exv10w1






Exhibit 10.1




STOCK PURCHASE AGREEMENT




     THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of November 10, 2008 (the “Effective
Date”), is executed by and among Endocare, Inc., a Delaware corporation (the “Company”), and the
parties set forth on the signature pages hereto (each a “Purchaser” and collectively, the
“Purchasers”).



     WHEREAS, concurrently herewith, the Company is entering into an Agreement and Plan of Merger
(the “Merger Agreement”), by and among the Company, Galil Medical Ltd., an Israeli corporation
(“Galil”), and Orange Acquisitions Ltd., an Israeli corporation and wholly owned subsidiary of the
Company (“Merger Sub”), which provides for the merger of Merger Sub with and into Galil, with Galil
surviving such merger as a wholly-owned subsidiary of the Company, all subject to and in accordance
with the provisions set forth in the Merger Agreement (the “Merger”).



     WHEREAS, simultaneously with the closing of the Merger, the Purchasers desire to purchase and
the Company desires to sell in the aggregate 16,250,000 shares (the “Shares”) of common stock of
the Company, par value $.001 per share (“Common Stock”), at a price per share of $1.00 (the “Per
Share Purchase Price”) for an aggregate purchase price of $16,250,000.



     WHEREAS, concurrently herewith, each of the Purchasers on Schedule I is executing and
delivering to the Company its Voting Agreement.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained herein,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, hereby agree as
follows:



     1. Purchase and Sale of Stock.




Subject to the terms and conditions of this Agreement:



     (a) Each Purchaser agrees to purchase, severally and not jointly, from the Company on the
Closing Date (as such term is defined below), in cash, the number of Shares set forth adjacent to
such Purchaser’s name under the heading “Share Allocation” on the signature page of such Purchaser
hereto (such amount as it applies to each Purchaser, the “Share Allocation”) at the Per Share
Purchase Price, representing an aggregate purchase price set forth adjacent to such Purchaser’s
name under the heading “Purchase Price” on the signature page hereto (such amount as it applies to
each Purchaser, the “Purchase Price”).



     (b) The Company agrees to issue, sell and convey to each Purchaser such Purchaser’s Share
Allocation, in each case, in exchange for the payment by such Purchaser of such Purchaser’s
Purchase Price.



     2. The Closing.



     (a) The closing of the purchase and sale of the Shares (the “Closing”) shall, subject to the
satisfaction or waiver of the conditions set forth in Section 7, take place at the offices
of Gibson,



 









 







Dunn & Crutcher LLP, 3161 Michelson Drive, Irvine, CA 92612, simultaneously with the closing
of the Merger as contemplated by the Merger Agreement. The day on which the Closing takes place is
referred to as the “Closing Date.”



     (b) At the Closing, subject to the terms and conditions of this Agreement, (i) each Purchaser
shall (A) deliver such Purchaser’s Purchase Price by wire transfer to an account designated by the
Company, and (B) deliver to the Company the Registration Rights Agreement in the form of
Exhibit A hereto (the “Registration Rights Agreement”), dated as of the Closing Date and
duly executed by such Purchaser, and (ii) the Company shall deliver or cause to be delivered to
each Purchaser (A) a certificate registered in the name of such Purchaser representing a number of
Shares equal to such Purchaser’s Share Allocation or shall provide to the Company’s transfer agent,
Computershare Trust Company, N.A. (together with any successor thereto, the “Transfer Agent”),
irrevocable instructions to issue and deliver via overnight courier to each Purchaser a certificate
representing such Shares, free and clear of any legends except those set forth in Section
4(h), (B) an opinion of counsel to the Company in the form of Exhibit B hereto and
dated as of the Closing Date, and (C) a copy of the Registration Rights Agreement, dated as of the
Closing Date and duly executed by the Company.



     (c) (i) In the event that any Purchaser (A) has breached its obligations under
Section 1(a), (B) does not confirm in writing, upon reasonable notice and request from the
Company, that such Purchaser will satisfy its obligations under Section 1(a) on the Closing
Date as determined by the Company in good faith, or (C) shall provide notice to the Company that it
will not satisfy its obligations under Section 1(a) on the Closing Date (each, a
“Defaulting Purchaser”), all of such Purchaser’s Share Allocation (a “Defaulted Share Allocation”)
will instead be offered by the Company, at the same Per Share Purchase Price, to the other
Purchasers who are not Defaulting Purchasers (“Non-Defaulting Purchasers”), ratably in accordance
with their respective Percentage Allocations.



     (ii) “Percentage Allocation” for each Non-Defaulting Purchaser shall mean the Share Allocation
for such Non-Defaulting Purchaser divided by the aggregate Share Allocations for all Non-Defaulting
Purchasers.



     (iii) The Company shall make any offer of a Defaulted Share Allocation to the Non-Defaulting
Purchasers within three business days of receiving notice from a Defaulting Purchaser that it will
not satisfy its obligations under Section 1(a), but in no event later than the Closing
Date. The Non-Defaulting Purchasers shall have three business days, but in no event later than the
Closing Date, to notify the Company that it shall accept some or all of its pro rata share of the
Defaulted Share Allocation (each such Non-Defaulting Purchaser, an “Electing Offeree”).



