8-A12G/A











Exhibit 4.2  



SYNERON MEDICAL LTD. 



and 



AMERICAN STOCK TRANSFER
& TRUST COMPANY, LLC 



Rights Agreement 



Dated as of November
11, 2008 










TABLE OF CONTENTS  




			Page

	 		
			
			
			
	Section 1.	Definitions	1 
	Section 2.	Appointment of Rights Agent	3 
	Section 3.	Issue of Right Certificates	3 
	Section 4.	Form of Right Certificates	5 
	Section 5.	Countersignature and Registration	6 
	Section 6.	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
	 	Destroyed, Lost or Stolen Right Certificates	6 
	Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	6 
	Section 8.	Cancellation and Destruction of Right Certificates	7 
	Section 9.	Availability of Ordinary Shares	7 
	Section 10.	Ordinary Shares Record Date	8 
	Section 11.	Adjustment of Purchase Price, Number of Shares or Number of Rights	9 
	Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	11 
	Section 13.	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	11 
	Section 14.	Fractional Rights and Fractional Shares	12 
	Section 15.	Rights of Action	12 
	Section 16.	Agreement of Right Holders	12 
	Section 17.	Right Certificate Holder Not Deemed a Shareholder	13 
	Section 18.	Concerning the Rights Agent	13 
	Section 19.	Merger or Consolidation or Change of Name of Rights Agent	14 
	Section 20.	Duties of Rights Agent	14 
	Section 21.	Change of Rights Agent	15 
	Section 22.	Issuance of New Right Certificates	16 
	Section 23.	Redemption	16 
	Section 24.	Exchange	17 
	Section 25.	Notice of Certain Events	17 
	Section 26.	Notices	18 
	Section 27.	Supplements and Amendments	18 
	Section 28.	Successors	19 
	Section 29.	Determinations and Actions by the Board of Directors, etc	19 
	Section 30.	Benefits of this Agreement	19 
	Section 31.	Severability	19 
	Section 32.	Governing Law	19 
	Section 33.	Counterparts	19 
	Section 34.	Descriptive Headings	19 
	Section 35.	Force Majeure	20 
	 
	Signatures	 	20 
	 
	Exhibit A - Form of Right Certificate
	Exhibit B - Summary of Rights to Purchase Ordinary Shares














        Rights
Agreement (“Agreement”), dated as of November 11, 2008, between SYNERON
MEDICAL LTD., an Israeli company (the “Company”), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, LLC, a NY Limited Liability trust company, as rights agent
(the “Rights Agent”). 



        The
Board of Directors of the Company has authorized and declared a dividend of one special
purchase right (a “Right”) for each Ordinary Share (as hereinafter
defined) of the Company outstanding on November 9, 2008 (the “Record
Date”), each Right representing the right to purchase two (2) Ordinary Shares, at
the price of $0.01 per share, upon the terms and subject to the conditions herein set
forth, and has further authorized and directed the issuance of one Right with respect to
each Ordinary Share that shall become outstanding between the Record Date and the earliest
of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms
are hereinafter defined). 



        Accordingly,
in consideration of the premises and the mutual agreements herein set forth, the parties
hereby agree as follows: 



Section 1. Definitions. For
purposes of this Agreement, the following terms have the meanings indicated: 



     (a)
          “Acquiring Person” shall mean any Person who or which, together
          with all Affiliates and Associates of such Person, shall be the Beneficial Owner
          of 15% or more of the Ordinary Shares of the Company then outstanding, but shall
          not include the Company, any Subsidiary of the Company, any employee benefit or
          share ownership plan of the Company or any Subsidiary of the Company, or any
          entity holding Ordinary Shares for or pursuant to the terms of any such plan.
          Notwithstanding the foregoing, no Person shall become an “Acquiring
          Person” as the result of an acquisition of Ordinary Shares by the Company
          which, by reducing the number of Ordinary Shares of the Company outstanding,
          increases the proportionate number of Ordinary Shares of the Company
          beneficially owned by such Person to 15% or more of the Ordinary Shares of the
          Company then outstanding; provided, however, that, if a Person
          shall become the Beneficial Owner of 15% or more of the Ordinary Shares of the
          Company then outstanding by reason of share purchases by the Company and shall,
          after such share purchases by the Company, become the Beneficial Owner of any
          additional Ordinary Shares of the Company, then such Person shall be deemed to
          be an “Acquiring Person.” Notwithstanding the foregoing, if the Board
          of Directors of the Company determines in good faith that a Person who would
          otherwise be an “Acquiring Person,” as defined pursuant to the
          foregoing provisions of this paragraph (a), has become such inadvertently, and
          such Person divests as promptly as practicable a sufficient number of Ordinary
          Shares, so that such Person would no longer be an “Acquiring Person,”
          as defined pursuant to the foregoing provisions of this paragraph (a), then such
          Person shall not be deemed to be an “Acquiring Person” for any
          purposes of this Agreement. Notwithstanding the foregoing, no Person shall
          become an “Acquiring Person”, if the majority of the Board of
          Directors, in its sole and absolute discretion, determines that such person
          shall not be deemed an Acquiring Person. 



     (b)
          “Affiliate” shall have the meaning ascribed to such term in
          Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in
          effect on the date of this Agreement. 



     (c)
          “Associate” shall have the meaning ascribed to such term in
          Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in
          effect on the date of this Agreement. 



     (d)
          A Person shall be deemed the “Beneficial Owner” of and shall be
          deemed to “beneficially own” any securities: 



        (i)
          which such Person or any of such Person’s Affiliates or Associates,
          directly or indirectly, beneficially owns, within the meaning of Rule 13d-3
          of the General Rules and Regulations promulgated under the Exchange Act as in
          effect on the date of this Agreement;  




 1







        (ii)
          which such Person or any of such Person’s Affiliates or Associates has (A)
          the right to acquire (whether such right is exercisable immediately or only
          after the passage of time or upon the satisfaction of any condition, whether or
          not within the control of such Person, Affiliate or Associate) pursuant to any
          agreement, arrangement or understanding (whether or not in writing, but other
          than customary agreements with and between underwriters and selling group
          members with respect to a bona fide public offering of
          securities), or upon the exercise of conversion rights, exchange rights, rights
          (other than these Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the Beneficial Owner of, or to
          beneficially own, securities tendered pursuant to a tender or exchange offer
          made by or on behalf of such Person or any of such Person’s Affiliates or
          Associates until such tendered securities are accepted for purchase or
exchange;           or (B) the right to vote pursuant to any agreement, arrangement or
understanding           (whether or not in writing); provided, however,
that a Person           shall not be deemed the Beneficial Owner of, or to beneficially
own, any           security if the agreement, arrangement or understanding to vote such
security           (1) arises solely from a revocable proxy or consent given to such
Person in           response to a public proxy or consent solicitation made pursuant to,
and in           accordance with, the applicable rules and regulations promulgated under
the           Exchange Act and (2) is not also then reportable on Schedule 13D under
the           Exchange Act (or any comparable or successor report); or  




        (iii)
          which are beneficially owned, directly or indirectly, by any other Person with
          which such Person or any of such Person’s Affiliates or Associates has any
          agreement, arrangement or understanding (whether or not in writing, but other
          than customary agreements with and between underwriters and selling group
          members with respect to a bona fide  public offering of securities)
          for the purpose of acquiring, holding, voting (except to the extent
contemplated           by the proviso to Section 1(d)(ii)(B) hereof) or disposing of
any           securities of the Company.  




        Notwithstanding
anything in this definition of Beneficial Ownership to the contrary, (i) the phrase
“then outstanding,” when used with reference to a Person’s Beneficial
Ownership of securities of the Company, shall mean the number of such securities then
issued and outstanding together with the number of such securities not then actually
issued and outstanding which such Person would be deemed to own beneficially hereunder and
(ii) nothing in this Section 1(d) shall cause a Person engaged in business as an
underwriter of securities to be the “Beneficial Owner” of, or to
“beneficially own,” any securities acquired through such Person’s
participation in good faith in a firm commitment underwriting until the expiration of
forty days after the date of such acquisition, and then only if such securities continue
to be owned by such Person at such expiration of forty days. 



     (e)
          “Business Day” shall mean any day other than a Saturday, a
          Sunday, or a day on which banking institutions in New York, New York are
          authorized or obligated by law or executive order to close. 



     (f)
          “Close of Business” on any given date shall mean 5:00 P.M., New
          York, New York time, on such date; provided, however, that, if
          such date is not a Business Day, it shall mean 5:00 P.M., New York, New York
          time, on the next succeeding Business Day. 



     (g)
          “Distribution Date” shall have the meaning set forth in Section
          3(a) hereof. 



     (h)
          “Exchange Act” shall mean the Securities Exchange Act of 1934,
          as amended. 



     (i)
          “Exchange Ratio” shall have the meaning set forth in Section
          24(a) hereof. 



     (j)
          “Final Expiration Date” shall have the meaning set forth in
          Section 7(a) hereof. 



     (k)
          “NASDAQ” shall mean NASDAQ Stock Market. 



     (l)
          “Ordinary Shares” when used with reference to the Company shall
          mean the ordinary shares, par value NIS 0.01 per share, of the Company.
          “Ordinary Shares” when used with reference to any Person other than
          the Company shall mean the share capital (or equity interest) with the greatest
          voting power of such other Person or, if such other Person is a Subsidiary of
          another Person, the Person or Persons which ultimately control such
          first-mentioned Person. 



