger Sub and Primaeva shall use its commercially reasonable           efforts
to take, or cause to be taken, all actions, and to do, or cause to be           done, and
to assist and cooperate with the other party hereto in doing, all           things
reasonably necessary, proper or advisable to consummate and make           effective, in
the most expeditious manner practicable, the transactions           contemplated by this
Agreement, including using commercially reasonable efforts           to:  







		    (i)        cause
the conditions to the Merger set forth in Article VII to be           satisfied or
fulfilled;  







		    (ii)        obtain
all necessary or appropriate consents, waivers and approvals under any
          Contracts to which Primaeva is a party in connection with this Agreement and
the           consummation of the transactions contemplated hereby so as to maintain and
          preserve the benefits under such Material Contracts following the consummation
          of the transactions contemplated by this Agreement;  







		    (iii)        obtain
all necessary actions or non actions, waivers, consents, approvals,           Orders and
authorizations from Governmental Authorities, seek the expiration or
          termination of any applicable waiting periods under applicable Legal
          Requirements, and make all necessary registrations, declarations and filings
          with Governmental Authorities;  







		    (iv)        seek
to have vacated or otherwise lifted or removed any Order that has been           issued
or granted which is in effect and has the effect of making any of the
          transactions contemplated by this Agreement illegal in any jurisdiction; and  







		    (v)        execute
or deliver any additional instruments reasonably necessary to consummate           the
transactions contemplated by, and to fully carry out the purposes of, this
          Agreement.  







		    (b)        Notwithstanding
anything to the contrary set forth in this Agreement, nothing in           this Agreement
shall be deemed to require Syneron or Primaeva to agree to any           divestiture by
itself or any of its Affiliates of shares of capital stock or of           any business,
assets or property, or the imposition of any limitation on the           ability of any
of them to conduct their business or to own or exercise control           of such assets,
properties and stock.  







47







    6.5        Access;
Notice and Consultation; Confidentiality.  



		    (a)        At
all times during the period commencing with the execution and delivery of           this
Agreement and continuing until the earlier to occur of the termination of           this
Agreement pursuant to Article IX and the Effective Time (the           “Interim
Period”), upon reasonable notice and subject to applicable           Legal
Requirement relating to the exchange of information, each of Syneron and
          Primaeva shall afford to the officers, employees, accountants, counsel and
other           representatives of the other party hereto, reasonable access, during
normal           business hours, to all of its personnel, properties, facilities,
contracts,           books, records and other information concerning its business,
properties and           personnel as the other may reasonably request.  







		    (b)        At
all times during the Interim Period, each of Syneron and Primaeva shall give
          prompt notice to the other party hereto upon becoming aware that any
          representation or warranty made by it in this Agreement has become untrue or
          inaccurate in any material respect, or of any failure of such party to comply
          with or satisfy in any material respect any covenant, condition or agreement to
          be complied with or satisfied by it under this Agreement.  







		    (c)        At
all times during the Interim Period, each of Syneron and Primaeva shall give
          prompt notice to the other party hereto of (i) any notice or other
communication           received by it from any Governmental Authority in connection with
the           transactions contemplated by this Agreement, (ii) any notice or other
          communication received by it from any Person, subsequent to the date of this
          Agreement and prior to the Effective Time, alleging any material breach of or
          material default under any Primaeva Material Contract or (iii) any notice or
          other communication received by such party from any Person, subsequent to the
          date of this Agreement and prior to the Effective Time, alleging that the
          consent of such Person is or may be required in connection with the
transactions           contemplated by this Agreement.  







		    (d)        At
all times during the Interim Period, each of Syneron and Primaeva shall
          promptly advise the other party hereto in writing of any litigation commenced
          after the date hereof against such party or any of its directors by any of its
          current or former stockholders (on their own behalf or on behalf of the
company)           relating to this Agreement or the transactions contemplated hereby and
shall           keep the other party hereto reasonably informed regarding any such
litigation.           Each of Syneron and Primaeva shall give the other party hereto the
opportunity           to consult with such party regarding the defense or settlement of
any such           stockholder litigation and shall consider the other party’s views
with           respect to such stockholder litigation.  







		    (e)        Notwithstanding
anything to the contrary set forth herein, neither Syneron nor           Primaeva shall
be required to provide access to, or to disclose information,           where such access
or disclosure would jeopardize the attorney-client privilege           of such party or
its Subsidiaries or contravene any Legal Requirement, fiduciary           duty or
Contract entered into prior to the date of this Agreement. The parties           shall
use their commercially reasonable efforts to make appropriate substitute
          arrangements to permit reasonable disclosure under circumstances in which the
          restrictions of the preceding sentence apply. Notwithstanding anything to the
          contrary set forth herein, no information obtained pursuant to the access
          granted or notification provided pursuant to this Section 6.5 shall be
          deemed to (i) amend or otherwise modify in any respect any representation or
          warranty of the party providing such access or notice, (ii) impair or otherwise
          prejudice in any manner rights of the party receiving such access or notice to
          rely upon the conditions to the obligations of such party to consummate the
          transactions contemplated by this Agreement, or (iii) impair or otherwise limit
          the remedies available to the party receiving such access or notice.  







48







		    (f)        All
information acquired pursuant to the access granted or notice provided           pursuant
to this Section 6.5 shall be subject to the provisions of the           Mutual
Nondisclosure Agreement, dated May 13, 2009, between Syneron and Primaeva           (the
“Confidentiality Agreement”), which shall continue in full
          force and effect from and after the execution and delivery of this Agreement in
          accordance with its terms.  







    6.6        Public
Announcements. Other than pursuant to any applicable Legal Requirement (including the
requirements of the Securities and Exchange Commission or NASDAQ Global Market), neither
Primaeva on the one hand nor Syneron and Merger Sub on the other hand shall issue any
press release or make any public statement regarding the transactions contemplated by
this Agreement without the prior written consent of the other party, which consent shall
not be unreasonably withheld, provided that Syneron may issue a press release in the form
previously agreed to by Primaeva relating to the execution of this Agreement.  



    6.7        Primaeva
Stock Options and Warrants. Prior to the Effective Time, Primaeva shall use its
commercially reasonable efforts to allow for the treatment of Primaeva Stock Options and
Primaeva Warrants in connection with the Merger as provided in Section 2.7,
including, to the extent necessary (i) obtaining any consents from, and delivering any
notices to, holders of Primaeva Stock Options or Primaeva Warrants and (ii) amending the
terms of the Primaeva Plan to give effect to the provisions of Section 2.7.  



    6.8        Takeover
Statutes. If any Takeover Statute is or may become applicable to the Merger or any of
the other transactions contemplated by this Agreement, Primaeva and the Primaeva Board
shall promptly grant such approvals and take such lawful actions as are necessary so that
such transactions may be consummated as promptly as practicable on the terms contemplated
by this Agreement or the transactions contemplated hereby, as the case may be, and
otherwise take such lawful actions to eliminate or minimize the effects of such statute,
and any regulations promulgated thereunder, on such transactions.  



    6.9        Stockholder
Arrangements. Primaeva shall use its commercially reasonable efforts to terminate,
(a) the Second Amended and Restated Investors’ Rights Agreement, dated as of
September 3, 2008, by and among Primaeva and the parties named therein, (b) the Amended
and Restated Voting Rights Agreement, dated as of September 3, 2008, by and among
Primaeva and the parties named therein and (c) any other agreements among Primaeva and
its stockholders (collectively, the “Stockholder Arrangements”). The
agreements to terminate the Stockholder Arrangements will be in forms reasonably
acceptable to Syneron and will provide that following the Effective Time, neither the
Surviving Company nor Syneron will have any obligations or liabilities under the
Stockholder Arrangements.  




49







    6.10        Spreadsheet.
Primaeva shall deliver a spreadsheet in substantially the form attached hereto as Schedule
6.10 (as the same may be updated as described below, the “Spreadsheet”),
which spreadsheet shall be certified as complete and correct by the Chief Executive
Officer and Chief Financial Officer of Primaeva as of the Closing and which shall
separately list, as of the Closing, (i) all Primaeva Stockholders and Plan Participants,
and as applicable, their respective addresses of record, the number of shares of Primaeva
Capital Stock held by such persons (including the respective certificate numbers), the
date of acquisition of such shares, the amount of the Initial Payment Share, Primaeva
Expenses Share, Escrow Amount Share, Stockholder Initial Actual Cash Payment, Plan
Participant Initial Actual Cash Payment, Milestone I Payment, Milestone II Payment and
Milestone III Payment applicable to such Primaeva Stockholder and Plan Participant, and
such other information relevant thereto or which Syneron may reasonably request, (ii) all
Primaeva Stock Options and Primaeva Warrants that have been exercised and the name of
each such Primaeva Optionholder or Primaeva Warrant and all Primaeva Stock Options and
Primaeva Warrants that have not been exercised and the name of each such Primaeva
Optionholder or Primaeva Warrant. Primaeva shall deliver the Spreadsheet two (2) Business
Days prior to the Closing Date. The certification of the completeness and correctness of
the Spreadsheet as of the Closing will be based on the assumption that there are no
changes in the information required to be set forth therein between the date of delivery
and the Closing. Primaeva will use commercially reasonable efforts to avoid the
occurrence of any such changes and will deliver an updated Spreadsheet, similarly
certified, promptly after the occurrence of any such changes; provided, however,
that no updates may be made to the Spreadsheet after the Effective Time, except that the
Securityholder Representative may update it to the extent necessary to reflect the
release of the Indemnification Escrow Fund, the Securityholder Representative’s
Reserve and as contemplated under Section 2.7(a)(iii). Upon delivery of the Spreadsheet,
Schedule 2.7(a) shall be updated accordingly.  