     (iv) Each Electing Offeree electing to purchase all of its pro rata share of the Defaulted
Share Allocation (“Fully Electing Offerees”) shall have a right of oversubscription with respect to
such portion of the Defaulted Share Allocation not purchased by the other Non-Defaulting
Purchasers, which oversubscription rights shall be applied among the Fully Electing Offerees who
exercise such rights ratably in accordance with their respective Percentage Allocations until all
of the Defaulted Share Allocation has been subscribed for. “Percentage Allocation” for each Fully
Electing Offeree for purposes of the allocation of the oversubscription rights in this clause (iv)
shall



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mean the Percentage Allocation for such Fully Electing Offeree divided by the aggregate Share
Allocations for all Fully Electing Offerees.



     (v) The Company agrees to issue, sell and convey to each Electing Offeree (if any) on the
Closing Date such Electing Offeree’s portion of a Defaulted Share Allocation, as determined herein,
in each case, in exchange for the payment by such Purchaser of the purchase price (calculated based
on the Per Share Purchase Price) in respect of such portion of the Defaulted Share Allocation, and
the Company and Electing Offerees shall comply with the applicable Closing requirements set forth
in Section 2(b) in respect of any Defaulted Share Allocation.



     (vi) To the extent that the Non-Defaulting Purchasers do not purchase all of the Defaulted
Share Allocation in accordance with the foregoing procedures, then the Company has the right to
offer and sell any remaining unsold Defaulted Share Allocation to any other Person or Persons who
qualify as Qualified Institutional Buyers or Institutional Accredited Investors (each, an
“Additional Purchaser”). All Purchasers acknowledge and agree that the Agreement shall be amended
to reflect any purchase of the Defaulted Share Allocation as set forth in this Section, including
adding any Additional Purchaser as a party to the Agreement.




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     (d) (i) Notwithstanding the foregoing, no Purchaser shall be entitled to purchase additional
Shares pursuant to Section 2(c), if as a result of such purchase of additional Shares, such
Purchaser and its Affiliates will own, directly or indirectly, in excess of 35% of the outstanding
shares of Common Stock immediately after the effective time of the Merger and issuance to such
Purchaser of the Merger consideration to which it is entitled and after taking into account the
Shares issued pursuant to this Agreement. In addition, each Purchaser represents, warrants and
covenants to the Company that such Purchaser (A)(1) does not own, directly or indirectly, as of the
date hereof, and (2) during the Standstill Period (as defined below) will not own, directly or
indirectly, in each case, individually or together with its Affiliates, more than 35% of the then
outstanding shares of Common Stock, and (B)(1) is not, and none of its Affiliates are, as of the
date hereof, and (2) during the Standstill Period will not, and none of its Affiliates will, in
each case, be a party to any express legally binding agreement with any non-affiliated Purchaser of
such Purchaser with respect to the voting, acquisition or disposition of any shares of Common Stock
representing more than 35% of the then outstanding shares of Common Stock, other than the Merger
Agreement and/or the Financing Agreements or any agreements or documents to be entered into in
connection therewith.


     (ii) Notwithstanding anything in this Section 2(d) to the contrary, if (A) from the
date hereof, and prior to the effective time of the Merger, any unaffiliated third party commences
or makes an offer for the Company or any equity securities of the Company, by tender offer, merger,
stock purchase or any other change of control proposal of any nature constituting a Superior
Proposal, or (B) during the Standstill Period, at any other time, any unaffiliated third party
commences or makes a tender offer for any or all of the shares of Common Stock (each a “Qualified
Third Party Offer”), each Purchaser (independently and/or together with any other Purchaser) and
any of its Affiliates shall be permitted to make, and this Section 2(d) will not apply to,
a competing offer to acquire any Common Stock with respect to (A), and a tender offer with respect
to (B) (each a “Competing Offer”), subject to and in accordance with the following:


          (A) the Competing Offer is made prior to the withdrawal or termination of the Qualified Third
Party Offer; and



          (B) if the Competing Offer is formally withdrawn or terminated before the Purchaser acquires
Common Stock pursuant to the Competing Offer, the rights under this Section 2(d)(ii) shall
terminate and such Purchaser and any of its Affiliates shall continue to be subject to the
requirements in Section 2(d)(i) unless and until another Qualified Third Party Offer is
made or commenced.



     (iii) For the avoidance of doubt, the filing of any statement or document with any
governmental authority, including without limitation, a Schedule 13D or amendment thereto by any
Purchaser or any of its Affiliates (and/or any group of Purchasers) disclosing the existence of a
“group” for Section 13(d) purposes, solely by itself, will not constitute a breach of the covenant
in Section 2(d)(i).


     (iv) Notwithstanding anything to the contrary, the restrictions in this Section 2(d)
shall not restrict or relate to any legally binding agreement between or among the Affiliates of a
Purchaser with respect to the voting, acquisition or disposition of the shares of Common Stock
and/or any such arrangements among any Purchasers contemplated by the Merger Agreement and/or the
Financing Agreement including any agreements entered into in connection therewith.


     (v) The restrictions in this Section 2(d) shall survive the Closing Date and shall
expire and be of no force and effect on and after the first anniversary of the Company’s annual
stockholders meeting for 2009 (the period from the date hereof to such first anniversary, the
“Standstill Period”). Notwithstanding anything to the contrary, the Standstill Period shall expire
no later than June 30, 2010. The restrictions in this Section 2(d) shall immediately
terminate and be of no further force or effect upon termination of this Agreement.


     (vi) Notwithstanding the foregoing, nothing in this Section 2.1(d) shall apply to any
portfolio company of any Purchaser with respect to which such Purchaser is not the party exercising
control (as defined as over 50% voting or dispositive control) over the decision to purchase shares
of Common Stock or to vote such Common Stock.