 2







     (m)
          “Person” shall mean any individual, firm, corporation,
          partnership, limited liability company, limited liability partnership,
          association, trust, syndicate or other entity, and shall include any successor
          (by merger or otherwise) of such entity, as well as any unincorporated group of
          individuals or entities that, by formal or informal agreement or arrangement
          (whether or not in writing), have embarked on a common purpose or act. 



     (o)
          “Purchase Price” shall have the meaning set forth in
          Section 4 hereof. 



     (p)
          “Record Date” shall have the meaning set forth in the second
          paragraph hereof. 



     (q)
          “Redemption Date” shall have the meaning set forth in Section
          7(a) hereof. 



     (r)
          “Redemption Price” shall have the meaning set forth in Section
          23(a) hereof. 



     (s)
          “Reduced Threshold” shall have the meaning set forth in Section
          27 hereof. 



     (t)
          “Right” shall have the meaning set forth in the second
          paragraph hereof. 



     (u)
          “Right Certificate” shall have the meaning set forth in Section
          3(a) hereof. 



     (v)
          “Shares Acquisition Date” shall mean the first date of public
          announcement by the Company or an Acquiring Person that an Acquiring Person has
          become such. 



     (w)
          “Subsidiary” of any Person shall mean any corporation or other
          entity of which a majority of the voting power of the voting equity securities
          or equity interest is owned, directly or indirectly, by such Person. 



     (x)
          “Summary of Rights” shall have the meaning set forth in Section
          3(b) hereof. 



     (y)
          “Trading Day” means a day on which the principal national
          securities exchange on which the security is listed or admitted to trading is
          open for the transaction of business, or, if the security is not listed or
          admitted to trading on any national securities exchange but are quoted on
          NASDAQ, a day on which NASDAQ is in operation or if the security is neither
          listed nor admitted to trading on any national securities exchange, a Business
          Day. 



Section 2. Appointment of Rights
Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in
accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents as it may
deem necessary or desirable, upon ten (10) days’ prior written notice to the Rights
Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable
for, the acts or omissions of any such co-Rights Agent. 



Section 3. Issue of Right
Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day
after the Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day
(or such later date as may be determined by action of the Board of Directors of the
Company prior to such time as any Person becomes an Acquiring Person) after the date of
the commencement by any Person (other than the Company, any Subsidiary of the Company, any
employee benefit or stock ownership plan or of the Company or of any Subsidiary of the
Company or any entity holding Ordinary Shares of the Company for or pursuant to the terms
of any such plan) of a tender or exchange offer (other than a Permitted Offer) the
consummation of which would result in any Person becoming the Beneficial Owner of Ordinary
Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of
the Company (including any such date which is after the date of this Agreement and prior
to the issuance of the Rights) (the earlier of such dates being herein referred to as the
“Distribution Date”), (x) the Rights will be evidenced (subject to the
provisions of Section 3(b) hereof) by the balances indicated in the book-entry account
system of the transfer agent for the Ordinary Shares registered in the names of the
holders thereof (which Ordinary Shares shall also be deemed to represent Right
Certificates) or, in the case of certificated shares, the certificates for Ordinary Shares
of the Company registered in the names of the holders thereof (which certificates shall
also be deemed to be Right Certificates) and not by separate Right Certificates, and (y)
the right to receive Right Certificates will be transferable only in connection with the
transfer of Ordinary Shares of the Company. As soon as practicable after the Distribution
Date, the Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested, send) by
first-class, insured, postage-prepaid mail, to each record holder of Ordinary Shares of
the Company as of the Close of Business on the Distribution Date, at the address of such
holder shown on the records of the Company, a Right Certificate, in substantially the form
of Exhibit A hereto (a “Right Certificate”), evidencing one Right for
each Ordinary Share so held. As of the Distribution Date, the Rights will be evidenced
solely by such Right Certificates. 



 3







     (b)
          On the Record Date, or as soon as practicable thereafter, the Company will send
          a copy of a Summary of Rights to Purchase Ordinary Shares, in substantially the
          form of Exhibit B hereto (the “Summary of Rights”), by
          first-class, postage-prepaid mail, to each record holder of Ordinary Shares as
          of the Close of Business on the Record Date, at the address of such holder shown
          on the records of the Company. At any time following the Record Date, the
          Company will send a copy of the Summary of Rights, by first-class,
          postage-prepaid mail, to any record holder of Ordinary Shares who requests a
          copy of the Summary of Rights, at the address of such holder shown on the
          records of the Company. With respect to certificates for Ordinary Shares of the
          Company outstanding as of the Record Date, until the Distribution Date, the
          Rights will be evidenced by the balances indicated in the book-entry account
          system of the transfer agent for the Ordinary Shares or, in the case of
          certificated shares, such certificates registered in the names of the holders
          thereof together with a copy of the Summary of Rights attached thereto. Until
          the Distribution Date (or the earlier of the Redemption Date or the Final
          Expiration Date), the surrender for transfer of any certificate for Ordinary
          Shares of the Company outstanding on the Record Date, with or without a copy of
          the Summary of Rights attached thereto, shall also constitute the transfer of
          the Rights associated with the Ordinary Shares of the Company represented
          thereby. 



     (c)
          Rights shall be issued in respect of all Ordinary Shares issued (or delivered
          from the Company’s treasury) after the Record Date but prior to the
          earliest of the Distribution Date, the Redemption Date or the Final Expiration
          Date and shall be evidenced by the following legends: 



        (i)
          Confirmation and account statements sent to holders of Ordinary Shares in
          book-entry form (which Ordinary Shares shall also be deemed to represent
          certificates for Rights) shall bear the following legend:  




	 	
The
ordinary shares par value NIS 0.01 per share, of Syneron Medical Ltd. (the
“Corporation”) entitle the holder thereof to certain Rights as set forth
in a Rights Agreement between the Corporation and AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLC, dated as of November 11, 2008 (the “Rights Agreement”), the
terms of which are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of the Corporation. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by the shares to which this statement relates. The Corporation
will mail (or cause the Rights Agent to mail) to the holder of shares to which this
statement relates a copy of the Rights Agreement without charge promptly after receipt of
a written request therefor. Under certain circumstances set forth in the Rights Agreement,
Rights issued to an Acquiring Person or any Associate or Affiliate thereof (as such terms
are defined in the Rights Agreement) may be null and void. The Rights shall not be
exercisable, and shall be void so long as held, by a holder in any jurisdiction where the
requisite qualification for the issuance to such holder, or the exercise by such holder of
the Rights in such jurisdiction, shall not have been obtained or be obtainable. 






With respect to Ordinary Shares in
book-entry form for which there has been sent a confirmation or account statement
containing the foregoing legend, until the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary
Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary
Shares shall also be the registered holders of the associated Rights, and the transfer of
any of such Ordinary Shares shall also constitute the transfer of the Rights associated
with such shares of Ordinary Shares. 



 4







        (ii)
          In the case of certificated shares, certificates for Ordinary Shares which
          become outstanding (including, without limitation, reacquired Ordinary Shares
          referred to in the last sentence of this paragraph (c)) after the Record Date
          but prior to the earliest of the Distribution Date, the Redemption Date or the
          Final Expiration Date shall have impressed on, printed on, written on or
          otherwise affixed to them the following legend:  




	 	
This
certificate also evidences and entitles the holder hereof to certain rights as set forth
in an Agreement between Syneron Medical Ltd. (the “Corporation”) and
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent, dated as of November
11, 2008, as it may be amended from time to time (the “Agreement”), the
terms of which are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of the Corporation. Under certain circumstances, as set
forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by
separate certificates and will no longer be evidenced by this certificate. The Corporation
will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of
the Agreement without charge after receipt of a written request therefor. As set forth in
the Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who
becomes an Acquiring Person (as defined in the Agreement) become null and void. 






With respect to such certificates
containing the foregoing legend, until the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary
Shares of the Company represented by such certificates shall be evidenced by such
certificates alone, and the surrender for transfer of any such certificate shall also
constitute the transfer of the Rights associated with the Ordinary Shares of the Company
represented thereby. In the event that the Company purchases or acquires any Ordinary
Shares of the Company after the Record Date but prior to the Distribution Date, the
Redemption Date or the Final Expiration Date, any Rights associated with such Ordinary
Shares of the Company shall be deemed cancelled and retired so that the Company shall not
be entitled to exercise any Rights associated with the Ordinary Shares of the Company
which are no longer outstanding. 



Section 4. Form of Right
Certificates. The Right Certificates (and the forms of election to purchase Ordinary
Shares and of assignment to be printed on the reverse thereof) shall be substantially the
same as Exhibit A hereto, and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement, or as may
be required to comply with any applicable law or with any applicable rule or regulation
made pursuant thereto or with any applicable rule or regulation of any stock exchange,
trading market or automated quotation system on which the Right Certificates may from time
to time be listed, or to conform to customary usage. Subject to the provisions of Section
22 hereof, the Right Certificates shall be dated as of the Record Date and on their face
shall entitle the holders thereof to purchase two (2) Ordinary Share at the price of $0.01
per share (the “Purchase Price”), but the number of such Ordinary Shares
and the Purchase Price shall be subject to adjustment as provided herein. 