    6.11        FIRPTA
Certificate. On or within 30 days prior to the Closing Date, Primaeva shall deliver
to Syneron (i) a properly executed statement certifying that interests in Primaeva are
not “U.S. real property interests” in a form reasonably acceptable to Syneron
for purposes of satisfying Syneron’s obligations under Treasury Regulations Section
1.1445-2(c)(3) and (ii) a notice to the IRS regarding such certificate and in compliance
with Treasury Regulations Section 1.897-2(h)(2), together with written authorization for
Syneron to deliver such notice on behalf of Primaeva upon the Closing.  



    6.12        Primaeva
Expenses. At least two days prior to the Closing Date, Primaeva shall deliver to
Syneron a certificate, executed by an authorized officer of Primaeva, setting forth in
reasonable detail and as of the Closing Date, the amount of the Primaeva Expenses. At the
Effective Time, Syneron shall pay the amount of such Primaeva Expenses to the payees
thereof as identified by Primaeva. Notwithstanding anything to the contrary in this
Agreement, the parties agree that Primaeva shall be permitted to use its available cash
to pay off all or a portion of the Primaeva Expenses; provided that Primaeva maintains a
positive cash balance as of the Effective Time.  



    6.13        Indemnification;
Insurance.  



		    (a)        Within
a reasonable time following the Closing, Syneron will arrange and pay for           a six
(6) year run-off director and officer liability insurance policy,           effective as
of the Closing, for the benefit of the directors and officers of           Primaeva prior
to the Closing Date. The run-off policy will provide continuing           liability
coverage, equivalent as to limits, deductibles and other features to           the
current director and officer liability insurance policy, for claims made
          against the directors and officers of Primaeva prior to the Closing Date during
          the term of the policy following the Closing Date for actions taken by or
          omitted to be taken by them prior to the Closing Date.  







50







		    (b)        Notwithstanding
Section 6.13(a), all rights to indemnification and exculpation           from liabilities
for acts or omissions occurring at or prior to the Effective           Time now existing
in favor of the current or former directors or officers of the           Company as
provided in the indemnification agreements set forth on Section           6.13(b) of the
Primaeva Disclosure Schedule (as in effect on the date hereof)           shall be assumed
by the Surviving Company (and its successors and assigns) in           the Merger without
further action as of the Effective Time and shall survive the           Merger and shall,
following the Closing, continue in full force and effect in           accordance with
their terms.  







    6.14        Operation
of the Surviving Company. After the Effective Time until December 31, 2012, Syneron
shall cause the Surviving Company to, and the Surviving Company shall, use its
commercially reasonable efforts to commercialize products or kits that utilize or
incorporate the Core Technology in order to give effect to the transactions contemplated
hereby.  



    6.15        Baird
Contingent Payment. At the time the Milestone I Payments, if any, are made pursuant
to Section 2.7(a)(iii), the Surviving Company shall pay the Baird Contingent Payment
to Robert W. Baird &Co.  





ARTICLE VII 



CONDITIONS TO THE
MERGER 



    7.1        Conditions
to Obligation of Each Party to Effect the Merger. The respective obligations of
Syneron, Merger Sub and Primaeva to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction or waiver (where permissible under
applicable Legal Requirements), at or prior to the Effective Time, of each of the
following conditions:  



		    (a)        Requisite
Stockholder Approval. The Requisite Primaeva Stockholder           Approval shall
have been obtained.  







		    (b)        No
Prohibitive Legal Requirements. No Governmental Authority of competent
          jurisdiction shall have enacted, issued, promulgated, entered, enforced or
          deemed applicable to the Merger any Legal Requirement that is in effect and has
          the effect of making the Merger illegal in any jurisdiction in which Syneron or
          Primaeva have substantial business or operations or which has the effect of
          prohibiting, preventing or otherwise restraining the consummation of the Merger
          in any jurisdiction in which Syneron or Primaeva have substantial business or
          operations.  







		    (c)        No
Prohibitive Orders. No Governmental Authority of competent           jurisdiction
shall have issued or granted any Order (whether temporary,           preliminary or
permanent) that has the effect of making the Merger illegal in           any jurisdiction
in which Syneron or Primaeva have substantial business or           operations or which
has the effect of prohibiting, preventing or otherwise           restraining the
consummation of the Merger.  







51







    7.2        Additional
Conditions to Obligations of Syneron and Merger Sub. The obligations of Syneron and
Merger Sub to consummate the transactions contemplated by this Agreement are also subject
to the satisfaction or waiver, on or prior to the Effective Time, of each the following
additional conditions (each of which conditions may be waived solely by Syneron and
Merger Sub in their sole discretion):  



		    (a)        Representations
and Warranties. The representations and warranties of           Primaeva set forth in
this Agreement (i) shall have been true and correct as of           the date of this
Agreement and (ii) shall be true and correct on and as of the           Closing Date with
the same force and effect as if made on and as of such date,           except for those
representations and warranties which address matters only as of           a particular
date (which representations shall have been true and correct as of           such
particular date), except, in the case of the foregoing clauses (i) and           (ii),
(A) for any failure to be so true and correct which has not had and would           not
reasonably be expected to have, individually or in the aggregate, a Primaeva
          Material Adverse Effect; provided, however, that for purposes of
          determining the accuracy of the representations and warranties of Primaeva set
          forth in the Agreement for purposes of this Section 7.2(a), (1) all
          “Primaeva Material Adverse Effect” and materiality qualifications and
          other qualifications based on the word “material” or similar phrases
          contained in such representations and warranties shall be disregarded (it being
          understood and hereby agreed that the phrase “similar phrases” as
used           in this proviso shall not be deemed to include any dollar thresholds
contained           in any such representations and warranties), (2) any update of or
modification           to the Primaeva Disclosure Schedule made or purported to have been
made after           the date hereof shall be disregarded; and (3) the representations
and warranties           set forth in Section 3.3 and Section 3.4 shall be
true in all           respects (other than immaterial numerical inaccuracies in Section
3.3 that           reflect a deviation of no more than two (2) shares), in each case as
of the date           hereof and as of the Closing Date; and Syneron shall have received
a certificate           signed for and on behalf of Primaeva by an authorized executive
officer of           Primaeva to the foregoing effect.  







		    (b)        Agreements
and Covenants. Primaeva shall have performed or complied in           all material
respects with all agreements and covenants required by this           Agreement to be
performed or complied with by it at or prior to the Closing           Date; and Syneron
shall have received a certificate signed for and on behalf of           Primaeva by an
authorized executive officer of Primaeva to the foregoing effect           (the
certificate referred to in Section 7.2(a) and this Section 7.2(b), the           “Primaeva
Closing Certificate”).  







		    (c)        No
Primaeva Material Adverse Effect. Since the date hereof, there shall           not
have occurred any Primaeva Material Adverse Effect that is continuing.  







		    (d)        Termination
of Agreements. The Stockholder Arrangements shall be           inapplicable to the
transactions contemplated by this Agreement and shall have           been terminated.  







		    (e)        Spreadsheet.
Primaeva shall have delivered two (2) Business Days prior to           the Closing Date
to Syneron and the Paying Agent the Spreadsheet, which shall           have been
certified as true and correct by the Chief Executive Officer and the           Chief
Financial Officer of Primaeva.  







52







		    (f)        Employment
Agreements. Each of Bankim Mehta, Dany Berube, Scott McGill,           and Daryl
Bordon shall have accepted Syneron’s offer of at will employment           with
Syneron or an Affiliate of Syneron, to become effective immediately upon           the
Closing, and the offer letters executed and delivered by each of such           persons
contemporaneously with the execution of this Agreement shall continue to           be in
full force and effect.  







		    (g)        Legal
Opinion. Syneron shall have received a legal opinion of Latham           & Watkins
LLP, dated as of the Closing Date, in substantially the form           attached as Exhibit
A hereto.  







		    (h)        Delivery
of FRIFTA and Primaeva Expenses Certificate. Syneron shall have           received
the certificates and other documents contemplated by Section           6.11 and Section
6.12.  







		    (i)        Waivers.
Each of Bankim Mehta, Dany Berube, Scott McGill, and Daryl           Bordon shall have
signed the waiver and release substantially in the form           attached as Exhibit B hereto.  







		    (j)        Preferred
Stockholders Certificates. Each holder of Primaeva Preferred           Stock shall
have delivered to Syneron a certificate regarding such holder’s
          stockholding in the Company in the form previously agreed to between Syneron
and           the Preferred Stockholders.  







    7.3        Additional
Conditions to Obligation of Primaeva. The obligation of Primaeva to consummate the
transactions contemplated by this Agreement is also subject to the satisfaction or
waiver, at or prior to the Closing Date, of each of the following additional conditions
(each of which conditions may be waived solely by Primaeva in its sole discretion):  



		    (a)        Representations
and Warranties. The representations and warranties of           Syneron and Merger
Sub set forth in this Agreement (i) shall have been true and           correct as of the
date of this Agreement and (ii) shall be true and correct on           and as of the
Closing Date with the same force and effect as if made on and as           of such date,
except for those representations and warranties which address           matters only as
of a particular date (which representations shall have been true           and correct as
of such particular date), except in the case of the foregoing           clauses (i) and
(ii), for any failure to be so true and correct which is not           material,
individually or in the aggregate; and Primaeva shall have received a
          certificate signed for and on behalf of Syneron by an authorized executive
          officer of Syneron to the foregoing effect.  