     (e) Notwithstanding Section 1(c) or any other provision of this Agreement, the
obligations of the Purchasers are several and no Purchaser shall be responsible for the breach or
violation of any other Purchaser, including without limitation, for any other Purchaser’s failure
to purchase its Share Allocation as required, even if a Purchaser becomes an Electing Offeree in
respect of a Defaulted Share Allocation, and in no event shall a Purchaser be relieved of its
obligations to the Company under this Agreement, including Section 1(a).


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power and authority to own, lease and operate its properties and to carry on its business as
it is now being conducted and (ii) duly qualified or licensed as a foreign corporation to do
business, and is in good standing, in each jurisdiction where the character of the properties
owned, leased or operated by it or the nature of its business makes such qualification or licensing
necessary, except for any such failures to be so qualified or licensed and in good standing as
that, individually or in the aggregate, have not had and would not reasonably be expected to have a
Material Adverse Effect on the Company. Merger Sub is a company duly organized, validly existing
and in good standing under the laws of the State of Israel. The Company owns, beneficially and of
record, all of the outstanding capital stock of Urohealth B.V., a company duly organized, validly
existing and in good standing under the laws of The Netherlands. Urohealth B.V. is an inactive
subsidiary which does not currently conduct any business activities. Except for Merger Sub and
Urohealth B.V. (collectively, the “Company Subsidiaries”), the Company does not have any
Subsidiaries. For purposes of this Agreement, the term “Material Adverse Effect on the Company”
means one or more events, occurrences, conditions or circumstances (whether or not covered by
insurance) which, individually or in the aggregate, result in a material adverse effect on or
change in (i) the business, operations, assets, Liabilities, condition (financial or otherwise),
prospects, or results of operations of the Company, taken as a whole with the Company Subsidiaries,
or (ii) the ability of the Company to timely (A) perform its material obligations under this
Agreement, or (B) consummate the transactions contemplated in this Agreement.



     (b) Authorization; Enforcement. The Company has the full corporate power and
authority to (i) execute and deliver this Agreement, the Registration Rights Agreement and all
certificates delivered by the Company in connection herewith and therewith (collectively, the
“Transaction Documents”) and to perform its obligations hereunder and thereunder, and (ii) issue
the Shares in accordance with the terms of this Agreement. The execution and delivery by the
Company of this Agreement and the other Transaction Documents and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by the Company’s board of
directors and no other corporate proceedings on the part of the Company are necessary to authorize
the execution, delivery and performance of this Agreement and the other Transaction Documents or to
consummate the transactions contemplated hereby and thereby, except the approval by the Company’s
stockholders of the issuance of (i) the Common Stock in the Merger and the transactions
contemplated in the Merger Agreement, and (ii) the Shares pursuant to this Agreement (the
“Stockholder Approval”). This Agreement has been, and each of the other Transaction Documents upon
the Closing Date will be, duly executed and delivered by the Company. This Agreement constitutes,
and each of the other Transaction Documents upon the Closing Date will constitute, a valid and
binding obligation of the Company enforceable against the Company in accordance with its respective
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights generally and
subject to equitable principles of general application.



     (c) No Conflicts. The execution, delivery and performance by the Company of this
Agreement and the other Transaction Documents and the consummation of the transactions contemplated
hereby and thereby will not:



          (i) conflict with or violate the certificate of incorporation or bylaws of the Company or the
articles of association or equivalent constituent documents of the Company Subsidiaries
(collectively, the “Governing Documents”);




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          (ii) conflict with or violate any Law applicable to the Company or the Company Subsidiaries or
by which any property or asset of the Company or the Company Subsidiaries is bound; or




          (iii) except as set forth in Schedule 3(c) hereto, result in any breach of, constitute
a default (or an event that, with notice or lapse of time or both, would become a default) under,
require any consent of any Person pursuant to, give to others any right of termination, amendment,
modification, acceleration or cancellation of, allow the imposition of any fees or penalties,
require the offering or making of any payment or redemption, give rise to any increased,
guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely
affect any rights of the Company or the Company Subsidiaries under, or result in the creation of
any Encumbrance on any property, asset or right of the Company or the Company Subsidiaries pursuant
to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument,
obligation or other contract or agreement (each, a “Contract”) to which the Company or any Company
Subsidiary is a party or by which any of their respective properties or assets are bound;



except, in the case of clauses (ii) and (iii), for any such conflicts, breaches, defaults or lack
of consents that, individually or in the aggregate, have not had and would not reasonably be
expected to have a Material Adverse Effect on the Company.




     (d) Consents; Approvals. Other than the Stockholder Approval and notice filings
pursuant to applicable state securities laws, the Company is not required to obtain any consent,
authorization or approval of, or make any filing or registration with, any court or governmental or
regulatory or administrative authority, including the SEC, in order for the Company to execute,
deliver and perform any of its obligations under this Agreement or the other Transaction Documents
or in order to consummate any of the transactions contemplated hereby and thereby, except those
consents, authorizations, approvals, filings and registrations contemplated by Section 6(c)
hereof and the Registration Rights Agreement, which shall be obtained or made as contemplated
thereby.