 5







Section 5. Countersignature and
Registration. The Right Certificates shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, or any of its Vice Presidents, either
manually or by facsimile signature, shall have affixed thereto the Company’s seal or
a facsimile thereof, and shall be attested by the Chief Financial Officer of the Company,
either manually or by facsimile signature. The Right Certificates shall be countersigned
by the Rights Agent, either manually or by facsimile signature, and shall not be valid for
any purpose unless countersigned. In case any officer of the Company who shall have signed
any of the Right Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company, such Right
Certificates, nevertheless, may be countersigned by the Rights Agent and issued and
delivered by the Company with the same force and effect as though the individual who
signed such Right Certificates had not ceased to be such officer of the Company; and any
Right Certificate may be signed on behalf of the Company by any individual who, at the
actual date of the execution of such Right Certificate, shall be a proper officer of the
Company to sign such Right Certificate, although at the date of the execution of this
Agreement any such individual was not such an officer. 



        Following
the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal
office, books for registration and transfer of the Right Certificates issued hereunder.
Such books shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right Certificates
and the date of each of the Right Certificates. 



Section 6. Transfer, Split Up,
Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates. Subject to the provisions of Section 14 hereof, at any time after the
Close of Business on the Distribution Date, and at or prior to the Close of Business on
the earlier of the Redemption Date or the Final Expiration Date, any Right Certificate or
Right Certificates (other than Right Certificates representing Rights that have become
void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section
24 hereof) may be transferred, split up, combined or exchanged for another Right
Certificate or Right Certificates entitling the registered holder to purchase a like
number of Ordinary Share as the Right Certificate or Right Certificates surrendered then
entitled such holder to purchase. Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certificates shall make such request in
writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the principal office of
the Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the Person
entitled thereto a Right Certificate or Right Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split up,
combination or exchange of Right Certificates. 



        Upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of
the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to them, and, at
the Company’s request, reimbursement to the Company and the Rights Agent of all
reasonable expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company will make and deliver a
new Right Certificate of like tenor to the Rights Agent for delivery to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated. 



Section 7. Exercise of Rights;
Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise provided
herein), in whole or in part, at any time after the Distribution Date, upon surrender of
the Right Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at the principal office of the Rights Agent, together
with payment of the Purchase Price for each Ordinary Share as to which the Rights are
exercised, at or prior to the earliest of (i) the Close of Business on November 9, 2009,
or such later date as determined by the Board of Directors of the Company (so long as such
determination is made prior to November 9, 2009) (the “Final Expiration
Date”), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof (the “Redemption Date”), or (iii) the time at which such Rights
are exchanged as provided in Section 24 hereof. 



 6







     (b)
          The Purchase Price for each Ordinary Share purchasable pursuant to the exercise
          of a Right shall initially be $0.01 per share, and shall be subject to
          adjustment from time to time as provided in Section 11 or 13 hereof, and shall
          be payable in lawful money of the United States of America in accordance with
          paragraph (c) below. 



     (c)
          Upon receipt of a Right Certificate representing exercisable Rights, with the
          form of election to purchase duly executed, accompanied by payment of the
          Purchase Price for the shares to be purchased and an amount equal to any
          applicable transfer tax required to be paid by the holder of such Right
          Certificate in accordance with Section 9 hereof by certified check,
          cashier’s check or money order payable to the order of the Company, the
          Rights Agent shall thereupon promptly (i) (A) requisition from any transfer
          agent of the Ordinary Shares certificates for the two (2) Ordinary Shares to be
          purchased and the Company hereby irrevocably authorizes any such transfer agent
          to comply with all such requests, or (B) requisition from the depositary agent
          depositary receipts representing such number of Ordinary Share as are to be
          purchased (in which case certificates for the Ordinary Shares represented by
          such receipts shall be deposited by the transfer agent of the Ordinary Shares
          with such depositary agent) and the Company hereby directs such depositary agent
          to comply with such request; (ii) when appropriate, requisition from the Company
          the amount of cash to be paid in lieu of issuance of fractional shares in
          accordance with Section 14 hereof; (iii) promptly after receipt of such
          certificates or depositary receipts, cause the same to be delivered to or upon
          the order of the registered holder of such Right Certificate, registered in such
          name or names as may be designated by such holder; and (iv) when appropriate,
          after receipt, promptly deliver such cash to or upon the order of the registered
          holder of such Right Certificate. 



     (d)
          In case the registered holder of any Right Certificate shall exercise less than
          all the Rights evidenced thereby, a new Right Certificate evidencing Rights
          equivalent to the Rights remaining unexercised shall be issued by the Rights
          Agent to the registered holder of such Right Certificate or to such
          holder’s duly authorized assigns, subject to the provisions of Section 14
          hereof. 



Section 8. Cancellation and
Destruction of Right Certificates. All Right Certificates surrendered for the purpose
of exercise, transfer, split up, combination or exchange shall, if surrendered to the
Company or to any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no
Right Certificates shall be issued in lieu thereof except as expressly permitted by any of
the provisions of this Agreement. The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel and retire, any other
Right Certificate purchased or acquired by the Company otherwise than upon the exercise
thereof. The Rights Agent shall deliver all cancelled Right Certificates to the Company,
or shall, at the written request of the Company, destroy such cancelled Right
Certificates, and, in such case, shall deliver a certificate of destruction thereof to the
Company. 



Section 9. Availability of
Ordinary Shares. (a) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued Ordinary Shares or any
Ordinary Shares held in it as dormant shares, the number of Ordinary Shares that will be
sufficient to permit the exercise in full of all outstanding Rights in accordance with
Section 7 hereof. 



 7







     (b)
          The Company shall use its reasonable commercial efforts to (i) file, as soon as
          practicable following the earliest date after any Person, alone or together with
          its Affiliates and Associates, becomes an Acquiring Person, or as soon as is
          required by law following the Distribution Date, as the case may be, a
          registration statement under the Securities Act of 1933, as amended, with
          respect to the securities purchasable upon exercise of the Rights on an
          appropriate form, (ii) cause such registration statement to become effective as
          soon as practicable after such filing, and (iii) cause such registration
          statement to remain effective (with a prospectus at all times meeting the
          requirements of the Act) until the earlier of (A) the date as of which the
          Rights are no longer exercisable for such securities, and (B) the date of the
          expiration of the Rights. The Company will also take such action as may be
          appropriate, and commercially reasonable, under, or to ensure compliance with,
          the securities or “blue sky” laws of the various states in connection
          with the exercisability of the Rights. The Company may temporarily suspend, for
          a period of time not to exceed 180 days after the date set forth in clause (i)
          of the first sentence of this Section 9(b), the exercisability of the Rights in
          order to prepare and file such registration statement and permit it to become
          effective. Upon any such suspension, the Company shall issue a public
          announcement stating that the exercisability of the Rights has been temporarily
          suspended, as well as a public announcement at such time as the suspension is no
          longer in effect. Notwithstanding any provision of this Agreement to the
          contrary, the Rights shall not be exercisable in any jurisdiction unless the
          requisite qualification in such jurisdiction shall have been obtained. 



     (c)
          The Company covenants and agrees that it will take all such action as may be
          necessary to ensure that all Ordinary Shares delivered upon exercise of Rights
          shall, at the time of delivery of the certificates for such Ordinary Shares
          (subject to payment of the Purchase Price), be duly and validly authorized and
          issued and fully paid and nonassessable shares. 



     (d)
          The Company further covenants and agrees that it will pay when due and payable
          any and all federal and state transfer taxes and charges which may be payable in
          respect of the issuance or delivery of the Right Certificates or of any Ordinary
          Shares upon the exercise of Rights. The Company shall not, however, be required
          to pay any transfer tax which may be payable in respect of any transfer or
          delivery of Right Certificates to a Person other than, or the issuance or
          delivery of certificates or depositary receipts or entries in the book-entry
          account system of the transfer agent for the Ordinary Shares in a name other
          than that of, the registered holder of the Right Certificate evidencing Rights
          surrendered for exercise or to issue or to deliver any certificates for Ordinary
          Shares or depositary receipts or entries in the book-entry account system of the
          transfer agent for Ordinary Shares upon the exercise of any Rights until any
          such tax shall have been paid (any such tax being payable by the holder of such
          Right Certificate at the time of surrender) or until it has been established to
          the Company’s satisfaction that no such tax is due. 



Section 10. Ordinary Shares Record
Date. Each Person in whose name any certificate or entry in the book-entry account
system of the transfer agent for Ordinary Shares are issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of the Ordinary
Shares represented thereby on, and such certificate or entry in the book-entry account
system of the transfer agent shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price (and any
applicable transfer taxes) was made; provided, however, that, if the date of
such surrender and payment is a date upon which the Ordinary Shares transfer books of the
Company are closed, such Person shall be deemed to have become the record holder of such
shares on, and such certificate or entry in the book-entry account system of the transfer
agent shall be dated, the next succeeding Business Day on which the Ordinary Shares
transfer books of the Company are open. Prior to the exercise of the Rights evidenced
thereby, the holder of a Right Certificate shall not be entitled to any rights of a
shareholder of the Company with respect to shares for which the Rights shall be
exercisable, including, without limitation, the right to vote, to receive dividends or
other distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein. 