		    (b)        Agreements
and Covenants. Syneron and Merger Sub shall have performed or           complied in
all material respects with all agreements and covenants required by           this
Agreement to be performed or complied with by them at or prior to the           Closing
Date; and Primaeva shall have received a certificate signed for and on           behalf
of Syneron by an authorized executive officer of Syneron to the foregoing
          effect (the certificate referred to in Section 7.3(a) and this Section 7.3(b),
          the “Syneron Closing Certificate”).  







53









ARTICLE VIII 



INDEMNIFICATION;
SECURITYHOLDER REPRESENTATIVE 



    8.1        Survival
of Representations, Warranties and Covenants. The representations and warranties of
Primaeva contained in this Agreement, or in the Primaeva Closing Certificate, shall
survive until the date that is fifteen (15) months following the Closing Date (the “Expiration
Time”); provided, however, that the representations and warranties
contained in Section 3.3 (Capitalization), Section 3.13 (Employee Benefit
Matters), Section 3.16 (Tax Matters) and Section 3.18 (Intellectual
Property Matters) shall survive until, and claims based upon or arising out of such
representations and warranties, and claims pursuant to Section 8.2, may be
asserted any time prior to sixty (60) days after the expiration of all relevant statutes
of limitation (including any extensions thereof), to the extent such date is later than
the Expiration Date (the “Extended Expiration Date”). The
representations and warranties of Syneron contained in this Agreement, or in any
certificate or other instrument delivered pursuant to this Agreement, shall survive until
fifteen (15) months following the Closing Date.  



    8.2        Indemnification.
Subject to the terms, conditions and limitations set forth in this Agreement, from and
after the Effective Time, the Primaeva Stockholders and Plan Participants, (collectively,
the “Indemnifying Parties”) shall severally and not jointly indemnify
and hold Syneron and its officers, directors and affiliates, including the Surviving
Company (collectively, the “Indemnified Parties”), harmless against any
and all losses, costs, damages, liabilities and expenses, including reasonable attorneys’fees,
and expenses of investigation and defense (hereinafter individually a “Loss” and
collectively “Losses”) incurred or sustained by the Indemnified Parties,
or any of them, directly or indirectly, as a result of (i) any failure of any
representation or warranty of the Primaeva set forth in Article III of this Agreement (as
qualified by the Primaeva Disclosure Schedule) to be true and correct or in the Primaeva
Closing Certificate to be true and correct as of the date hereof or thereof, (ii) any
failure by Primaeva to perform or comply with any covenant applicable to it contained in
this Agreement; (iii) any failure of the Spreadsheet to be true and correct in all
respects, (iv) any Primaeva Expenses (to the extent neither previously paid by Primaeva
nor previously deducted from the payments made under this Agreement), and (v) any
Dissenting Share Payments. The Indemnifying Parties shall not have any right of
contribution from, and may not seek indemnification or advancement of expenses from, the
Primaeva, Syneron, or the Surviving Company with respect to any Loss claimed by an
Indemnified Party.  



    8.3        Limitations
on Indemnification.  



		    (a)        The
indemnification provisions set forth in Section 8.2 shall be the sole
          and exclusive remedy under this Agreement for the matters set forth therein; provided,
however, nothing in this Article VIII prevents an Indemnified           Party from
bringing an action for fraud, intentional misconduct or willful           breach.  







		    (b)        The
Indemnification Escrow Amount shall be held as the Indemnified Parties’          security
for the Indemnifying Parties’ indemnification obligations under Section 8.2.  







54







		    (c)        The
Indemnified Parties shall have a right to set off any Loss claimed by an
          Indemnified Party against any Milestone Payment that may be owed pursuant to Section
2.7(a)(iii).  







		    (d)        Recovery
against the Indemnification Escrow Amount and set off against the           Milestone
Payments that may be owed pursuant to Section 2.7(a)(iii) (if           any) shall
be the Indemnified Parties’ sole and exclusive remedy under this           Agreement
for indemnification claims under Section 8.2, except in the           case of
fraud, intentional misconduct or willful breach (with respect to which           the
limitations set forth in this sentence shall not apply).  







		    (e)        The
Indemnified Parties may not recover pursuant to the indemnity set forth in Section 8.2
 unless and until the aggregate amount of all Losses related           thereto for
which the Indemnified Parties would, but for this proviso, be liable           exceed One
Hundred Thousand U.S. Dollars ($100,000) in the aggregate (the           “Threshold
Amount”), in which case the Indemnified Party shall           be entitled to
recover pursuant to the indemnity set forth in Section 8.2          all claimed
Losses.  







		    (f)        The
Indemnified Parties may not recover pursuant to the indemnity set forth in Section 8.2 for
Losses (i) in excess of Four Million U.S. Dollars           ($4,000,000) in the
aggregate, except in the case of fraud, intentional           misconduct or willful
breach (with respect to which the limitations set forth in           this sentence shall
not apply) or (ii) to the extent that any such Loss is also           covered under any
insurance policy maintained by the Indemnified Parties and           payment therefor has
been received by the Indemnified Parties.  







		    (g)        Except
with respect to claims based upon or arising out of fraud, intentional
          misconduct or willful breach, no claim for indemnification hereunder for breach
          of any representation or warranty may be brought after the Expiration Date or
          the Extended Expiration Date, as applicable, except for claims of which the
          Indemnifying Parties has been notified in writing prior to Expiration Date or
          the Extended Expiration Date, as applicable.  







		    (h)        Nothing
in this Agreement shall limit the liability of the Indemnifying Parties           (and
the indemnification shall not be the exclusive remedy) in respect of any           Losses
arising out of any fraud, intentional misconduct or willful breach.  







		    (i)        It
is understood that nothing in this Agreement shall eliminate the ability of           any
party hereto to apply for equitable remedies to enforce the other           parties’ obligations
under this Agreement.  







		    (j)        Notwithstanding
anything to the contrary in this Agreement, the parties hereto           agree and
acknowledge that any Indemnified Party may bring a claim for           indemnification
for any Loss under this Article VIII notwithstanding the           fact that any
Indemnified Party had knowledge of the breach, event or           circumstance giving
rise to such Loss prior to the Closing (other than knowledge           arising directly
out of the disclosure set forth in the Primaeva Disclosure           Schedule).  







		    (k)        Nothing
in this Agreement shall limit the liability of Primaeva, Syneron or the
          Indemnifying Parties for any material and willful breach or inaccuracy of any
          representation, warranty or covenant contained in this Agreement if the Closing
          does not occur.  







55







    8.4        Escrow.  



		    (a)        Escrow
Fund. By virtue of this Agreement and as security for the           indemnity
obligations provided for in Section 8.2 hereof, at the Closing,           each of
the Indemnifying Parties will be deemed to have received and deposited           with the
Escrow Agent such Indemnifying Party’s Escrow Amount Share without           any act
of the Indemnifying Parties. The Escrow Amount shall be available to           compensate
the Indemnified Parties for any claims by such parties for any Losses           suffered
or incurred by them and for which they are entitled to recovery under           this Article
VIII. At the Closing, Syneron will deposit the           Indemnification Escrow
Amount with the Escrow Agent, such deposit of the           Indemnification Escrow Amount
to constitute an escrow fund (the           “Indemnification Escrow Fund”)
to be governed by the terms set           forth herein.  







		    (b)        Escrow
Period; Distribution upon Termination of Escrow Period.  







		    (i)        Subject
to the following requirements, the Indemnification Escrow Fund shall be           in
existence immediately following the Closing and shall terminate at 5:00 p.m.,
          local time in California, at the Expiration Time (the “Indemnification
          Escrow Period”); provided, however, that the Indemnification
          Escrow Period shall not terminate with respect to any amount which, in the
          reasonable judgment of Syneron, is necessary to satisfy any unsatisfied claims
          specified in any Officer’s Certificate delivered to the Escrow Agent and
          the Securityholder Representative prior to the Indemnification Escrow Period
          termination date with respect to facts and circumstances existing prior to the
          Expiration Time.  







		    (ii)        (x)
Within two (2) Business Days following the Expiration Time, the Escrow Agent
          shall deliver the amount remaining in the Indemnification Escrow Fund that is
          not required to satisfy any then pending claims against the Indemnification
          Escrow Fund to the Primaeva Stockholders and Plan Participants, and (y) within
          two (2) Business Days after resolution of such claims pending at the Expiration
          Time, the Escrow Agent shall deliver all amounts remaining in the
          Indemnification Escrow Fund to the Primaeva Stockholders and Plan Participants,
          in the case of each of clauses (x) and (y), in accordance with the allocations
          of Schedule 2.7(a) as updated by the Spreadsheet; provided that prior
          thereto, the Securityholder Representative shall, with 15 days’ prior
          written notice to Syneron, have revised Schedule 2.7(a) as updated by
the           Spreadsheet to the extent necessary to reflect the distribution of such
amount           in accordance with the provisions of the Primaeva Certificate of
Incorporation           and/or the Bonus Plan, each as in effect as of the Closing Date,
          unless Syneron has disputed that such revision is required by the
provision           of the Primaeva Certificate of Incorporation and/or the Bonus Plan,
in which           event the parties shall in good faith attempt to resolve such dispute
through           discussion. If the Securityholder Representative and Syneron are unable
to           resolve such dispute within 15 days of the date Syneron has first disputed
the           revision, either party may demand arbitration of the matter and shall
follow the           applicable arbitration procedures set forth in Section 8.4(f). The
Escrow Agent           shall deliver any amounts to be distributed to the Plan
Participants pursuant to           this Section 8.4(b) to the Surviving Company, or to
any other U.S. subsidiary of           Syneron designated by Syneron, which shall then
distribute the amounts to the           Plan Participants as soon as reasonably
practicable, provided it shall be           entitled to withhold such amounts as may be
required to be deducted or withheld           therefrom under applicable Legal
Requirements relating to Taxes as an obligation           of the Plan Participants as
provided in Section 2.8(e).  