     (e) Capitalization; Issuance of Shares. The authorized capital stock of the Company
consists of 51,000,000 shares (the “Company Capital Stock”), divided into 50,000,000 shares of
Common Stock and 1,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred
Stock”). As of the date hereof, (i) 11,811,451 shares of Common Stock are issued and outstanding,
(ii) no shares of Preferred Stock are issued or outstanding, (iii) 2,270,723 shares of Common Stock
are issuable upon exercise or payout of currently outstanding stock options and restricted stock
units previously granted under the Company’s stock option plans; (iv) 78,363 shares of Common Stock
are issuable upon exercise of deferred stock units under the Company’s Employee Deferred Stock Unit
Program; (v) 165,981 shares of Common Stock are issuable upon payout of deferred stock units under
the Company’s Non-Employee Director Deferred Stock Unit Program; (vi) 474,437 shares of Common
Stock remain available for future awards under the Company’s 2004 Stock Incentive Plan; (vii)
606,292 shares of Common Stock remain available for future awards under the Company’s Employee
Deferred Stock Unit Program; (viii) 234,019 shares of Common Stock remain available for future
awards under the Company’s Non-Employee Director Deferred Stock Unit Program; (ix) 689,113 shares
of Common Stock are issuable upon exercise of currently outstanding Series A Warrants; (x) 694,637
shares of Common Stock are issuable upon exercise of currently outstanding Series B Warrants; and
(xi) 250,000 shares of Preferred Stock have been designated as “Series A Junior Participating
Preferred Stock,” par value $0.001 per share, and are



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reserved for issuance upon exercise of preferred share purchase rights issued pursuant to the
Rights Agreement, dated as of March 31, 1999, between the Company and U.S. Stock Transfer
Corporation (as amended from time to time). Each issued and outstanding share of Company Capital
Stock is, and each share of Company Capital Stock to be issued pursuant to the terms hereof, upon
issuance on the terms and conditions specified in this Agreement will be, duly authorized, validly
issued, fully paid, nonassessable and free of preemptive rights or similar rights, and has been, or
will be, issued in compliance in all respects with applicable Law and the Company’s bylaws and
certificate of incorporation. No Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions contemplated by this
Agreement or the other Transaction Documents. Except as set forth in Schedule 3(e), the
issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or
other securities to any Person (other than the Purchasers) and will not result in any right of any
holder of Company securities to adjust the exercise, conversion, exchange or reset price under any
of such securities. The holders of the Shares shall be entitled to all of the rights accorded to a
holder of Common Stock by virtue of holding Common Stock.



     Except for the items described in the paragraph above and under this Agreement and the Merger
Agreement, as of the date hereof, there are no outstanding subscriptions, options, calls,
contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including
any right of conversion or exchange under any outstanding security, instrument or other Contract
and also including any rights plan or other similar agreement, obligating the Company to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital
Stock or obligating the Company to grant, extend or enter into any such Contract or commitment. As
of the date hereof, there are no obligations, contingent or otherwise, of the Company to
(i) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (ii) provide
material funds to, or make any material investment in (in the form of a loan, capital contribution
or otherwise), or provide any guarantee with respect to the obligations of, any Person. There are
no outstanding stock appreciation rights or similar derivative securities or rights of the Company.
There are no bonds, debentures, notes or other indebtedness of the Company having the right to
vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters
on which stockholders of the Company may vote. There are no voting trusts, irrevocable proxies or
other Contracts to which the Company is a party or is bound with respect to the voting of any
shares of Company Capital Stock.



     (f) Public Filings. The Company has filed all material forms, reports and documents
required to be filed with the SEC since January 1, 2007 (collectively, the “Company SEC Reports”),
each of which complied at the time of filing in all material respects with all applicable
requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). None of the Company SEC Reports contained
when filed any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein in light of the
circumstances under which they were made not misleading, except to the extent superseded by a
subsequently filed Company SEC Report prior to the date hereof. The (a) audited consolidated
balance sheet of the Company as of December 31, 2005, December 31, 2006 and December 31, 2007, and
the related audited consolidated statements of income, retained earnings, shareholders’ equity and
changes in financial position of the Company for the periods covered therein, together with all
related notes and schedules thereto, accompanied by the reports thereon of the Company’s



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independent auditors, (b) unaudited consolidated balance sheet of the Company as of June 30,
2008, and the related consolidated statements of income, retained earnings, shareholders’ equity
and changes in financial position of the Company for the six months and quarter then ended,
together with all related notes and schedules thereto filed with the Company SEC Reports, and
(c) unaudited consolidated balance sheet of the Company as of September 30, 2008, and the related
consolidated statements of income, retained earnings, shareholders’ equity and changes in financial
position of the Company for the quarter ended September 30, 2008 (collectively, the “Company
Financial Statements”) are (i) correct and complete in all material respects and have been prepared
in accordance with the books and records of the Company; (ii) have been prepared in accordance with
GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in
the notes thereto); and (iii) fairly present, in all material respects, the consolidated financial
position, results of operations and cash flows of the Company and its Subsidiaries as at the
respective dates thereof and for the respective periods indicated therein, except as otherwise
noted therein and subject, in the case of interim financial statements, to normal and recurring
year-end adjustments that will not, individually or in the aggregate, be material. The Company
Financial Statements do not contain any material items of a special or nonrecurring nature, except
as expressly stated therein. Except for those liabilities that are reflected or reserved against on
the audited consolidated balance sheet of the Company as of December 31, 2007 (such balance sheet,
together with all related notes and schedules thereto, the “Company Balance Sheet”), and for
liabilities incurred in the ordinary course of business consistent with past practice after such
date, the Company has not incurred any liability required by GAAP to be reflected in a consolidated
balance sheet of the Company or disclosed in the notes thereto, except those liabilities and
obligations that are not, individually or in the aggregate, material to the Company.