 8







Section 11. Adjustment of Purchase
Price, Number of Shares or Number of Rights. The Purchase Price, the two (2) Ordinary
Shares covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11. 



     (a)
          (i) In the event the Company shall at any time after the date of this Agreement
          (A) declare a dividend on the Ordinary Shares payable in Ordinary Shares, (B)
          subdivide the outstanding Ordinary Shares, (C) combine the outstanding Ordinary
          Shares into a smaller number of Ordinary Shares or (D) issue any shares of its
          share capital in a reclassification of the Ordinary Shares (including any such
          reclassification in connection with a consolidation or merger in which the
          Company is the continuing or surviving corporation), except as otherwise
          provided in this Section 11(a), the Purchase Price in effect at the time of the
          record date for such dividend or of the effective date of such subdivision,
          combination or reclassification, and the number and kind of share capital
          issuable on such date, shall be proportionately adjusted so that the holder of
          any Right exercised after such time shall be entitled to receive, upon payment
          of the Purchase Price then in effect, the aggregate number and kind of shares of
          share capital which, if such Right had been exercised immediately prior to such
          date and at a time when the Ordinary Shares transfer books of the Company were
          open, such holder would have owned upon such exercise and been entitled to
          receive by virtue of such dividend, subdivision, combination or
          reclassification; provided, however, that in no event shall the
          consideration to be paid upon the exercise of one Right be less than the
          aggregate par value of the share capital of the Company issuable upon
          exercise of one Right. 



        If
an event occurs which would require an adjustment under both Section 11(a)(i) and Section
11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to,
and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). 



        (ii)
          Subject to Section 24 hereof, in the event any Person becomes an Acquiring
          Person, each holder of a Right shall thereafter have a right to receive, upon
          exercise thereof at a price equal to the then current Purchase Price multiplied
          by two (2), two (2) Ordinary Shares in accordance with the terms of this Agreement. In the event that any Person shall become an
          Acquiring Person and the Rights shall then be outstanding, the Company shall
not take any action which would eliminate or diminish the benefits intended to
be afforded by the Rights.  




        From
and after the occurrence of such event, any Rights that are or were acquired or
beneficially owned by any Acquiring Person (or any Associate or Affiliate of such
Acquiring Person) shall be void, and any holder of such Rights shall thereafter have no
right to exercise such Rights under any provision of this Agreement. No Right Certificate
shall be issued pursuant to Section 3 hereof that represents Rights beneficially owned by
an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any
Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the
preceding sentence or any Associate or Affiliate thereof or to any nominee of such
Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the
Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to
the preceding sentence shall be cancelled. 



        (iii)
          In the event that there shall not be sufficient Ordinary Shares issued but not
          outstanding or authorized but unissued to permit the exercise in full of the
          Rights in accordance with subparagraph (ii) above, the Company shall take all
          such action as may be necessary to authorize additional Ordinary Shares for
          issuance upon exercise of the Rights.  




     (b)
          No adjustment in the Purchase Price shall be required unless such adjustment
          would require an increase or decrease of at least 1% in the Purchase Price;
          provided, however, that any adjustments which by reason of this
          Section 11(b) are not required to be made shall be carried forward and taken
          into account in any subsequent adjustment. All calculations under this Section
          11 shall be made to the nearest cent or to the nearest one one-millionth of an Ordinary
          Share or one ten-thousandth of any other share or security as the case
          may be. Notwithstanding the first sentence of this Section 11(b), any adjustment
          required by this Section 11 shall be made no later than the earlier of (i) three
          years from the date of the transaction which requires such adjustment or (ii)
          the date of the expiration of the right to exercise any Rights. 



     (c)
          If, as a result of an adjustment made pursuant to Section 11(a) hereof, the
          holder of any Right thereafter exercised shall become entitled to receive any
          share capital of the Company other than Ordinary Shares, thereafter the number
          of such other shares so receivable upon exercise of any Right shall be subject
          to adjustment from time to time in a manner and on terms as nearly equivalent as
          practicable to the provisions with respect to the Ordinary Shares contained in
          Section 11(a) and (b) hereof, inclusive, and the provisions of Sections 7,
          9, 10 and 13 hereof with respect to the Ordinary Shares shall apply on like
          terms to any such other shares. 



 9







     (d)
          All Rights originally issued by the Company subsequent to any adjustment made to
          the Purchase Price hereunder shall evidence the right to purchase, at the
          adjusted Purchase Price, the number Ordinary Share purchasable from time to time
          hereunder upon exercise of the Rights, all subject to further adjustment as
          provided herein. 



     (e)
          The Company may elect, on or after the date of any adjustment of the Purchase
          Price, to adjust the number of Rights in substitution for any adjustment in the
          two (2) Ordinary Shares purchasable upon the exercise of a Right. Each of the
          Rights outstanding after such adjustment of the number of Rights shall be
          exercisable for the two (2) Ordinary Shares for which a Right was exercisable
          immediately prior to such adjustment. Each Right held of record prior to such
          adjustment of the number of Rights shall become that number of Rights
          (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
          Price in effect immediately prior to adjustment of the Purchase Price by the
          Purchase Price in effect immediately after adjustment of the Purchase Price. The
          Company shall make a public announcement of its election to adjust the number of
          Rights, indicating the record date for the adjustment, and, if known at the
          time, the amount of the adjustment to be made. This record date may be the date
          on which the Purchase Price is adjusted or any day thereafter, but, if the Right
          Certificates have been issued, shall be at least 10 days later than the date of
          the public announcement. If Right Certificates have been issued, upon each
          adjustment of the number of Rights pursuant to this Section 11(e), the Company
          shall, as promptly as practicable, cause to be distributed to holders of record
          of Right Certificates on such record date Right Certificates evidencing, subject
          to Section 14 hereof, the additional Rights to which such holders shall be
          entitled as a result of such adjustment, or, at the option of the Company, shall
          cause to be distributed to such holders of record in substitution and
          replacement for the Right Certificates held by such holders prior to the date of
          adjustment, and upon surrender thereof, if required by the Company, new Right
          Certificates evidencing all the Rights to which such holders shall be entitled
          after such adjustment. Right Certificates so to be distributed shall be issued,
          executed and countersigned in the manner provided for herein, and shall be
          registered in the names of the holders of record of Right Certificates on the
          record date specified in the public announcement. 



     (f)
          Irrespective of any adjustment or change in the Purchase Price or in the two (2)
          Ordinary Shares issuable upon the exercise of the Rights, the Right Certificates
          theretofore and thereafter issued may continue to express the Purchase Price and
          the two (2) Ordinary Shares which were expressed in the initial Right
          Certificates issued hereunder. 



     (g)
          Before taking any action that would cause an adjustment reducing the Purchase
          Price below the then par value, if any, of the Ordinary Shares issuable upon
          exercise of the Rights, the Company shall take any corporate action which may,
          in the opinion of its counsel, be necessary in order that the Company may
          validly and legally issue fully paid and nonassessable Ordinary Shares at such
          adjusted Purchase Price. 



     (h)
          In any case in which this Section 11 shall require that an adjustment in the
          Purchase Price be made effective as of a record date for a specified event, the
          Company may elect to defer until the occurrence of such event the issuing to the
          holder of any Right exercised after such record date of the Ordinary Shares and
          other share capital or securities of the Company, if any, issuable upon such
          exercise over and above the Ordinary Shares and other shares capital or
          securities of the Company, if any, issuable upon such exercise on the basis of
          the Purchase Price in effect prior to such adjustment; provided,
          however, that the Company shall deliver to such holder a due bill or
          other appropriate instrument evidencing such holder’s right to receive such
          additional shares upon the occurrence of the event requiring such adjustment. 



 10







     (i)
          In the event that, at any time after the date of this Agreement and prior to the
          Distribution Date, the Company shall (i) declare or pay any dividend on the
          Ordinary Shares payable in Ordinary Shares, or (ii) effect a subdivision,
          combination or consolidation of the Ordinary Shares (by reclassification or
          otherwise than by payment of dividends in Ordinary Shares) into a greater or
          lesser number of Ordinary Shares, then, in any such case, (A) the number of
          Ordinary Shares purchasable after such event upon proper exercise of each Right
          shall be adjusted accordingly, and (B) each Ordinary Share outstanding
          immediately after such event shall have issued with respect to it that number of
          Rights which each Ordinary Share outstanding immediately prior to such event had
          issued with respect to it. The adjustments provided for in this Section 11(i)
          shall be made successively whenever such a dividend is declared or paid or such
          a subdivision, combination or consolidation is effected. 



Section 12. Certificate of
Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as
provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate
setting forth such adjustment and a brief statement of the facts accounting for such
adjustment, (b) file with the Rights Agent and with each transfer agent for the Ordinary
Shares and the Securities and Exchange Commission a copy of such
certificate and (c) if such adjustment occurs at any time after the Distribution Date,
mail a brief summary thereof to each holder of a Right Certificate in accordance with
Section 25 hereof. 