56







		    (c)        Protection
of Escrow Fund; Tax Matters.  







		    (i)        The
Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow           Period,
shall treat such fund as a trust fund in accordance with the terms of           this
Agreement and not as the property of Syneron and shall hold and dispose of           the
Escrow Fund only in accordance with the terms of this Article VIII,
          provided, however, that for income tax purposes all amounts in the
          Indemnification Escrow Fund shall be treated as owned by the immediate U.S.
          parent of the Surviving Company at the Effective Time.  







		    (ii)        Any
interest earned on the cash portion of the Escrow Fund shall be added to the
          Indemnification Escrow Fund and become a part thereof and subject to claim by
          the Indemnified Parties under Section 8.2 hereof. Such interest shall be
          reported as income of Syneron for U.S. federal income tax purposes, provided,
          however, that Syneron shall be entitled to recover from the Indemnification
          Escrow Fund any taxes paid or payable by Syneron on such interest (up to the
          amount of such interest).  







		    (d)        Claims
for Indemnification.  







		    (i)        An
Indemnified Party may seek recovery of Losses pursuant to this Article VIII           by
delivering to the Securityholder Representative, with a copy simultaneously
          provided to the Escrow Agent, an Officer’s Certificate in respect of such
          claim. For the purposes hereof, “Officer’s Certificate”          shall
mean a certificate signed by an authorized executive officer of Syneron:           (A)
stating that an Indemnified Party has paid, sustained, incurred, or properly
          accrued, or reasonably anticipates that it will have to pay, sustain, incur, or
          accrue Losses, and (B) specifying in reasonable detail the individual items of
          Losses included in the amount so stated, the date each such item was paid,
          sustained, incurred, or properly accrued, or the basis for such anticipated
          liability, and the nature of the misrepresentation, breach of warranty or
          covenant to which such item is related. Notwithstanding any other provision of
          this Agreement, the Indemnified Parties may not seek to recover indemnification
          or other relief for exemplary or punitive damages (unless such damages are
          incurred by the Indemnified Party as a result of a third party claim).  







		    (e)        Objections
to Claims against the Indemnification Escrow Fund. For a           period of thirty
(30) days after delivery of an Officer’s Certificate to           the Escrow Agent
by an Indemnified Party, the Escrow Agent shall make no           delivery to Syneron of
any Indemnification Escrow Amount hereof unless the           Escrow Agent shall have
received written authorization from the Securityholder           Representative to make
such delivery. After the expiration of such thirty (30)           day period, subject to
the limitations set forth in Section 8.3, the           Escrow Agent shall make
delivery of such amount from the Indemnification Escrow           Fund equal to the
amount of Losses claimed in the Officer’s Certificate,           provided that no
such payment or delivery may be made if the Securityholder           Representative,
shall object in a written statement to the claim made in the           Officer’s
Certificate (an “Objection Notice”), and such           Objection Notice
shall have been delivered to the Escrow Agent prior to the           expiration of such
thirty-day period.  








57







		    (f)        Resolution
of Conflicts; Arbitration.  







		    (i)        In
case the Securityholder Representative delivers an Objection Notice in
          accordance with Section 8.4(e), the Securityholder Representative and
          Syneron shall attempt in good faith to agree upon the rights of the respective
          parties with respect to each of such claims. If the Securityholder
          Representative and Syneron should so agree, a memorandum setting forth such
          agreement shall be prepared and signed by both parties and shall be furnished
to           the Escrow Agent. The Escrow Agent shall be entitled to rely on any such
          memorandum and make distributions from the Indemnification Escrow Fund in
          accordance with its terms.  







		    (ii)        If
no such agreement can be reached after good faith negotiation and prior to
          thirty (30) days after delivery of an Objection Notice, either Syneron or the
          Securityholder Representative may demand arbitration of the matter unless the
          amount of the Loss is at issue in pending litigation with a third party, in
          which event arbitration shall not be commenced until such amount is ascertained
          or both parties agree to arbitration, and in either such event the matter shall
          be settled by arbitration conducted by one arbitrator mutually agreeable to
          Syneron and the Securityholder Representative. In the event that, within thirty
          (30) days after submission of any dispute to arbitration, Syneron and the
          Securityholder Representative cannot mutually agree on one arbitrator, then,
          within fifteen (15) days after the end of such 30-day period, Syneron and the
          Securityholder Representative shall each select one arbitrator. The two
          arbitrators so selected shall select a third arbitrator. If the Securityholder
          Representative fails to select an arbitrator during this fifteen (15) day
          period, then the parties agree that the arbitration will be conducted by one
          arbitrator selected by Syneron and if the Syneron fails to select an arbitrator
          during this fifteen (15) day period, then the parties agree that the
arbitration           will be conducted by one arbitrator selected by the Securityholder
          Representative.  







		    (iii)        Any
such arbitration shall be held in San Mateo County, California, under the           rules
then in effect of the American Arbitration Association. The arbitrator           shall
determine how all expenses relating to the arbitration shall be paid,           including
the respective expenses of each party, the fees of the arbitrator and           the
administrative fee of the American Arbitration Association. The arbitrator
          shall set a limited time period and establish procedures designed to reduce the
          cost and time for discovery while allowing the parties an opportunity, adequate
          in the sole judgment of the arbitrator to discover relevant information from
the           opposing parties about the subject matter of the dispute. The arbitrator
shall           rule upon motions to compel or limit discovery and shall have the
authority to           impose sanctions, including attorneys’ fees and costs, to the
same extent           as a competent court of law or equity, should the arbitrator
determine that           discovery was sought without substantial justification or that
discovery was           refused or objected to without substantial justification. The
decision of the           arbitrator as to the validity and amount of any claim in such
Officer’s           Certificate shall be final, binding, and conclusive upon the
parties to this           Agreement. Such decision shall be written and shall be
supported by written           findings of fact and conclusions which shall set forth the
award, judgment,           decree or order awarded by the arbitrator, and the Escrow
Agent shall be           entitled to rely on, and make distributions from the Escrow
Funds in accordance           with, the terms of such award, judgment, decree or order as
applicable. Within           thirty (30) days of a decision of the arbitrator requiring
payment by one party           to another, such party shall make the payment to such
other party.  







58







		    (iv)        Judgment
upon any award rendered by the arbitrator may be entered in any court           having
jurisdiction. The forgoing arbitration provision shall apply to any           dispute
among the Indemnifying Parties and the Indemnified Parties under this Article VIII,
whether relating to claims with respect to the Escrow           Funds, or to other
indemnification obligations set forth in this Agreement,           including any claim to
a right of set off against the Milestone Payment pursuant           to Section 8.3(c).  







		    (g)        Third
Party Claims. In the event that Syneron receives notice of a third           party
claim (“Third Party Claim”) which would reasonably be           expect
to result in a demand against the Indemnification Escrow Fund, Syneron           shall
promptly notify the Securityholder Representative of such Third Party           Claim; provided,
however, that the failure to give prompt notice shall           not affect the
indemnification provided hereunder except to the extent the           Securityholder
Representative, on behalf of the Indemnifying Parties, has been           actually
prejudiced as a result of such failure. The notice of Third Party Claim           shall
include, based on the information then available to Syneron, a summary in
          reasonable detail of the basis for the Third Party Claim and a reasonable
          estimate of the Losses. The Securityholder Representative may, at his election,
          undertake and conduct the defense of such Third Party Claim. In such case, the
          Indemnified Party may continue to participate in the defense of such Third
Party           Claim, provided, however, that following the Securityholder
          Representative’s assumption of the defense of such Third Party Claim, all
          legal or other expenses subsequently incurred by the Indemnified Party shall be
          borne by the Indemnified Party. If (i) the Securityholder Representative has
          failed to assume the defense of such Third Party Claim within thirty (30) days
          of the Syneron’s delivery of notice of such Third Party Claim to the
          Securityholder Representative, (ii) the amounts reasonably expected to be
          incurred in connection with such Third Party Claim and all other outstanding
          claims on the Indemnification Escrow Fund exceeds the amount remaining in the
          Indemnification Escrow Fund, (iii) the Third Party Claim includes a claim for
          injunctive relief that is material to Syneron’s business, (iv) a conflict
          between the Indemnified Party and the Indemnifying Party arises or (v) if the
          litigation or outcome of such Third Party Claim would reasonably be expected to
          impact Syneron’s or the Surviving Company’s business in addition to
          the monetary damages paid in the claims (including, without limitation, any
          claim involving the Primaeva Intellectual Property Rights), then Syneron shall
          have the right to assume the defense of such Third Party Claim on behalf of the
          Indemnified Party. The Indemnified Party and the Securityholder Representative
          will render to each other such assistance as may reasonably be required of each
          other in order to insure proper and adequate defense of any Third Party Claim
          subject to this Section 8.4(g). To the extent that the Indemnified Party
          or the Securityholder Representative does not participate in the defense of a
          particular Third Party Claim, the party so proceeding with such Third Party
          Claim shall keep the other party informed of all material developments and
          events relating to such Third Party Claim. No Third Party Claim subject to this
Section 8.4(g) shall be settled, adjusted or compromised without the
          written consent of both the Indemnified Party and the Securityholder
          Representative, which consent shall not be unreasonably withheld, conditioned
or           delayed. The Escrow Agent shall not disburse any portion of the Escrow Fund
to           any third party except in accordance with joint written instructions
received           from Syneron and the Securityholder Representative. In the event that
the           Securityholder Representative has consented to any settlement, neither the
          Securityholder Representative nor any Indemnifying Person shall have any power
          or authority to object under Section 8.4(e) or any other provision of
          this Article VIII to any claim by any Indemnified Person against the
          Indemnification Escrow Fund for indemnity in the amount of such settlement.  