     (g) Absence of Certain Changes or Events. Since the date of the Company Balance
Sheet: (i) the business of the Company has been conducted, in all material respects, only in the
ordinary course of business consistent with past practice; (ii) there has not been any change,
event or development or prospective change, event or development that, individually or in the
aggregate, has had or would be reasonably likely to have a Material Adverse Change on the Company;
(iii) the Company has not suffered any material loss, damage, destruction or other casualty
affecting any of its material properties or assets, whether or not covered by insurance; and (iv)
the Company has not taken any action that, if taken after the date of this Agreement, would
constitute a breach of any of the Company’s covenants set forth in Section 6.



     (h) Litigation. Except as set forth on Schedule 3(h) hereto, there is no
material claim, action, suit, inquiry, proceeding, audit or investigation by or before any
governmental authority, or any arbitration, mediation or other similar proceeding (each, an
“Action”) or, to the Knowledge of the Company, threatened or pending against the Company or any of
the Company Subsidiaries, or any material property or asset of the Company or any of the Company
Subsidiaries, nor to the Company’s Knowledge is there any event, circumstance or fact existing or
that has occurred that would reasonably be expected to result in a material Action. There is no
Action pending or, to the Knowledge of the Company, threatened seeking to prevent, hinder, modify,
delay or challenge the transactions contemplated by this Agreement or the other Transaction
Documents. There is no outstanding or pending Order, or to the Knowledge of the Company,
threatened investigation by, any Governmental Authority relating to the Company or any of the
Company Subsidiaries, any of its properties or assets or the transactions contemplated by this
Agreement or the other Transaction



8









 







Documents. There is no Action by the Company or any of the Company Subsidiaries pending, or
which the Company or any of the Company Subsidiaries has commenced preparations to initiate,
against any other Person.



     (i) Compliance with Applicable Law. Each of the Company and the Company Subsidiaries
is and has been in compliance in all material respects with all Laws applicable to it. The Company
has not received during the past seven years, nor is there any basis for, any notice, order,
complaint or other communication from any Governmental Authority or any other Person that the
Company or either of the Company Subsidiaries is not and has not been in compliance in any material
respect with any Law applicable to it. Except in each case which would not have or reasonably be
expected to result in, individually or in the aggregate, a Material Adverse Effect on the Company,
neither the Company nor any of the Company Subsidiaries is in violation of any term of any
Governing Document.



     (j) Integration. Assuming that the Purchasers’ representations in Section 4
are true and correct, to the Company’s Knowledge, no circumstance exists which requires the
offering of the Shares by the Company to the Purchasers to be integrated with prior,
contemporaneous or ongoing offerings of the Company for purposes of the Securities Act, or, except
in connection with the Form S-4 to be filed in connection with the issuance of Common Stock in the
Merger, the rules and regulations of the Nasdaq relating to shareholder approval requirements.



     (k) Investment Company. Neither the Company nor any Company Subsidiary is, and, after
giving effect to the issuance of the Shares, will not be required to register as, an “investment
company” within the meaning of such term under the Investment Company Act of 1940, as amended.



     (l) Private Placement. Assuming the accuracy of the representations made by the
Purchasers in Section 4 of this Agreement, no registration under the Securities Act is
required for the offer and sale of the Shares by the Company to the Purchasers as contemplated by
this Agreement.



     (m) No General Solicitation. Neither the Company, nor any of its affiliates, nor any
Person acting on its or their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Rule 502 under the Securities Act) in connection with the offer
or sale of the Shares.



     (n) Broker Fees. Other than Oppenheimer & Co. Inc. (the “Placement Agent”), whose
fees will be paid by the Company, no broker, finder or investment banker is entitled to any
brokerage, finder’s or other fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of the Company. No Purchaser shall
have any obligation with respect to any such fees or any claims made by or on behalf of any such
persons that any such fees are due.



     (o) Application of Anti-takeover Protections. The Company has taken all necessary
action, if any, in order to render inapplicable any control share acquisition, business
combination, poison pill, shareholder rights agreements or other similar anti-takeover provision
under the



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Company’s certificate of incorporation or bylaws or any applicable state laws that is or could
become applicable to each Purchaser’s purchase of its Share Allocation.



     (p) No Other Representations. The Company acknowledges that the Purchasers make no
other representations or warranties with respect to the purchase and sale of the Shares except for
those specifically set forth in Section 4 and that the Purchasers have not made any
promises to or agreements with the Company not specifically provided in this Agreement and the
other Transaction Documents.



     4. Representations of the Purchasers. Each Purchaser severally and not jointly
hereby represents and warrants to the Company and the Placement Agent as follows:



     (a) Such Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act  or an “accredited investor” within the meaning of Rule 501 of Regulation D
under the Securities Act.



     (b) Such Purchaser has the requisite power and authority to enter into and perform its
obligations under this Agreement and the other Transaction Documents to which it is or will be a
party. The execution and delivery by such Purchaser of this Agreement and the other Transaction
Documents to which such Purchaser is or will be a party have been duly authorized by such Purchaser
and no further consent or authorization is required of such Purchaser in connection therewith.
This Agreement has been, and each of the other Transaction Documents to which such Purchaser will
be a party, upon the Closing Date will be, duly executed and delivered by such Purchaser. This
Agreement constitutes, and each of the other Transaction Documents to which such Purchaser is or
will be a party, upon the Closing Date will constitute, a valid and binding obligation of such
Purchaser enforceable against such Purchaser in accordance with its respective terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights generally and subject to equitable
principles of general application.