Section 13. Consolidation, Merger
or Sale or Transfer of Assets or Earning Power. In the event, directly or indirectly,
at any time after a Person has become an Acquiring Person, (a) the Company shall
consolidate with, or merge with and into, any other Person, (b) any Person shall
consolidate with the Company, or merge with and into the Company and the Company shall be
the continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Ordinary Shares shall be changed into or exchanged for shares
or other securities of any other Person (or the Company) or cash or any other property, or
(c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall
sell or otherwise transfer), in one or more transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person other than the Company or one or more of its
wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so
that (i) each holder of a Right (except as otherwise provided herein) shall thereafter
have the right to receive, upon the exercise thereof at a price equal to $0.01 per share,
in accordance with the terms of this Agreement and in lieu of Ordinary Shares, two (2)
times the number of securities of such other Person to which each shareholder is entitled
to for each of its Ordinary Shares of the Company (including the Company as successor
thereto or as the surviving corporation); (ii) the issuer of such securities shall
thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale
or transfer, all the obligations and duties of the Company pursuant to this Agreement;
(iii) the term “Company” shall thereafter be deemed to refer to such issuer; and
(iv) such issuer shall take such steps (including, but not limited to, the reservation of
a sufficient number of its securities in accordance with Section 9 hereof) in connection
with such consummation as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to the securities
thereafter deliverable upon the exercise of the Rights. The Company shall not consummate
any such consolidation, merger, sale or transfer unless, prior thereto, the Company and
such issuer shall have executed and delivered to the Rights Agent a supplemental agreement
so providing. The Company shall not enter into any transaction of the kind referred to in
this Section 13 if at the time of such transaction there are any rights, warrants,
instruments or securities outstanding or any agreements or arrangements which, as a result
of the consummation of such transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights. The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales or other transfers. 



 11







Section 14. Fractional Rights and
Fractional Shares. (a) The Company shall not be required to issue fractions of Rights
or to distribute Right Certificates which evidence fractional Rights. If the Company
elects not to issue such fractional Rights, the Company shall pay, in lieu of such
fractional Rights, to the registered holders of the Right Certificates with regard to
which such fractional Rights would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of a whole Right. For the purposes of this
Section 14(a), the current market value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on which such fractional Rights
would have been otherwise issuable. The closing price for any day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case, as reported in the principal
consolidated transaction reporting system with respect to securities listed or admitted to
trading on NASDAQ or, if the Rights are not listed or admitted to trading on NASDAQ, as
reported in the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the Rights are
listed or admitted to trading or, if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted, the average
of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ
or such other system then in use or, if on any such date the Rights are not quoted by any
such organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of Directors
of the Company. If on any such date no such market maker is making a market in the Rights,
the fair value of the Rights on such date as determined in good faith by the Board of
Directors of the Company shall be used. 



     (b)
          The Company shall not be required to issue fractions of Ordinary Shares upon
          exercise of the Rights or to distribute certificates or make any entries in the
          book-entry account system of the transfer agent that evidence fractional
          Ordinary Shares. If the Company elects not to issue such fractional Ordinary
          Shares, the Company shall pay, in lieu of such fractional Ordinary Shares, to
          the registered holders of Right Certificates at the time such Rights are
          exercised as herein provided an amount in cash equal to the same fraction of the
          current market value of one Ordinary Share. For the purposes of this Section
          14(b), the current market value of an Ordinary Share shall be the closing price
          of an Ordinary Share for the Trading Day immediately prior to the date of such
          exercise. 



     (c)
          The holder of a Right, by the acceptance of the Right, expressly waives such
          holder’s right to receive any fractional Rights or any fractional shares
          upon exercise of a Right (except as provided above). 



Section 15. Rights of Action.
All rights of action in respect of this Agreement, excepting the rights of action vested
in the Rights Agent pursuant to Section 18 hereof, are vested in the respective registered
holders of the Right Certificates (and, prior to the Distribution Date, the registered
holders of the Ordinary Shares); and any registered holder of any Right Certificate (or,
prior to the Distribution Date, of the Ordinary Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date,
of the Ordinary Shares), may, in such holder’s own behalf and for such holder’s
own benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, such holder’s right
to exercise the Rights evidenced by such Right Certificate in the manner provided in such
Right Certificate and in this Agreement. Without limiting the foregoing or any remedies
available to the holders of Rights, it is specifically acknowledged that the holders of
Rights would not have an adequate remedy at law for any breach of this Agreement, and will
be entitled to specific performance of the obligations under, and injunctive relief
against actual or threatened violations of the obligations of any Person subject to, this
Agreement. 



Section 16. Agreement of Right
Holders. Every holder of a Right, by accepting the same, consents and agrees with the
Company and the Rights Agent and with every other holder of a Right that: 



     (a)
          prior to the Distribution Date, the Rights will be evidenced by the balances
          indicated in the book-entry account system of the transfer agent for the
          Ordinary Shares registered in the names of the holders of the Ordinary Shares
          (which Ordinary Shares shall also be deemed to represent certificates for
          Rights) or, in the case of certificated shares, the certificates for the
          Ordinary Shares registered in the names of the holders of the Ordinary Shares
          (which certificates for shares of Ordinary Shares shall also constitute
          certificates for Rights) and each Right will be transferable only in connection
          with the transfer of Ordinary Shares; 



 12







     (b)
          after the Distribution Date, the Right Certificates are transferable only on the
          registry books of the Rights Agent if surrendered at the principal office of the
          Rights Agent, duly endorsed or accompanied by a proper instrument of transfer; 



     (c)
          the Company and the Rights Agent may deem and treat the person in whose name the
          Right Certificate (or, prior to the Distribution Date, the associated balance
          indicated in the book-entry account system of the transfer agent for the
          Ordinary Shares or, in the case of certificated shares, the associated Ordinary
          Shares certificate) is registered as the absolute owner thereof and of the
          Rights evidenced thereby (notwithstanding any notations of ownership or writing
          on the Right Certificate or the associated balance indicated in the book-entry
          account system of the transfer agent for the Ordinary Shares or, in the case of
          certificated shares, the associated Ordinary Shares certificate made by anyone
          other than the Company or the Rights Agent) for all purposes whatsoever, and
          neither the Company nor the Rights Agent shall be affected by any notice to the
          contrary; and 



     (d)
          notwithstanding anything in this Agreement to the contrary, neither the Company
          nor the Rights Agent shall have any liability to any holder of a Right or other
          Person as a result of its inability to perform any of its obligations under this
          Agreement by reason of any preliminary or permanent injunction or other order,
          decree or ruling issued by a court of competent jurisdiction or by a
          governmental, regulatory or administrative agency or commission, or any statute,
          rule, regulation or executive order promulgated or enacted by any governmental
          authority, prohibiting or otherwise restraining performance of such obligation;
          provided, however, the Company must use its reasonable best efforts to have any
          such order, decree or ruling lifted or otherwise overturned as soon as possible. 



Section 17. Right Certificate
Holder Not Deemed a Shareholder. No holder, as such, of any Right Certificate shall be
entitled to vote, receive dividends or be deemed for any purpose the holder of the
Ordinary Shares or any other securities of the Company which may at any time be issuable
on the exercise of the Rights represented thereby, nor shall anything contained herein or
in any Right Certificate be construed to confer upon the holder of any Right Certificate,
as such, any of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in Section 25 hereof), or to
receive dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with the
provisions hereof. 



Section 18. Concerning the Rights
Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder, and, from time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise and performance of its
duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold
it harmless against, any loss, liability, or expense incurred without gross negligence,
bad faith or willful misconduct on the part of the Rights Agent, for anything done or
omitted by the Rights Agent in connection with the acceptance and administration of this
Agreement, including the costs and expenses of defending against any claim of liability in
the premises. 



        The
Rights Agent shall be protected and shall incur no liability for, or in respect of any
action taken, suffered or omitted by it in connection with, its administration of this
Agreement in reliance upon any Right Certificate or certificate for the Ordinary Shares or
Ordinary Shares or any balance indicated in the book-entry account system of the transfer
agent, or, for other securities of the Company, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper person or
persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. 



13







Section 19. Merger or
Consolidation or Change of Name of Rights Agent. Any corporation into which the Rights
Agent or any successor Rights Agent may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the Rights Agent or
any successor Rights Agent shall be a party, or any entity succeeding to the stock
transfer or corporate trust powers of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto;
provided that such corporation would be eligible for appointment as a successor
Rights Agent under the provisions of Section 21. The purchase of all or substantially all
of the Rights Agent’s assets employed in the performance of transfer agent activities
shall be deemed a merger or consolidation for purposes of this Section 19. In case at the
time such successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Right Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and
deliver such Right Certificates so countersigned; and, in case at that time any of the
Right Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights Agent or
in the name of the successor Rights Agent; and, in all such cases, such Right Certificates
shall have the full force provided in the Right Certificates and in this Agreement. 



        In
case at any time the name of the Rights Agent shall be changed and at such time any of the
Right Certificates shall have been countersigned but not delivered, the Rights Agent may
adopt the countersignature under its prior name and deliver Right Certificates so
countersigned; and, in case at that time any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right Certificates either in its
prior name or in its changed name; and, in all such cases, such Right Certificates shall
have the full force provided in the Right Certificates and in this Agreement. 



Section 20. Duties of Rights
Agent. The Rights Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the Company and the
holders of Right Certificates, by their acceptance thereof, shall be bound: 



     (a)
          The Rights Agent may consult with legal counsel (who may be legal counsel for
          the Company), and the opinion of such counsel shall be full and complete
          authorization and protection to the Rights Agent as to any action taken or
          omitted by it in good faith and in accordance with such opinion. 