59







    8.5        Securityholder
Representative.  



		    (a)        By
virtue of the approval of the Merger and this Agreement by the Primaeva
          Stockholders, each of the Indemnifying Parties shall be deemed to have agreed
to           appoint Frazier Healthcare V, LP in as their agents and attorney in facts,
as           the Securityholder Representative for and on behalf of the Indemnifying
Parties           to give and receive notices and communications, to authorize payment to
any           Indemnified Party from the Escrow Funds in satisfaction of claims by such
          Indemnified Party pursuant to Article VIII, to object to such payments, to
audit           and dispute Syneron’s calculation of Net Revenue and Milestone
Payments, to           agree to, negotiate, enter into settlements and compromises of,
and demand           arbitration and comply with orders of courts and awards of
arbitrators with           respect to such claims, to assert, negotiate, enter into
settlements and           compromises of, and demand arbitration and comply with orders
of courts and           awards of arbitrators with respect to, any other claim by any
Indemnified Party           against any Indemnifying Party or by any such Indemnifying
Party against any           Indemnified Party or any dispute between any Indemnified
Party and any such           Indemnifying Party, in each case relating to this Agreement
or the transactions           contemplated hereby, and to take all other actions that are
either (i) necessary           or appropriate in the judgment of the Securityholder
Representative for the           accomplishment of the foregoing or (ii) specifically
mandated by the terms of           this Agreement. Such agency may be changed by the
Indemnifying Parties from time           to time; provided, however, that the
Securityholder Representative may           not be removed unless holders of a majority
of the Total As-Converted           Outstanding Common Shares agree to such removal and
to the identity of the           substituted agent. Notwithstanding the foregoing, a
vacancy in the position of           Securityholder Representative may be filled by the
holders of a majority of the           Total As-Converted Outstanding Common Shares. No
bond shall be required of the           Securityholder Representative, and the
Securityholder Representative shall not           receive any compensation for its
services. Notices or communications to or from           the Securityholder
Representatives shall constitute notice to or from the           Indemnifying Parties.  







		    (b)        The
Securityholder Representative will not be entitled to any fee, commission or
          other compensation for the performance of its service hereunder, but will be
          entitled to the payment of all of its out-of-pocket expenses incurred as
          Securityholder Representative to be paid from the Securityholder Representative
          Reserve.  







		    (c)        The
Securityholder Representative shall not be liable for any act done or           omitted
hereunder as Securityholder Representative while acting in good faith           and in
the exercise of reasonable judgment. The Indemnifying Parties shall           indemnify
the Securityholder Representative and hold the Securityholder           Representative
harmless against any loss, liability or expense incurred without           gross
negligence or bad faith on the part of the Securityholder Representative           and
arising out of or in connection with the acceptance or administration of the
          Securityholder Representative’s duties hereunder. A decision, act, consent
          or instruction of the Securityholder Representative, including an amendment,
          extension or waiver of this Agreement pursuant to Section 10.3 hereof,
          shall constitute a decision of the Indemnifying Parties and shall be final,
          binding and conclusive upon the Indemnifying Parties; and Syneron may rely upon
          any such decision, act, consent or instruction of the Securityholder
          Representative as being the decision, act, consent or instruction of the
          Indemnifying Parties. The Escrow Agent and Syneron are hereby relieved from any
          liability to any person for any acts done by them in accordance with such
          decision, act, consent or instruction of the either of Securityholder
          Representative.  







60









ARTICLE IX 



TERMINATION 



    9.1        Termination.
Notwithstanding the prior receipt of the Requisite Primaeva Stockholder Approval, this
Agreement may be terminated and the Merger may be abandoned at any time prior to the
Effective Time (it being agreed that the party hereto terminating this Agreement pursuant
to this Section 9.1 shall give prompt written notice of such termination to the
other party hereto):  



		    (a)        by
mutual written consent duly authorized by the Primaeva Board and the Syneron
          Board; or  







		    (b)        by
either Syneron or Primaeva if any Governmental Authority of competent
          jurisdiction shall have (i) enacted, issued, promulgated, entered, enforced or
          deemed applicable to the Merger any Legal Requirement that is in effect and has
          the effect of making the consummation of the Merger illegal in any jurisdiction
          in which Syneron or Primaeva have substantial business or operations, or which
          has the effect of prohibiting, preventing or otherwise restraining the
          consummation of the Merger in any jurisdiction in which Syneron or Primaeva
have           substantial business or operations or (ii) issued or granted any Order
that is           in effect and has the effect of making the Merger illegal in any
jurisdiction in           which Syneron or Primaeva have substantial business or
operations or which has           the effect of prohibiting, preventing or otherwise
restraining the Merger in any           jurisdiction in which Syneron or Primaeva have
substantial business or           operations, and such Order has become final and
non-appealable; or  







		    (c)        by
either Syneron or Primaeva if the Merger shall have not been consummated by
          January 14, 2010 (the “Termination Date”); and provided,
          however, that the right to terminate this Agreement pursuant to this Section
9.1(c) shall not be available to any party hereto whose action or           failure
to fulfill any covenant or obligation under this Agreement has been the
          proximate cause of or resulted in any of the conditions to the consummation of
          the transactions contemplated hereby set forth in Article VII having
          failed to be satisfied or fulfilled on or prior to the Termination Date, and
          such action or failure to fulfill any covenant or obligation constitutes a
          material breach of this Agreement; or  







		    (d)        by
either Syneron or Primaeva (provided it is not then in material breach of any
          of its agreements or other covenants under this Agreement) in the event of (i)
a           breach of any covenant or agreement set forth in this Agreement by the other
          party hereto or (ii) any inaccuracy in the representations and warranties of
the           other party hereto set forth in this Agreement when made or at any time
prior to           the Effective Time, in either case such that the conditions to the
consummation           of the transactions contemplated hereby set forth in Section
7.2(a) or Section 7.2(b) in the case of Syneron, or Section 7.3(a) or
Section 7.3(b) in the case of Primaeva, would not be satisfied as of the
          time of such breach or as of the time such representation and warranty became
          inaccurate; provided, however, that notwithstanding the foregoing, in
the           event that any such breach or inaccuracy is curable through the exercise of
          commercially reasonable efforts by the party committing such breach or making
          such inaccurate representations and warranties, then the party seeking to
          terminate this Agreement pursuant to this Section 9.1(d) shall not be
          permitted to terminate this Agreement pursuant to this Section 9.1(d)
          until the expiration of a thirty (30) calendar day period after delivery of
          written notice of such breach or inaccuracy to the party committing such breach
          or making such inaccurate representations and warranties (it being understood
          that the party seeking to terminate this Agreement pursuant to this Section
          9.1(d) may not terminate this Agreement pursuant to this Section
          9.1(d) if such breach or inaccuracy is cured by the other party hereto
          within such thirty (30) calendar day period); or  







61







		    (e)        by
Primaeva immediately prior to entering into a definitive agreement with           respect
to a Superior Proposal, provided that (A) Primaeva has not breached or           violated
(or be deemed, pursuant to the terms thereof, to have breached or           violated) the
terms of Section 6.1 or Section 6.2, (B) subject to           the terms of
this Agreement, the Primaeva Board has effected a Primaeva Board           Recommendation
Change and authorized Primaeva to enter into a definitive           agreement for a
transaction that constitutes a Superior Proposal, and (C)           immediately following
such termination Primaeva enters into a definitive           agreement to effect such
Superior Proposal; or  







		    (f)        by
Syneron in the event of a Triggering Event regarding Primaeva.  







    9.2        Effect
of Termination. In the event of the termination of this Agreement pursuant to Section
9.1, this Agreement shall forthwith become void and there shall be no liability on
the part of any party hereto or any of its directors, officers, affiliates or
stockholders except (i) that the provisions of this Section 9.2 and Article X shall
survive any termination of this Agreement and (ii) nothing herein shall relieve any party
from liability for any willful breach of this Agreement. The Confidentiality Agreement
shall survive termination of this Agreement.  





ARTICLE X 



GENERAL PROVISIONS 



    10.1        Notices.
All notices and other communications given or made pursuant hereto shall be in writing
and shall be deemed to have been duly given or made if and when delivered personally or
by overnight courier to the parties at the following addresses or sent by electronic
transmission (including by email), with confirmation received, to the telecopy numbers
specified below (or at such other address or telecopy number for a party as shall be
specified by like notice):  



	 	    (a) 	 If
to Syneron or Merger Sub: 







	 	
 Syneron Medical Ltd.

Industrial Zone

Tavor Building

P.O.B. 550

Yokneam Illit 20692

Israel

Attention:  General Counsel

Facsimile:  972-73-244-2202 







62








	 	
With
a copy (which shall not constitute notice) to: 







	 	
                           Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.

                           One Azrieli Center, Round Building

                           Tel Aviv 67021

                           Israel

                           Attention:  Einat Meisel, Esq.

                           Facsimile:  972-3-607-4411 










	 	(b) 	 If
to Primaeva: 






	 	
                           Primaeva Medical, Inc.