     (c) Such Purchaser understands that the Shares are “restricted securities” under the federal
securities laws inasmuch as the Shares are being acquired from the Company in a transaction not
involving a public offering and that under the Securities Act and the applicable regulations
thereunder the Shares may be resold without registration under the Securities Act only in certain
limited circumstances. In this regard, such Purchaser represents that it is familiar with Rule 144
promulgated under the Securities Act (including any successor rule or similar rule then in place,
“Rule 144”) and understands the resale limitations imposed thereby and by the other requirements of
the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder and
under any state securities laws (collectively, the “Securities Laws”), including, without
limitation, Section 16 of the Exchange Act if applicable to such Purchaser. Such Purchaser
acknowledges and agrees that the Company has no obligation to register the Shares for resale except
as set forth in the Registration Rights Agreement.



     (d) Such Purchaser is acquiring the Shares for investment for such Purchaser’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in
violation of the Securities Act. Such Purchaser does not have any contract, undertaking,



10









 







agreement, understanding or arrangement with any Person, including any underwriters or
broker-dealers, to sell, transfer or grant participations to such Person or to any third party,
with respect to any of the Shares. Such Purchaser has not been formed for the specific purpose of
acquiring the Shares.



     (e) Such Purchaser is not purchasing the Shares as a result of or subsequent to any
advertisement, article, notice or other communication published in any newspaper, magazine or
similar media or broadcast over the Internet, television or radio or presented at any seminar,
meeting or conference whose attendees have been invited by any general solicitation or general
advertising.



     (f) Such Purchaser is a sophisticated investor and acknowledges that it can bear the economic
risk of its investment in the Shares, and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of its investment in the
Shares. Such Purchaser has: (i) received, carefully reviewed and acknowledges its understanding of
(A) the representations relating to the Company contained in this Agreement, (B) the investment
considerations set forth on Exhibit C, and (C) the documents set forth on Exhibit D
and Exhibit E; and (ii) has been given the opportunity to ask the Company all questions and
receive answers concerning the terms and conditions of this offering and to obtain any additional
information that is necessary to verify the accuracy of the information furnished hereunder or
relevant to its investment in the Shares and any such questions have been answered to such
Purchaser’s satisfaction. SUCH PURCHASER ACKNOWLEDGES THAT AN INVESTMENT IN THE COMPANY AND THE
SHARES INVOLVES A HIGH DEGREE OF RISK.



     (g) Such Purchaser has received certain projections, including projected statements of revenue
growth, adjusted EBITDA, synergies and cost savings for the Company after the Merger. Such
Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates,
projections and other forecasts and plans, that such Purchaser is familiar with such uncertainties
and that such Purchaser is taking full responsibility for making its own evaluation of the adequacy
and accuracy of all estimates, projections and other forecasts and plans so furnished to it
(including the reasonableness of any assumptions underlying such estimates, projections and
forecasts to the extent provided to such Purchaser). Accordingly, such Purchaser acknowledges that
the Company makes no representation or warranty with respect to, and disclaims any obligation to
update, such estimates, projections and other forecasts and plans (including the reasonableness of
the assumptions underlying such estimates, projections and forecasts to the extent provided to such
Purchaser).



     (h) Such Purchaser understands that (i) the Shares have not been, and will not be, registered
under the Securities Act, by reason of a specific exemption from the registration provisions of the
Securities Act, which depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of such Purchaser’s representations as expressed herein, and (ii) the
Shares cannot be resold unless they are registered under the Act or unless an exemption from
registration is available. Such Purchaser understands that any certificates representing the
Shares shall bear the following legend, in addition to any legend required by state “Blue Sky”
laws:



11









 





THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH
RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY
TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT.



     (i) If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended), such Purchaser hereby represents that it has satisfied
itself as to the full observance of the laws of its jurisdiction in connection with any invitation
to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange requirements
applicable to such purchase, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale or transfer of the Shares. The Purchaser’s subscription and payment for
and continued beneficial ownership of the Shares will not violate any applicable securities or
other laws of the Purchaser’s jurisdiction.



     (j) If the Purchaser is an individual, then the Purchaser resides in the state or province
identified in the address of the Purchaser set forth in the signature page hereto. If the
Purchaser is a partnership, corporation, limited liability company or other entity, then the office
or offices of the Purchaser in which its principal place of business is identified in the address
or addresses of the Purchaser set forth in the signature page hereto.



     (k) Such Purchaser acknowledges that the Company makes no other representations or warranties
with respect to the purchase and sale of the Shares except for those specifically set forth in
Section 3 of this Agreement and that the Company has not made any promises to or agreements
with such Purchaser not specifically provided in this Agreement and the other Transaction
Documents, including any representations related to the Shares or the future value thereof.