     (b)
          Whenever in the performance of its duties under this Agreement the Rights Agent
          shall deem it necessary or desirable that any fact or matter be proved or
          established by the Company prior to taking or suffering any action hereunder,
          such fact or matter (unless other evidence in respect thereof be herein
          specifically prescribed) may be deemed to be conclusively proved and established
          by a certificate signed by any one of the Chairman of the Board, the Chief
          Executive Officer, any Vice President, or the Chief Financial Officer of the
          Company and delivered to the Rights Agent; and such certificate shall be full
          authorization to the Rights Agent for any action taken or suffered in good faith
          by it under the provisions of this Agreement in reliance upon such certificate. 



     (c)
          The Rights Agent shall be liable hereunder to the Company and any other Person
          only for its own gross negligence, bad faith or willful misconduct. 



     (d)
          The Rights Agent shall not be liable for or by reason of any of the statements
          of fact or recitals contained in this Agreement or in the Right Certificates
          (except its countersignature thereof) or be required to verify the same, but all
          such statements and recitals are and shall be deemed to have been made by the
          Company only. 



14







     (e)
          The Rights Agent shall not be under any responsibility in respect of the
          validity of this Agreement or the execution and delivery hereof (except the due
          execution hereof by the Rights Agent) or in respect of the validity or execution
          of any Right Certificate (except its countersignature thereof); nor shall it be
          responsible for any breach by the Company of any covenant or condition contained
          in this Agreement or in any Right Certificate; nor shall it be responsible for
          any change in the exercisability of the Rights (including the Rights becoming
          void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the
          Rights (including any adjustment required under the provisions of Sections 11 or
          13 or the manner, method or amount thereof) provided for in Section 3, 11, 13,
          23 or 24 hereof, or the ascertaining of the existence of facts that would
          require any such change or adjustment (except with respect to the exercise of
          Rights evidenced by Right Certificates after actual notice that such change or
          adjustment is required); nor shall it by any act hereunder be deemed to make any
          representation or warranty as to the authorization or reservation of any
          Ordinary Shares to be issued pursuant to this Agreement or any Right Certificate
          or as to whether any Ordinary Shares will, when issued, be validly authorized
          and issued, fully paid and nonassessable. 



     (f)
          The Company agrees that it will perform, execute, acknowledge and deliver or
          cause to be performed, executed, acknowledged and delivered all such further and
          other acts, instruments and assurances as may reasonably be required by the
          Rights Agent for the carrying out or performing by the Rights Agent of the
          provisions of this Agreement. 



     (g)
          The Rights Agent is hereby authorized and directed to accept instructions with
          respect to the performance of its duties hereunder from any one of the Chairman
          of the Board, the Chief Executive Officer, the President, any Vice President,
          the Secretary or the Treasurer of the Company, and to apply to such officers for
          advice or instructions in connection with its duties, and it shall not be liable
          for any action taken or suffered by it in good faith in accordance with
          instructions of any such officer or for any delay in acting while waiting for
          those instructions. 



     (h)
          The Rights Agent and any shareholder, director, officer or employee of the
          Rights Agent may buy, sell or deal in any of the Rights or other securities of
          the Company or become pecuniarily interested in any transaction in which the
          Company may be interested, or contract with or lend money to the Company or
          otherwise act as fully and freely as though it were not Rights Agent under this
          Agreement. Nothing herein shall preclude the Rights Agent from acting in any
          other capacity for the Company or for any other legal entity. 



     (i)
          The Rights Agent may execute and exercise any of the rights or powers hereby
          vested in it or perform any duty hereunder either itself or by or through its
          attorneys or agents, and the Rights Agent shall not be answerable or accountable
          for any act, default, neglect or misconduct of any such attorneys or agents or
          for any loss to the Company resulting from any such act, default, neglect or
          misconduct, provided that reasonable care was exercised in the selection and
          continued employment thereof. 



Section 21. Change of Rights
Agent. The Rights Agent or any successor Rights Agent may resign and be discharged
from its duties under this Agreement upon 30 days’ notice in writing mailed to the
Company and to each transfer agent of the Ordinary Shares or Ordinary Shares by registered
or certified mail, and to the holders of the Right Certificates by first-class mail. In
the event the transfer agency relationship in effect between the Company and the Rights
Agent terminates, the Rights Agent will be deemed to have resigned automatically and be
discharged from its duties under this Agreement as of the effective date of such
termination, and the Company shall be responsible for sending any required notice. The
Company may remove the Rights Agent or any successor Rights Agent upon 30 days’
notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the Ordinary Shares or Ordinary Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class mail. If the
Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal or after
it has been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (which holder shall,
with such notice, submit such holder’s Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be a corporation or
other entity organized and doing business under the laws of the United States or of the
State of Delaware (or of any other state of the United States so long as such corporation
or other entity is authorized to do business as a banking institution such other state),
in good standing, which is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or state authority
and which has at the time of its appointment as Rights Agent a combined capital and
surplus, along with its Affiliates, of at least $50 million. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not later than the effective
date of any such appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Ordinary Shares or Ordinary
Shares, and mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or removal of
the Rights Agent or the appointment of the successor Rights Agent, as the case may be. 



15







Section 22. Issuance of New Right
Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights
to the contrary, the Company may, at its option, issue new Right Certificates evidencing
Rights in such form as may be approved by the Board of Directors of the Company to reflect
any adjustment or change in the Purchase Price and the number or kind or class of shares
or other securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement. 



Section 23. Redemption. (a)
The Board of Directors of the Company may, at its option, at any time prior to 10 days
after such time that any Person becomes an Acquiring Person, redeem all but not less than
all the then outstanding Rights at a redemption price of $0.0001 per Right, appropriately
adjusted to reflect any share split, share dividend or similar transaction occurring after
the date hereof (such redemption price being hereinafter referred to as the
“Redemption Price”). The redemption of the Rights by the Board of
Directors of the Company may be made effective at such time, on such basis and with such
conditions as the Board of Directors of the Company, in its sole discretion, may
establish. 



     (b)
          Immediately upon the action of the Board of Directors of the Company ordering
          the redemption of the Rights pursuant to paragraph (a) of this Section 23, and
          without any further action and without any notice, the right to exercise the
          Rights will terminate and the only right thereafter of the holders of Rights
          shall be to receive the Redemption Price. The Company shall promptly give public
          notice of any such redemption; provided, however, that the failure
          to give, or any defect in, any such notice shall not affect the validity of such
          redemption. Within 10 days after such action of the Board of Directors of the
          Company ordering the redemption of the Rights, the Company shall mail a notice
          of redemption to all the holders of the then outstanding Rights at their last
          addresses as they appear upon the registry books of the Rights Agent or, prior
          to the Distribution Date, on the registry books of the transfer agent for the
          Ordinary Shares. Any notice which is mailed in the manner herein provided shall
          be deemed given, whether or not the holder receives the notice. Each such notice
          of redemption will state the method by which the payment of the Redemption Price
          will be made. Neither the Company nor any of its Affiliates or Associates may
          redeem, acquire or purchase for value any Rights at any time in any manner other
          than that specifically set forth in this Section 23 or in Section 24 hereof, and
          other than in connection with the purchase of Ordinary Shares prior to the
          Distribution Date. 



16







Section 24. Exchange. (a) The
Board of Directors of the Company may, at its option, at any time after any Person becomes
an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the provisions of
Section 11(a)(ii) hereof) for Ordinary Shares at an exchange ratio of two (2) Ordinary
Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights
(such exchange ratio being hereinafter referred to as the
“Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors
of the Company shall not be empowered to effect such exchange at any time after any Person
(other than the Company, any Subsidiary of the Company, any employee benefit or stock
ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary
Shares for or pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary
Shares then outstanding. 



     (b)
          Immediately upon the action of the Board of Directors of the Company ordering
          the exchange of any Rights pursuant to paragraph (a) of this Section 24 and
          without any further action and without any notice, the right to exercise such
          Rights shall terminate and the only right thereafter of a holder of such Rights
          shall be to receive that number of Ordinary Shares equal to the number of such
          Rights held by such holder multiplied by the Exchange Ratio. The Company shall
          promptly give public notice of any such exchange; provided,
          however, that the failure to give, or any defect in, such notice shall
          not affect the validity of such exchange. The Company promptly shall mail a
          notice of any such exchange to all of the holders of such Rights at their last
          addresses as they appear upon the registry books of the Rights Agent. Any notice
          which is mailed in the manner herein provided shall be deemed given, whether or
          not the holder receives the notice. Each such notice of exchange will state the
          method by which the exchange of the Ordinary Shares for Rights will be effected,
          and, in the event of any partial exchange, the number of Rights which will be
          exchanged. Any partial exchange shall be effected pro rata based
          on the number of Rights (other than Rights which have become void pursuant to
          the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. 



     (c)
          In the event that there shall not be sufficient Ordinary Shares issued but not
          outstanding or authorized but unissued to permit any exchange of Rights as
          contemplated in accordance with this Section 24, the Company shall take all such
          action as may be necessary to authorize additional Ordinary Shares for issuance
          upon exchange of the Rights. 