                           Hacienda Dr., Suite 100,

                           Pleasanton, CA 94588

                           Facsimile:  925-621-6101 









	 	
With
a copy (which shall not constitute notice) to: 







	 	
                           Latham & Watkins

                           140 Scott Drive

                           Menlo Park, CA 94025

                           Attention: Mike Hall

                           Facsimile:  650-463-2600








	 	(c) 	If
to the Securityholder Representatives, to: 






	 	
                            Frazier Healthcare V, LP

                           Two Union Square

                           601 Union Street, Suite 320

                           Seattle, WA 98101

                           Attn: Trevor Moody

                           Facsimile:   206-621-1848









	 	(d) 	If
to the Escrow Agent, to: 






	 	
                           U.S. Bank National Association

                           Corporate Trust Services

                           One California Street Suite 1000

                           San Francisco, CA  94111

                           Attention:  Claude Acoba

                           Tel. # (415) 273-4532

                           Facsimile No.: 415-273-4590










Any such notice or communication
shall be deemed to have been delivered and received (i) in the case of personal delivery,
on the date of such delivery, (ii) in the case of facsimile, on the date sent if
confirmation of receipt is received and such notice is also promptly mailed by registered
or certified mail (return receipt requested), (iii) in the case of a nationally-recognized
overnight courier in circumstances under which such courier guarantees next Business Day
delivery, on the next Business Day after the date when sent and (iv) in the case of
mailing, on the third (3rd) Business Day following that on which the piece of mail
containing such communication is posted. 



63







    10.2        Amendment.
Subject to applicable Legal Requirements and the other provisions of this Agreement, this
Agreement may be amended by the parties hereto by action taken by their respective boards
of directors at any time prior to the Effective Time by execution of an instrument in
writing signed on behalf of each of Syneron, Merger Sub and Primaeva; provided, however,
that, after the adoption of this Agreement by the Primaeva Stockholders, no amendment may
be made to this Agreement that requires further approval by such stockholders under
applicable Legal Requirements.  



    10.3        Extension;
Waiver. At any time and from time to time prior to the Effective Time, any party or
parties hereto may, to the extent legally allowed and except as otherwise set forth
herein, (a) extend the time for the performance of any of the obligations or other acts
of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the
representations and warranties made to such party or parties hereto contained herein or
in any document delivered pursuant hereto and (c) waive compliance with any of the
agreements or conditions for the benefit of such party or parties hereto contained
herein. Any agreement on the part of a party or parties hereto to any such extension or
waiver shall be valid only if set forth in an instrument in writing signed on behalf of
such party or parties, as applicable. Any delay in exercising any right under this
Agreement shall not constitute a waiver of such right.  



    10.4        Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any Legal Requirement, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect so long
as the economic or legal substance of the transactions contemplated hereby is not
affected in any manner adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the fullest extent possible.  



    10.5        Entire
Agreement. This Agreement (including the documents and instruments referred to
herein, including the Confidentiality Agreement) constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.  



    10.6        Assignment.
This Agreement shall not be assigned by operation of law or otherwise, except that
following the Effective Time Syneron and Merger Sub may assign all or any of their rights
hereunder to any wholly owned subsidiary thereof; provided, however, that no such
assignment pursuant to this Section 10.6 shall relieve Syneron of any of its
obligations hereunder.  



64







    10.7        Failure
or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any
party hereto in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of, or acquiescence in, any breach of any representation,
warranty or agreement herein, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or of any other right. All rights and
remedies existing under this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available.  



    10.8        Governing
Law. This Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without regard to the conflict of law provisions
thereof.  



    10.9        Consent
to Jurisdiction. Each of the parties hereto irrevocably consents to the exclusive
jurisdiction and venue of any state court located within the State of California in
connection with any matter based upon or arising out of this Agreement or the
transactions contemplated hereby, agrees that process may be served upon them in any
manner authorized by the laws of the State of California for such persons and waives and
covenants not to assert or plead any objection which they might otherwise have to such
jurisdiction, venue and process. Each party hereto hereby agrees not to commence any
legal proceedings relating to or arising out of this Agreement or the transactions
contemplated hereby in any jurisdiction or courts other than as provided herein.  



    10.10        Waiver
of Jury Trial. EACH OF SYNERON, MERGER SUB AND PRIMAEVA HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HERBY OR THE ACTIONS OF SYNERON, MERGER SUB OR PRIMAEVA IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.  



    10.11        Specific
Performance. The parties agree that irreparable damage would occur and that the
parties would not have any adequate remedy at law in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement, this being in addition to any
other remedy to which they are entitled at law or in equity.  



    10.12        Counterparts.
This Agreement may be executed in two or more counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.  



[Remainder of Page
Intentionally Left Blank] 



65







        IN
WITNESS WHEREOF, Syneron, Merger Sub, Primaeva, Escrow Agent and Securityholder
Representative have caused this Agreement to be executed as of the date first written
above by their respective officers thereunto duly authorized.  




		
		
		
		
		
	 	SYNERON MEDICAL LTD. 
	 
	 
	 	By: /s/ Fabian Tenenbaum 
	 	Name: Fabian Tenenbaum
	 	Title: CFO
	 
	 	REVIVE HOLDING SUB INC. 
	 
	 
	 	By: /s/ Fabian Tenenbaum 
	 	Name: Fabian Tenenbaum
	 	Title: President
	 
	 	PRIMAEVA MEDICAL, INC. 
	 
	 
	 	By: /s/ Bankim Mehta 
	 	Name: Bankim Mehta
	 	Title: CEO
	 
	 	ESCROW AGENT 
	 
	 
	 	By: /s/ Claude Acoba 
	 	Name: Claude Acoba
	 	Title: Vice President
	 
	 	SECURITYHOLDER REPRESENTATIVE 
	 
	 	Frazier Healthcare V, LP 
	 	By FHM V, LP, its general partner 
	 	By FHM V, LLC, its general partner 
	 
	 	By: /s/ Trevor Moody 
	 	Name: Trevor Moody
	 	Title: Member
















Exhibit A 



October __, 2009 



To: 



Primaeva Medical, Inc.
(the “Corporation”) 



Re:    Letter of Waiver and
Release (this “Release”) 



I, __________________, of
__________________, hereby acknowledge, declare and confirm the following: 



        1.              I
am signing this document of my own free will and after being made fully aware
          of all my rights and obligations. I understand that this document is a legally
          binding document that relates to rights, benefits and payments to which I am
          entitled under applicable law as well as various agreements with the
          Corporation. Prior to signing this document, I have read it carefully and I
have           consulted with such experts, as I have deemed appropriate.  




        2.              I
was informed that the Corporation has entered into an Agreement and Plan of
          Merger (the “Merger Agreement”), dated October 14, 2009, with Syneron
          Medical Ltd. (“SML”) and a wholly owned subsidiary of SML (the
          “Merger”). The effective date of the Merger as contemplated in the
          Merger Agreement is referred to herein as the “Effective Date”. As of
          the Effective Date, my employment with the Corporation will cease and my
          employee-employer relationship with the Corporation will end and I will
commence           employment with Syneron, Inc. (“Syneron”) under the terms of
the offer           letter I signed with Syneron on October 14, 2009 (the “Offer
Letter”).  




        3.              I
hereby acknowledge and agree that as further contemplated by the Offer Letter,
          subject to the consummation of the Merger, the Change of Control and Severance
          Agreement between me and the Corporation, dated September 1, 2009 (the
          “Severance Agreement”), shall be terminated immediately prior to the
          Merger, and shall be of no further force and effect, with respect to the Merger
          or otherwise and I will receive no payments under the Severance Agreement.  




        4.              I
am a “Participant” under the Corporation’s Management and
          Employee Carve-Out Plan which was adopted by the Corporation’s Board of
          Directors on ______________, 2009 (the “Carve-Out Plan”). I hereby
          acknowledge, declare and confirm that the compensation to be paid to me as a
          “Plan Participant” (as such term is defined in the Merger Agreement)
          under the Merger Agreement (the “Carve-Out Plan Compensation”)
          reflects the full compensation to which I am entitled under the Carve-Out Plan.  




        5.              The
Corporation has prepared a final accounting report entitling me to an
          outstanding aggregate amount of US$ ________ for unpaid salary, vacation and
          other benefits to which I am entitled as of the Effective Date (the “Cash
          Compensation”). The Carve-Out Plan Compensation and Cash Compensation
          reflect the only remaining compensation to which I am entitled to receive from
          the Corporation, and I am not and will not be entitled to any other form of
          compensation, commission, fee, bonus, reimbursement, vacation, bonuses,
          severance payments, or any other form of payment, in money, or otherwise, by
          virtue of any agreement or custom or by virtue of any other grounds, even if
not           specifically mentioned in this Release.  












        6.              Following
my execution of this Release, the Offer Letter and the Proprietary           Information
and Inventions Agreement between Syneron and me dated October 14,           2009 (the
“PIIA”), and in consideration for and conditioned on my           compliance
with each and every commitment and obligation set forth in this           Release,
Syneron will employ me pursuant to the terms as set forth in the Offer           Letter (“Consideration”).
I acknowledge and agree that but for this           Release I would not be entitled to
employment with Syneron and further that if I           exercise any right of revocation
prior to the expiration of the applicable           revocation period specified in
Section 16 of this Release, the Offer Letter will           be automatically revoked and
my employment with Syneron will be terminated for           cause and I will not be
eligible to receive any Consultation Benefits.  




        7.              I,
on my own behalf and for my spouse, children, successors, heirs, executors,
          trustees, and assigns, hereby irrevocably and unconditionally release, waive,
          remise and discharge the Corporation on the one hand, and SML and Syneron on
the           other hand, as the Corporation’s successors, and each of their
respective           owners, stockholders, predecessors, successors, assigns, agents,
directors,           officers, employees, former employees, accountants, representatives,
attorneys,           benefit plans, insurers, parent companies, divisions, subsidiaries,
affiliates           (and owners, stockholders, predecessors, successors, assigns,
agents, directors,           officers, employees, representatives, accountants,
attorneys, benefit plans and           insurers of such parent companies, divisions,
subsidiaries and affiliates) and           all persons acting by, through, or under or in
concert with any of them           (collectively the “Releasees”) from any and
all claims, causes of           action, demands, complaints and liabilities (including
but not limited to           attorneys’ fees) of any kind whatsoever, whether now
known or unknown,           suspected or claimed, which I have or may claim to have
against any Releasee           relating to or arising out of any matter or thing which
occurred on or prior to           the date of execution of this Agreement, including,
without limitation, any and           all matters arising out of or relating to my
ownership interest in the           Corporation or my employment with the Corporation and
claims under the Severance           Agreement and the Carve-Out Plan (except nothing in
this Release shall be           construed to waive any claims I may have concerning
payments I am entitled to as           a Plan Participant under the Merger Agreement).  