     5. Lock Up. Each Purchaser hereby covenants and agrees that such Purchaser shall not
engage, directly or indirectly, in any Prohibited Transaction (as such term is defined below) with
respect to the Shares for a period of six months from and after the Closing Date; provided that the
foregoing covenant shall cease to apply and shall no longer be effective upon the happening of any
of the following events (in each case other than any events associated with the Merger) after the
Closing Date: (a) the occurrence or public announcement by the Company of a Change in Control, (b)
the issuance of new capital stock for public sale by the Company in a primary offering, or (c) the
Company entering into, or publicly announcing its intention to enter into, any transaction or
series of transactions with any Person or Persons other than the Purchasers whereby the Company
agrees to sell or transfer any capital stock of the Company, any security directly or indirectly
convertible or



12









 







exchangeable for any such capital stock or any option or right to acquire any of the foregoing,
which in the aggregate after the date hereof constitutes or allows the holder(s) thereof to acquire
5% or more of the outstanding capital stock of the Company as of the Closing Date; and in
connection with which any Person(s) acquiring or holding such securities are not subject to a
lock-up on terms at least as restrictive upon such holders as those set forth in this Section
5 at all times while this Section 5 is applicable to the Purchasers; provided,
however, that subsections (b) and (c) shall not apply to the shares of Common Stock issued
in the Merger or issuances pursuant to any stockholder-approved equity compensation plans or
arrangements (or to the Company’s existing deferred stock unit programs) the purpose of which is to
compensate the Company’s employees or non-employee directors and not in any material respect to
raise capital or any issuances upon exercise of warrants to purchase shares of Common Stock
outstanding on the date hereof. For purposes of this Agreement, the term “Prohibited Transaction”
for any Purchaser means a transfer or assignment of the Shares or any interest therein, including
any of the following transactions, and any agreement or other arrangement with respect to any such
transactions; provided, however, that a Prohibited Transaction shall not include
the tendering of Shares by Purchasers in a publicly announced tender offer: (A) any sale; (B) any
grant of any option; (C) any transfer of the economic risk of ownership; (D) any transfer of voting
or dispositive power; (E) any pledge; (F) any short sale, whether or not against the box; (G) any
establishment of any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange
Act); (H) any grant of any other right with respect to any of the Shares or with respect to any
security that includes, relates to or derives any significant part of its value from any of the
Shares; and/or (I) any hedging transaction; except, in each case, any transfer to any affiliate of
the Purchaser (including its partners or members), provided that in each case such Person(s) agrees
to be bound by the provisions of this Section 5. For purposes of this Agreement, the term
“Change in Control” means the occurrence after the Closing Date of any of the following in one or a
series of related transactions: (i) an acquisition by any Person or “group” (as described in Rule
13d-5(b)(1) under the Exchange Act) of 40% or more of the voting rights or equity interests in the
Company; (ii) a replacement of more than one-half of the members of the Company’s board of
directors that is not approved by those individuals who are members of the board of directors at
the Effective Time (or other directors previously approved by such individuals); (iii) a sale of
substantially all or more than one-half of the assets of the Company and its Subsidiaries, taken as
a whole, in a transaction or series of related transactions; (iv) a merger or consolidation that
results in more than 50% of the combined voting power of the then outstanding Company Capital Stock
changing ownership (whether or not approved by the Board); (v) the consummation of a
recapitalization, reorganization or other transaction involving the Company or any Subsidiary that
constitutes or results in a transfer of a majority of the voting rights or equity interests in the
Company; (vi) consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the
Exchange Act, or (vii) consummation of a publicly announced tender offer for a majority of any
class of the Company’s outstanding securities (other than an issuer tender offer not for cash or to
employees of the Company and, in each case, not to effectuate a going private transaction).



     6. Other Agreements of the Parties.



     (a) The Company shall use its commercially reasonable efforts to continue the listing and
trading of its Common Stock on the Nasdaq or another national securities exchange or the
Over-the-Counter Bulletin Board (the “OTCBB”) and shall use its commercially reasonable efforts to
comply in all respects with the applicable reporting, filing, shareholder approval and other



13









 







obligations under the rules and regulations of the Nasdaq, such other national securities
exchange or the OTCBB, as applicable, in each case, until the earlier of the first anniversary of
the Closing Date and the time at which the Purchasers no longer own any of the Shares.



     (b) Until the earlier of the first anniversary of the Closing Date and the time at which the
Purchasers no longer own any of the Shares, the Company covenants to use commercially reasonable
efforts to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company pursuant to the Exchange Act, or if
the Company is not required to file reports pursuant to securities Laws during such period, the
Company will prepare and furnish to the Purchasers and make publicly available in accordance with
Rule 144(c) such information as is required for the Purchasers to sell the Shares under Rule 144.



     (c) Except for: (i) a press release to be issued on the Effective Date disclosing the
transactions contemplated by this Agreement and the other Transaction Documents and the Merger, and
(ii) a Form 8-K to be filed with the SEC describing the material terms of the transactions
contemplated by this Agreement and the other Transaction Documents and the Merger and attaching the
relevant Transaction Documents as exhibits, and any filings made in connection with the Merger, the
Company shall not issue any press release or any other public statement with respect to the
transactions contemplated by this Agreement and the other Transaction Documents, except as required
by Law or the stock exchange on which the Company’s Common Stock is listed or traded, in which
case, to the extent practicable, the Company shall provide the Purchasers with prior notice of such
disclosure. No Purchaser shall issue any press release or any other public statement with respect
to the transactions contemplated by this Agreement and the other Transaction Documents, except (i)
as required by Law, in which case such Purchaser shall provide the Company with prior notice of
such disclosure, or (ii) for the issuance of any press release or other public statement that (x)
discloses only that information with respect to the transactions contemplated hereby and the Merger
as has been previously disclosed with respect to such transactions by
the Company, in which case such Purchaser shall provide the Company
with notice of such disclosure, prior to the first disclosure thereof
(and  may thereafter repeat such disclosure previously notified to Company), or (y) is
approved in advance by the Company, such approval not to be unreasonably withheld, conditioned or
delayed.