     (d)
          The Company shall not be required to issue fractions of Ordinary Shares or to
          distribute certificates or make any entries in the book-entry account system of
          the transfer agent which evidence fractional Ordinary Shares. In lieu of such
          fractional Ordinary Shares, the Company shall pay to the registered holders of
          the Right Certificates with regard to which such fractional Ordinary Shares
          would otherwise be issuable an amount in cash equal to the same fraction of the
          current market value of a whole Ordinary Share. For the purposes of this
          paragraph (d), the current market value of a whole Ordinary Share shall be the
          closing price of a Ordinary Share for the Trading Day immediately prior to the date of
          exchange pursuant to this Section 24. 



Section 25. Notice of Certain
Events. (a) In case the Company shall, at any time after the Distribution Date,
propose (i) to pay any dividend payable in shares of any class to the holders of the
Ordinary Shares or to make any other distribution to the holders of the Ordinary Shares
(other than a regular quarterly cash dividend), (ii) to offer to the holders of the
Ordinary Shares rights or warrants to subscribe for or to purchase any additional Ordinary
Shares or shares of any class or any other securities, rights or options, (iii)
to effect any reclassification of the Ordinary Shares (other than a reclassification
involving only the subdivision of outstanding Ordinary Shares), (iv) to effect any merger,
consolidation or other combination into or with, or to effect any sale or other transfer
(or to permit one or more of its Subsidiaries to effect any sale or other transfer), in
one or more transactions, of 50% or more of the assets, cash flow or earning power of the
Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any
dividend on the Ordinary Shares payable in Ordinary Shares or to effect a subdivision,
combination or consolidation of the Ordinary Shares (by reclassification or otherwise than
by payment of dividends in Ordinary Shares), then, in each such case, the Company shall
give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice
of such proposed action, which shall specify the record date for the purposes of such
share dividend, or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or
winding up is to take place and the date of participation therein by the holders of the
Ordinary Shares and/or Ordinary Shares, if any such date is to be fixed, and such notice
shall be so given in the case of any action covered by clause (i) or (ii) above at least
10 days prior to the record date for determining holders of the Ordinary Shares for
purposes of such action, and, in the case of any such other action, at least 10 days prior
to the date of the taking of such proposed action or the date of participation therein by
the holders of the Ordinary Shares, whichever shall be the earlier. 



17







     (b)
          In case the event set forth in Section 11(a)(ii) hereof shall occur, then the
          Company shall, as soon as practicable thereafter, give to each holder of a Right
          Certificate, in accordance with Section 26 hereof, a notice of the occurrence of
          such event, which notice shall describe such event and the consequences of such
          event to holders of Rights under Section 11(a)(ii) hereof. 



Section 26. Notices. Notices
or demands authorized by this Agreement to be given or made by the Rights Agent or by the
holder of any Right Certificate to or on the Company shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows: 



Syneron Medical Ltd.

Industrial Zone

Tavor Building

P.O.B. 550 Yokneam Illit,

20692 Israel

Attention: General Counsel






Subject to the  provisions of
Section 21 hereof,  any notice or demand  authorized by this Agreement to be given or
made by the  Company or by the holder of any Right  Certificate  to or on the Rights
 Agent shall be sufficiently  given or made if sent by overnight delivery service or
first-class mail, postage prepaid, addressed (until another address is filed in writing
with the Company) as follows: 



American Stock Transfer & Trust Company, LLC

59 Maiden Lane

Plaza Level

New York, NY 10038

Attention: Client Services



Notices or demands  authorized  by
this  Agreement  to be given or made by the Company or the Rights Agent to the holder of
any Right Certificate shall be sufficiently  given or made if sent by overnight  delivery
service or first-class  mail,  postage prepaid,  addressed to such holder at the address
of such holder as shown on the registry books of the Company. 



Section 27. Supplements and
Amendments. The Company may from time to time supplement or amend this Agreement
without the approval of any holders of Right Certificates in order to cure any
ambiguity, to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, or to make any other
provisions with respect to the Rights which the Company may deem necessary or
desirable, any such supplement or amendment to be evidenced by a writing signed by the
Company and the Rights Agent; provided, however, that, from and after such time
as any Person becomes an Acquiring Person, this Agreement shall not be amended in any
manner which would adversely affect the interests of the holders of Rights (other
than an Acquiring Person or an Affiliate or Associate thereof). Without limiting
the foregoing, the Company may at any time prior to such time as any Person becomes an
Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a)
and 3(a) hereof to not less than 10% (the "Reduced Threshold") provided, however,
that no Person who beneficially owns a number of Ordinary Shares equal to or greater
than the Reduced Threshold shall become an Acquiring Person unless such Person
shall, after the public announcement of the Reduced Threshold, increase its
beneficial ownership of the then outstanding Ordinary Shares (other than as a result
of an acquisition of Ordinary Shares by the Company) to an amount equal to or
greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the
lowest beneficial ownership of such Person as a percentage of the outstanding
Ordinary Shares as of any date on or after the date of the public announcement of such
Reduced Threshold plus (ii) .001%.  



18







Section 28. Successors. All the
covenants and provisions of this Agreement by or for the benefit of the Company or the
Rights Agent shall bind and inure to the benefit of their respective successors
and assigns hereunder.  




Section 29. Determinations and
Actions by the Board of Directors, etc. For all purposes of this Agreement, any
calculation of the number of Ordinary Shares outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding Ordinary Shares
of which any Person is the Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange
Act. The Board of Directors of the Company shall have the exclusive power, authority and
discretion to administer this Agreement and to exercise all rights and powers specifically
granted to such Board of Directors or to the Company, or as may be necessary or advisable
in the administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement, and (ii) make all determinations
deemed necessary or advisable for the administration of this Agreement (including, but not
limited to, a determination to redeem or not redeem the Rights, to amend the Agreement or
to find or to announce publicly that any Person has become an Acquiring Person). All such
actions, calculations, interpretations and determinations (including, for purposes of
clauses (i) and (iii) below, all omissions with respect to the foregoing) which are done
or made by the Board of Directors of the Company or the Company (i) shall be within the
discretion of the Board of Directors, (ii) shall be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Right Certificates and all other parties,
and (iii) shall not subject the Board of Directors of the Company to any liability to the
holders of the Rights and Right Certificates. 



Section 30. Benefits of this
Agreement. Nothing in this Agreement shall be construed to give to any Person other
than the Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, the Ordinary Shares) any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Ordinary Shares). 



Section 31. Severability. If
any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. 



Section 32. Governing Law.
This Agreement and each Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Israel and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to contracts to be
made and performed entirely within such state. 



Section 33. Counterparts. This
Agreement may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. 



Section 34. Descriptive
Headings. Descriptive headings of the several Sections of this Agreement are inserted
for convenience only and shall not control or affect the meaning or construction of any of
the provisions hereof. 



19







Section 35. Force Majeure.
Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be
liable for any delays or failures in performance resulting from acts beyond its reasonable
control including, without limitation, acts of God, terrorist acts, shortage of supply,
breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss
of data due to power failures or mechanical difficulties with information storage or
retrieval systems, labor difficulties, war, or civil unrest. 



        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
attested, all as of the day and year first above written. 







	SYNERON MEDICAL LTD.



By: /s/ Doron Gerstel
——————————————

Doron Gerstel
CEO		 



By: /s/ Fabian Tenenbaum
——————————————

Fabian Tenenbaum
CFO









	AMERICAN STOCK TRANSFER & 
TRUST COMPANY, LLC



By: /s/ Herbert J.LEMMER
——————————————

Herbert J.LEMMER
VICE PRESIDENT		







20









Exhibit A  



Form of Right
Certificate 


		
		
		
		
		
	Certificate No. R-	______ Rights







NOT EXERCISABLE AFTER NOVEMBER 9,
2009 OR SUCH LATER DATE AS DETERMINED BY THE COMPANY’S BOARD OR EARLIER IF REDEMPTION
OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.0001 PER RIGHT AND TO
EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT. 



Right Certificate 



SYNERON MEDICAL LTD. 



        This
certifies that ___, or registered assigns, is the registered owner of the number of Rights
set forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Agreement, dated as of November 11, 2008 (the
“Agreement”), between Syneron Medical Ltd., a company formed under the laws of
the State of Israel (the “Company”), and AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLC (the “Rights Agent”), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Agreement) and prior to 5:00
P.M., New York, New York time, on November 9, 2009 (or such later date as determined by
the Board of Directors of the Company (so long as such determination is made prior to
November 9, 2009)) at the principal office of the Rights Agent, or at the office of its
successor as Rights Agent, two (2) fully paid non-assessable Ordinary Shares, par value
NIS 0.01 per share, of the Company (the “Ordinary Shares”), at a purchase price
of $0.01 per one Ordinary Share (the “Purchase Price”), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase duly executed.
The number of Rights evidenced by this Right Certificate (and the number of Ordinary
Shares which may be purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of ______, ______, based on
the Ordinary Shares as constituted at such date. As provided in the Agreement, the
Purchase Price and the two (2) Ordinary Share which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events. 



        This
Right Certificate is subject to all of the terms, provisions and conditions of the
Agreement, which terms, provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Agreement reference is hereby made for a
full description of the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Right Certificates.
Copies of the Agreement are on file at the principal executive offices of the Company and
the offices of the Rights Agent. 



        This
Right Certificate, with or without other Right Certificates, upon surrender at the
principal office of the Rights Agent, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of Ordinary Shares as the Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such holder to purchase.
If this Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates for the
number of whole Rights not exercised. 