        8.              The
released, waived, and discharged claims also include, but are not limited to
          claims of any kind for unfair business practices, including without limitation,
          unfair competition, wrongful discharge, constructive discharge, defamation,
          invasion of privacy, infliction of emotional distress, misrepresentation or
          fraudulent inducement, breach of any express or implied contract, claims
arising           under any company handbook, manual, policy, or practice, any other
claims for           severance pay, attorneys fees and costs, expenses, benefits,
bonuses, back pay,           future wage loss, front pay, claims for benefits under any
employee benefit plan           or program, claims for a breach of an implied covenant of
good faith and fair           dealing, claims for interference with contract, negligence,
or claims under any           federal, state, municipal, or local insurance, human
rights, civil rights,           wage-hour, pension, or labor laws, rules or regulations,
public policy, contract           or tort laws, or any claim of retaliation under such
laws, or any claim arising           under common law, or under the constitution or any
amendments thereto, or any           other claim which could be asserted against the
Releasees or which arise out of           the my employment relationship with the
Corporation or the termination of that           employment relationship.  












        9.              The
released, waived, and discharged claims also include, but are not limited to
          Federal and State claims of any kind arising under Title VII of the Civil
Rights           Act of 1964, as amended; the Civil Rights Act of 1991; the Americans
with           Disabilities Act; the Equal Pay Act; the Employee Retirement Income
Security Act           (ERISA), as amended; the Family and Medical Leave Act; the Fair
Labor Standards           Act; the Worker Adjustment and Retraining Notification Act
(WARN Act); the           Reconstruction Era Civil Rights Act, as amended; the
Sarbanes-Oxley Act; the           Occupational Safety and Health Act; the Health
Insurance Portability and           Accountability Act; the California Fair Employment
and Housing Act; the           California Family Rights Act; the California Labor Code
(including, without           limitation, Section 132a and Sections 1400-1408); the
California Business &          Professions Code Section 17200 et seq.; or any other
federal, state, municipal           and/or local statutes, regulations, or ordinances of
any kind.  




        10.              I
acknowledge and agree that this Release does not cover any non-waivable claims
          that I cannot lawfully waive or release.  




        11.              To
the extent not prohibited by applicable law, I shall not commence,           participate
in, or voluntarily provide assistance in connection with any           grievance, action,
suit or proceeding against the Corporation or SML or Syneron           before any court,
administrative agency or other tribunal, nor shall I directly           or indirectly
encourage any other person to engage in any such activities. In           the event that
I am served with or otherwise receive a summons, subpoena or any           other legal
notice requiring me to provide assistance in connection with any           grievance,
action, suit or proceeding against the Corporation SML or Syneron           before any
court, administrative agency or other tribunal, I shall notify the           Corporation
SML and Syneron of such service or receipt, by sending a copy of           such summons,
subpoena or legal notice by hand delivery or by registered mail           within 5 (five)
days of such service or receipt.  




        12.    Waiver
of Known & Unknown Claims, Including A Specific Waiver of           California Civil
Code Section 1542. I expressly waive all rights           afforded by any
statute (such as Section 1542 of the Civil Code of the State of           California or
any other comparable state statute) which limits the effect of a           release with
respect to unknown claims. I understands the significance of my           release of
unknown claims and my waiver of statutory protection against a           release of
unknown claims (such as under Section 1542 of the California Civil           Code or
under any other comparable state statute). For instance, I expressly           waive
Section 1542 of The Civil Code of the State of California, which states as
          follows:  




	 	
A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR 
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH 
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH 
THE DEBTOR. 






        I
hereby specifically acknowledge and agree that my waiver of known and unknown claims and
of Section 1542 of the Civil Code of the State of California is knowing and voluntary. 



        13.              I
agree to keep the terms and conditions of this Release confidential, and not           to
discuss or disclose them to any other persons, including, but not limited to,
          former or current employees or customers of the Corporation, but excluding my
          spouse, immediate family, attorneys, accountants, or tax preparers (each of
whom           shall be advised of the necessity to maintain confidentiality), except as
          required by law or pursuant to legal proceedings.  












        14.              This
Release contains the complete understanding between me and the Corporation
          relating to the subject matter thereof and cannot be changed unless by written
          agreement of both me and the Corporation.  




        15.              This
Release shall not affect the rights and responsibilities of the U.S. Equal
          Employment Opportunity Commission (the “EEOC”) to enforce the ADEA
and           other laws, and this Release shall not be used to justify interfering with
my           protected right to file a charge or participate in an investigation or
          proceeding conducted by the EEOC. Nevertheless, I knowingly and voluntarily
          waive all rights or claims (that arose prior to my execution of this Release)
          that I may have against the Corporation and the other Releasees, to receive any
          monies, benefits or other remedial relief of any nature (including without
          limitation, reinstatement, front and/or back pay, damages and attorneys’          fees)
as a consequence of any charge filed with the EEOC, and of any litigation
          concerning any facts alleged in any such charge.  




        16.    Acknowledgment
of Rights and Waiver of Claims Under the Age Discrimination           In Employment Act (“ADEA”). I
acknowledge that I have           been advised by this writing that: (a) my waiver and
release does not apply to           any claims that arise after my execution of this
Release; (b) I should consult           with, with an attorney prior to executing this
Release; (c) I have twenty-one           (21) calendar days after my receipt of this
Release to consider this Release and           execute it (although I may by my own
choice execute this Release earlier, but           may not do so before the Effective
Date); (d) I have seven (7) calendar days           following my execution of this
Release to revoke it in writing; and (e) this           Release shall not be effective or
enforceable until the eighth calendar day           after I execute this Agreement,
provided I have not exercised my right of           revocation. I further acknowledge and
agree that (i) the Consideration given for           this Release is in addition to
anything of value to which I am already is           entitled; (ii) but for this Release,
I would not be entitled to the           Consideration specified in Section 6, above; and
(iii) I am knowingly and           voluntarily waiving and releasing any rights I may
have under the Age           Discrimination in Employment Act, as amended.  




        I
may revoke this Release within seven (7) calendar days after I execute of this Release by
giving the Corporation written notice of my revocation of this Agreement by delivering
such notice ( e.g., by hand delivery, facsimile or overnight mail) to
__________________________________________ Fax ___________ with a copy to Mr. Leor Porat
via email at leorp@syneron.com. Such notice must be received by the Corporation before the
expiration of the seven (7) day revocation period, and the Release will not become
effective and enforceable until the seven (7) day revocation period has expired without
revocation of the Release by me. 



        17.              Should
any provision in this Release be deemed illegal or unenforceable for any
          reason, I agree to promptly, upon the Corporation’s request, execute a new
          general release of all claims against the Corporation and the other Releasees
          and/or a new provision that is legal and enforceable. I further acknowledge and
          agree to cooperate with the Corporation and its counsel in seeking any
          governmental or court approval of the terms of this Release in order to ensure
          that it is enforceable as written.  











        18.              I
agree and acknowledge that I will cooperate with the Corporation and the other
          Releasees, and their counsel, including, without limitation, by making myself
          available to meet with representatives of the Corporation or the Releasees in
          connection with any investigation, administrative proceeding or litigation
          relating to any matter that occurred during my employment with the Corporation
          in which I was involved, or of any other matter which I may have knowledge or
          other information.  




        19.              I
am fully aware of all of my rights and I acknowledge, declare, confirm and
          agree to all that is stated above.  




        20.              I
represent and warrant to SML and the Company that I was represented by legal
          counsel during the negotiations of the terms of this Release, and that the
terms           of this Release were negotiated by my counsel and the Company’s
          counsel.  The language of this Release shall be construed as a whole
          according to its fair meaning and not strictly for or against any party
          hereto.  




        IN
WITNESS WHEREOF, I have hereunto voluntarily set my hand of my own free will under seal as
to the date written above. 


           [signature]





 [_________________]













October __, 2009 



To: 



Primaeva Medical, Inc.
(the “Corporation”) 



Re:    Letter of Waiver and
Release (this “Release”)  



I, __________________, of
__________________, hereby acknowledge, declare and confirm the following: 



        1.              I
am signing this document of my own free will and after being made fully aware
          of all my rights and obligations. I understand that this document is a legally
          binding document that relates to rights, benefits and payments to which I am
          entitled under applicable law as well as various agreements with the
          Corporation. Prior to signing this document, I have read it carefully and I
have           consulted with such experts, as I have deemed appropriate.  




        2.              I
was informed that the Corporation has entered into an Agreement and Plan of
          Merger (the “Merger Agreement”), dated October 14, 2009, with Syneron
          Medical Ltd. (“SML”) and a wholly owned subsidiary of SML (the
          “Merger”). The effective date of the Merger as contemplated in the
          Merger Agreement is referred to herein as the “Effective Date”. As of
          the Effective Date, my employment with the Corporation will cease and my
          employee-employer relationship with the Corporation will end and I will
commence           employment with Syneron, Inc. (“Syneron”) under the terms of
the offer           letter I signed with Syneron on October 14, 2009 (the “Offer
Letter”).  