        Subject
to the provisions of the Agreement, the Rights evidenced by this Right Certificate (i) may
be redeemed by the Company at a redemption price of $.0001 per Right or (ii) may be
exchanged in whole or in part for Ordinary Shares or shares of the Company’s Ordinary
Shares Stock, par value NIS 0.01 per share. 












        No
fractional Ordinary Shares will be issued upon the exercise of any Right or Rights
evidenced hereby (other than fractions which are integral multiples of one one-hundredth
of a Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts), but, in lieu thereof, a cash payment will be made, as provided in
the Agreement. 



        No
holder of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the Ordinary Shares or of any other securities of the
Company which may at any time be issuable on the exercise hereof, nor shall anything
contained in the Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in the Agreement), or to
receive dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised as provided in the
Agreement. 



        This
Right Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent. 



        WITNESS
the  facsimile  signature  of the proper  officers of the Company and its  corporate
seal. Dated as of ______, 2008. 




	SYNERON MEDICAL LTD.



By: __________________


Name: ________________

Title: _________________		







A - 2










Form of Reverse Side of
Right Certificate 



FORM OF ASSIGNMENT 






(To be executed by the registered holder if such 
holder desires to transfer the Right
Certificate.)






        FOR
VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto
__________________________________________________________________________________________ 






(Please print name and address of transferee) 



this Right Certificate, together with
all right, title and interest therein, and does hereby irrevocably constitute and appoint
_________ Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution. 







Dated: ___________________







			
——————————————

Signature









Signature Guaranteed: 



        Signatures
must be guaranteed by an eligible guarantor institution which is a participant in the
Securities Transfer Agents Medallion Program (“STAMP”), the NASDAQ Medallion
Signature Program (“MSP”), or the Stock Exchanges Medallion Program
(“SEMP”), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act
of 1934, as amended. Guarantees by a notary public are not acceptable. 



        The
undersigned hereby certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined
in the Agreement). 





			
——————————————

Signature










A - 3







Form of Reverse Side of
Right Certificate – continued 



FORM OF ELECTION TO
PURCHASE 



(To be executed if holder desires to exercise 
Rights represented by the Right
Certificate.)






To: SYNERON MEDICAL LTD. 



        The
undersigned hereby irrevocably elects to exercise ______ Rights represented by this Right
Certificate to purchase the Ordinary Shares issuable upon the exercise of such Rights and
requests that certificates for such Ordinary Shares be issued in the name of: 



Please insert social security
 or
other identifying number 



(Please print name and address) 



If such number of Rights shall not be
all the Rights evidenced by this Right Certificate, a new Right Certificate for the
balance remaining of such Rights shall be registered in the name of and delivered to: 



Please insert social security
 or
other identifying number 



(Please print name and address) 



Dated:
_______________________ 





			
——————————————

Signature








Signature Guaranteed: 



        Signatures
must be guaranteed by an eligible guarantor institution which is a participant in the
Securities Transfer Agents Medallion Program (“STAMP”), the NASDAQ Medallion
Signature Program (“MSP”), or the Stock Exchanges Medallion Program
(“SEMP”), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act
of 1934, as amended. Guarantees by a notary public are not acceptable. 



        The
undersigned hereby certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined
in the Agreement). 




			
——————————————

Signature







A - 4







NOTICE 



        The
signature in the Form of Assignment or Form of Election to Purchase, as the case may be,
must conform to the name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change whatsoever. 



        In
the event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, the Company and the Rights
Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement)
and such Assignment or Election to Purchase will not be honored. 




A - 5








Exhibit B  



SUMMARY OF RIGHTS TO
PURCHASE
ORDINARY SHARES 



Introduction  



        On
November 9, 2008, the Board of Directors of our Company, Syneron Medical Ltd., a company
formed under the laws of the State of Israel, declared a dividend of one special purchase
right (a “Right”) for each outstanding Ordinary Share, par value NIS 0.01 per
share. The dividend is payable on November 11, 2008 to the shareholders of record on
November 9, 2008. 



        Our
Board has adopted this Rights Agreement to protect shareholders from coercive or otherwise
unfair takeover tactics. In general terms, it works by imposing a significant penalty upon
any person or group that acquires 15% or more of our outstanding ordinary shares without
the approval of our Board. The Rights Agreement should not interfere with any merger or
other business combination approved by our Board. 



        For
those interested in the specific terms of the Rights Agreement as made between our Company
and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as the Rights Agent, on November 11,
2008, we provide the following summary description. Please note, however, that this
description is only a summary, and is not complete, and should be read together with the
entire Rights Agreement, which has been filed with the Securities and Exchange Commission
as an exhibit to the report on Form 6-K dated November 12, 2008. A copy of the agreement
is available free of charge from our Company. 



The Rights. Our Board
authorized the issuance of a Right with respect to each outstanding Ordinary Share on
November 11, 2008. The Rights will initially trade with, and will be inseparable from, the
Ordinary Share. The Rights are evidenced only by the balances indicated in the book-entry
account system of the transfer agent for our Ordinary Shares or, in the case of
certificated shares, the certificates that represent such Ordinary Shares. New Rights will
accompany any new Ordinary Shares we issue after November 11, 2008 until the Distribution
Date described below. 



Exercise Price. Each Right
will allow its holder to purchase from our Company two (2) Ordinary Shares, at a purchase
price of $0.01 per one Ordinary Share, once the Rights become exercisable. Prior to
exercise, the Right does not give its holder any dividend, voting, or liquidation rights. 



     Exercisability. The Rights will not be exercisable until 



	—	10 days
after the public announcement that a person or group has become an “Acquiring Person” by
obtaining beneficial ownership of 15% or more of the Company’s outstanding Ordinary
Shares, except if such person or group has become an “Acquiring Person” pursuant
to an offer approved by the majority of the Board of Directors; or 







	—	10
business days (or a later date determined by the Board before any person or group becomes
an Acquiring Person) after a person or group begins a tender or exchange offer (except if
such person or group has become an “Acquiring Person” pursuant to an offer
approved by the majority of the Board of Directors) which, if completed, would result in
that person or group becoming an Acquiring Person. 









        We
refer to the date when the Rights become exercisable as the “Distribution Date.”
Until that date, the balances in the book-entry accounting system of the transfer agent
for our Ordinary Shares or, in the case of certificated shares, Ordinary Shares
certificates will also evidence the Rights, and any transfer of Ordinary Shares or, in the
case of certificated shares, certificates for Ordinary Shares will constitute a transfer
of Rights. After that date, the Rights will separate from the Ordinary Shares and be
evidenced solely by Rights certificates that we will mail to all eligible holders of
Ordinary Shares. Any Rights held by an Acquiring Person or any Associate or Affiliate
thereof are void and may not be exercised. 













        Our
Board may reduce the threshold at which a person or group becomes an Acquiring Person from
15% to not less than 10% of the outstanding Ordinary Shares. 



Consequences of a Person
or Group Becoming an Acquiring Person.  



	—	Flip
In. If a person or group becomes an Acquiring Person, all holders of Rights except
the Acquiring Person or any Associate or Affiliate thereof may, for a purchase price of
$0.01 per one Ordinary Share, purchase two (2) Ordinary Shares.  






	—	Flip
Over. If our Company is later acquired in a merger or similar transaction after the
Distribution Date, all holders of Rights except the Acquiring Person or any Associate or
Affiliate thereof may, for a purchase price of $0.01 per share, purchase two (2) times
the number of shares of the acquiring corporation, that each shareholder of the Company
is entitled for each Ordinary Shares. 









     Expiration.
          The Rights will expire on November 9, 2009, or such later date as determined
          by the Board (so long as such determination is made prior to November 9, 2009). 



     Redemption.
          Our Board may redeem the Rights for $0.0001 per Right at any time prior to
          10 days after such time that any person or group becomes an Acquiring Person. If
          our Board redeems any Rights, it must redeem all of the Rights. Once the Rights
          are redeemed, the only right of the holders of Rights will be to receive the
          redemption price of $.0001 per Right. The redemption price will be adjusted if
          we have a stock split or stock dividends of our Ordinary Shares. 



     Exchange.
          After a person or group becomes an Acquiring Person, but before an Acquiring
          Person owns 50% or more of our outstanding Ordinary Shares, our Board may
          extinguish the Rights by exchanging two (2) Ordinary Shares or an equivalent
          security for each Right, other than Rights held by the Acquiring Person. 



Anti-Dilution Provisions. Our
Board may adjust the purchase price of the Ordinary Shares, the number of Ordinary Shares
issuable and the number of outstanding Rights to prevent dilution that may occur from a
stock dividend, a stock split, a reclassification of the Ordinary Shares. No adjustments
to the Exercise Price of less than 1% will be made. 



     Amendments.
          The terms of the Rights Agreement may be amended by our Board without the
          consent of the holders of the Rights. However, our Board may not amend the
          Rights Agreement to lower the threshold at which a person or group becomes an
          Acquiring Person to below 10% of our outstanding Ordinary Shares. In addition,
          the Board may not cause a person or group to become an Acquiring Person by
          lowering this threshold below the percentage interest that such person or group
          already owns. After a person or group becomes an Acquiring Person, our Board may
          not amend the Rights Agreement in a way that adversely affects holders of the
          Rights 



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