        3.              I
hereby acknowledge and agree that as further contemplated by the Offer Letter,
          subject to the consummation of the Merger, the Change of Control and Severance
          Agreement between me and the Corporation, dated September 1, 2009 (the
          “Severance Agreement”), shall be terminated immediately prior to the
          Merger, and shall be of no further force and effect, with respect to the Merger
          or otherwise and I will receive no payments under the Severance Agreement.  




        4.              I
am a “Participant” under the Corporation’s Management and
          Employee Carve-Out Plan which was adopted by the Corporation’s Board of
          Directors on September 14, 2009 (the “Carve-Out Plan”). I hereby
          acknowledge, declare and confirm that the compensation to be paid to me as a
          “Plan Participant” (as such term is defined in the Merger Agreement)
          under the Merger Agreement (the “Carve-Out Plan Compensation”)
          reflects the full compensation to which I am entitled under the Carve-Out Plan.  




        5.              The
Corporation has prepared a final accounting report entitling me to an
          outstanding aggregate amount of US$ ________ for unpaid salary, vacation and
          other benefits to which I am entitled as of the Effective Date (the “Cash
          Compensation”). The Carve-Out Plan Compensation and Cash Compensation
          reflect the only remaining compensation to which I am entitled to receive from
          the Corporation, and I am not and will not be entitled to any other form of
          compensation, commission, fee, bonus, reimbursement, vacation, bonuses,
          severance payments, or any other form of payment, in money, or otherwise, by
          virtue of any agreement or custom or by virtue of any other grounds, even if
not           specifically mentioned in this Release.  











        6.              Following
my execution of this Release, the Offer Letter and the Proprietary           Information
and Inventions Agreement between Syneron and me dated October 14,           2009 (the
“PIIA”), and in consideration for and conditioned on my           compliance
with each and every commitment and obligation set forth in this           Release,
Syneron will employ me pursuant to the terms as set forth in the Offer           Letter (“Consideration”).
I acknowledge and agree that but for this           Release I would not be entitled to
employment with Syneron.  




        7.              I,
on my own behalf and for my spouse, children, successors, heirs, executors,
          trustees, and assigns, hereby irrevocably and unconditionally release, waive,
          remise and discharge the Corporation on the one hand, and SML and Syneron on
the           other hand, as the Corporation’s successors, and each of their
respective           owners, stockholders, predecessors, successors, assigns, agents,
directors,           officers, employees, former employees, accountants, representatives,
attorneys,           benefit plans, insurers, parent companies, divisions, subsidiaries,
affiliates           (and owners, stockholders, predecessors, successors, assigns,
agents, directors,           officers, employees, representatives, accountants,
attorneys, benefit plans and           insurers of such parent companies, divisions,
subsidiaries and affiliates) and           all persons acting by, through, or under or in
concert with any of them           (collectively the “Releasees”) from any and
all claims, causes of           action, demands, complaints and liabilities (including
but not limited to           attorneys’ fees) of any kind whatsoever, whether now
known or unknown,           suspected or claimed, which I have or may claim to have
against any Releasee           relating to or arising out of any matter or thing which
occurred on or prior to           the date of execution of this Agreement, including,
without limitation, any and           all matters arising out of or relating to my
ownership interest in the           Corporation or my employment with the Corporation and
claims under the Severance           Agreement and the Carve-Out Plan (except nothing in
this Release shall be           construed to waive any claims I may have concerning
payments I am entitled to as           a Plan Participant under the Merger Agreement).  




        8.              The
released, waived, and discharged claims also include, but are not limited to
          claims of any kind for unfair business practices, including without limitation,
          unfair competition, wrongful discharge, constructive discharge, defamation,
          invasion of privacy, infliction of emotional distress, misrepresentation or
          fraudulent inducement, breach of any express or implied contract, claims
arising           under any company handbook, manual, policy, or practice, any other
claims for           severance pay, attorneys fees and costs, expenses, benefits,
bonuses, back pay,           future wage loss, front pay, claims for benefits under any
employee benefit plan           or program, claims for a breach of an implied covenant of
good faith and fair           dealing, claims for interference with contract, negligence,
or claims under any           federal, state, municipal, or local insurance, human
rights, civil rights,           wage-hour, pension, or labor laws, rules or regulations,
public policy, contract           or tort laws, or any claim of retaliation under such
laws, or any claim arising           under common law, or under the constitution or any
amendments thereto, or any           other claim which could be asserted against the
Releasees or which arise out of           the my employment relationship with the
Corporation or the termination of that           employment relationship.  




        9.              The
released, waived, and discharged claims also include, but are not limited to
          Federal and State claims of any kind arising under Title VII of the Civil
Rights           Act of 1964, as amended; the Civil Rights Act of 1991; the Americans
with           Disabilities Act; the Equal Pay Act; the Employee Retirement Income
Security Act           (ERISA), as amended; the Family and Medical Leave Act; the Fair
Labor Standards           Act; the Worker Adjustment and Retraining Notification Act
(WARN Act); the           Reconstruction Era Civil Rights Act, as amended; the
Sarbanes-Oxley Act; the           Occupational Safety and Health Act; the Health
Insurance Portability and           Accountability Act; the California Fair Employment
and Housing Act; the           California Family Rights Act; the California Labor Code
(including, without           limitation, Section 132a and Sections 1400-1408); the
California Business &          Professions Code Section 17200 et seq.; or any other
federal, state, municipal           and/or local statutes, regulations, or ordinances of
any kind.  












        10.              I
acknowledge and agree that this Release does not cover any non-waivable claims
          that I cannot lawfully waive or release.  




        11.              To
the extent not prohibited by applicable law, I shall not commence,           participate
in, or voluntarily provide assistance in connection with any           grievance, action,
suit or proceeding against the Corporation or SML or Syneron           before any court,
administrative agency or other tribunal, nor shall I directly           or indirectly
encourage any other person to engage in any such activities. In           the event that
I am served with or otherwise receive a summons, subpoena or any           other legal
notice requiring me to provide assistance in connection with any           grievance,
action, suit or proceeding against the Corporation SML or Syneron           before any
court, administrative agency or other tribunal, I shall notify the           Corporation
SML and Syneron of such service or receipt, by sending a copy of           such summons,
subpoena or legal notice by hand delivery or by registered mail           within 5 (five)
days of such service or receipt.  




        12.    Waiver
of Known & Unknown Claims, Including A Specific Waiver of           California Civil
Code Section 1542. I expressly waive all rights           afforded by any
statute (such as Section 1542 of the Civil Code of the State of           California or
any other comparable state statute) which limits the effect of a           release with
respect to unknown claims. I understands the significance of my           release of
unknown claims and my waiver of statutory protection against a           release of
unknown claims (such as under Section 1542 of the California Civil           Code or
under any other comparable state statute). For instance, I expressly           waive
Section 1542 of The Civil Code of the State of California, which states as
          follows:  




	 	
A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
 EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM OR  HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 






        I
hereby specifically acknowledge and agree that my waiver of known and unknown claims and
of Section 1542 of the Civil Code of the State of California is knowing and voluntary. 



        13.              I
agree to keep the terms and conditions of this Release confidential, and not           to
discuss or disclose them to any other persons, including, but not limited to,
          former or current employees or customers of the Corporation, but excluding my
          spouse, immediate family, attorneys, accountants, or tax preparers (each of
whom           shall be advised of the necessity to maintain confidentiality), except as
          required by law or pursuant to legal proceedings.  











        14.              This
Release contains the complete understanding between me and the Corporation
          relating to the subject matter thereof and cannot be changed unless by written
          agreement of both me and the Corporation.  




        15.              This
Release shall not affect the rights and responsibilities of the U.S. Equal
          Employment Opportunity Commission (the “EEOC”) to enforce the ADEA
and           other laws, and this Release shall not be used to justify interfering with
my           protected right to file a charge or participate in an investigation or
          proceeding conducted by the EEOC. Nevertheless, I knowingly and voluntarily
          waive all rights or claims (that arose prior to my execution of this Release)
          that I may have against the Corporation and the other Releasees, to receive any
          monies, benefits or other remedial relief of any nature (including without
          limitation, reinstatement, front and/or back pay, damages and attorneys’          fees)
as a consequence of any charge filed with the EEOC, and of any litigation
          concerning any facts alleged in any such charge.  




        16.    [Intentionally
Left Blank] 




        17.              Should
any provision in this Release be deemed illegal or unenforceable for any
          reason, I agree to promptly, upon the Corporation’s request, execute a new
          general release of all claims against the Corporation and the other Releasees
          and/or a new provision that is legal and enforceable. I further acknowledge and
          agree to cooperate with the Corporation and its counsel in seeking any
          governmental or court approval of the terms of this Release in order to ensure
          that it is enforceable as written.  




        18.              I
agree and acknowledge that I will cooperate with the Corporation and the other
          Releasees, and their counsel, including, without limitation, by making myself
          available to meet with representatives of the Corporation or the Releasees in
          connection with any investigation, administrative proceeding or litigation
          relating to any matter that occurred during my employment with the Corporation
          in which I was involved, or of any other matter which I may have knowledge or
          other information.  




        19.              I
am fully aware of all of my rights and I acknowledge, declare, confirm and
          agree to all that is stated above.  




        20.              I
represent and warrant to SML and the Company that I was represented by legal
          counsel during the negotiations of the terms of this Release, and that the
terms           of this Release were negotiated by my counsel and the Company’s
          counsel.  The language of this Release shall be construed as a whole
          according to its fair meaning and not strictly for or against any party
          hereto.  




        IN
WITNESS WHEREOF, I have hereunto voluntarily set my hand of my own free will under seal as
to the date written above. 


           [signature]





 [_________________]










Exhibit B 


Form of Legal Opinion