     (d) Certificates evidencing the Shares shall not be required to contain any legend (including
the legend set forth in Section 4(h)): (i) following a sale of the Shares pursuant to an
effective registration statement, or (ii) following a sale of the Shares pursuant to Rule 144
(assuming the transferor is not an affiliate of the Company, and the Company receives evidence of
such status, such as customary representation letters provided by the Purchasers, reasonably
satisfactory to the Company). Following such time as any legends (including those set forth in
Section 4(h)) are no longer required to be placed on certificates representing Shares, the
Company will, no later than three business days following the delivery by the Purchaser to the
Transfer Agent of a certificate representing Shares containing such legends, deliver or cause to be
delivered to the Purchaser or its transferee, as applicable, a certificate representing such Shares
that is free from all legends. The Company may not make any notation on its records or give
instructions to the Transfer Agent that expand the restrictions on transfer set forth in
Section 4.



     (e) The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate
in respect of any security (as defined in Section 2(a)(1) of the Securities Act) that would



14









 







be integrated with the offer or sale of the Shares for purposes of the Securities Act, or,
except in connection with the Form S-4 to be filed in connection with the issuance of Common Stock
in the Merger, the rules and regulations of the Nasdaq relating to shareholder approval
requirements.



     7. Conditions to the Closing.



     (a) General Conditions to Closing. The respective obligations of each party to
consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at
or prior to the Closing, of each of the following conditions, any of which may, to the extent
permitted by applicable Law, be waived in writing by any party in its sole discretion
(provided, that such waiver shall only be effective as to the obligations of such party):



          (i) No Injunction.  No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or enforced by any court or governmental
authority of competent jurisdiction which prohibits or makes illegal the consummation of the
transactions contemplated by this Agreement.




          (ii) Consummation of Merger. The Merger shall have closed concurrent with or
immediately prior to the Closing.




          (iii) Stockholder Approval. If required under Rule 4350(i) of the Nasdaq Marketplace
Rules, the Company shall have received the Stockholder Approval.




     (b) Conditions Precedent to the Obligation of the Company.  The obligation hereunder
of the Company to issue and sell the Shares as to each individual Purchaser shall be subject to the
fulfillment at or prior to the Closing, of each of the following conditions, any of which may, to
the extent permitted by applicable Law, be waived in writing by the Company in its sole discretion:




          (i) Accuracy of the Purchaser’s Representations and Warranties.  The representations
and warranties of the Purchaser shall be true and correct in all material respects as of the date
hereof and as of the Closing Date as though made at that time, except for representations and
warranties that are expressly made as of a particular date, which shall be true and correct in all
material respects as of such date.







          (ii) Performance by the Purchaser.  The Purchaser shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing
Date.







          (iii) Purchaser’s Certificate.  On the Closing Date, the Purchaser shall have
delivered to the Company a certificate signed by such Purchaser, if such Purchaser is an
individual, or an executive officer on behalf of such Purchaser, if such Purchaser is an entity,
dated as of the Closing Date, confirming the accuracy of such Purchaser’s representations,
warranties and performance of its covenants as of the Closing Date.




15









 








          (iv) Delivery of Purchase Price.  The Purchase Price relating to the Purchaser’s Share
Allocation shall have been delivered to the Company on the Closing Date as set forth in
Section 2(b).







          (v) Minimum Purchase.  The Purchasers, including Electing Offerees (if any) and
Additional Purchasers, shall have purchased Shares with an aggregate
Purchase Price of $12
million at the Closing.







     (c) Conditions Precedent to the Obligation of the Purchasers.  The obligation
hereunder of each of the Purchasers to purchase the Shares and consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing, of
each of the following conditions, any of which may, to the extent permitted by applicable Law, be
waived in writing by the Purchaser (as to itself only) in its sole discretion:




          (i) Accuracy of the Company’s Representations and Warranties.  The representations and
warranties of the Company in this Agreement shall be, in the aggregate, true and correct in all
material respects, as of the Closing Date, except for representations and warranties that are
qualified by Material Adverse Effect, which shall be true and correct in all respects, or speak as
of a particular date, which shall be true and correct in all material respects as of such date.




          (ii) Performance by the Company.  The Company shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing
Date.




          (iii) No Suspension, Etc.  Trading in the Common Stock shall not be suspended as of
the Closing Date by the SEC or the Nasdaq (or if then traded on another national securities
exchange or the OTCBB, then such securities exchange or the OTCBB).




          (iv) Shares.  At the Closing, the Company shall have delivered to the Purchaser a
certificate representing such Purchaser’s Share Allocation (in such denominations as such Purchaser
may request) or shall have issued an irrevocable letter of instruction to the Transfer Agent to
issue such Purchaser’s Share Allocation.




          (v) Opinion of Counsel.  The Purchaser shall have received an opinion of counsel to
the Company in the form of Exhibit B hereto and dated as of the Closing Date.




          (vi) Officer’s Certificate.  On the Closing Date, the Company shall have delivered to
the Purchaser a certificate signed by an executive officer on behalf of the Company, dated as of
the Closing Date, to the effect set forth in Section 7(c)(i) and (ii).




          (vii) Registration Rights Agreement.  The Registration Rights Agreement, dated as of
the Closing Date, shall have been duly executed and delivered to the Purchaser by the Company.




     8. Termination.



16









 





     (a) This Agreement may be terminated at any time prior to the Closing as follows:



          (i) by mutual written consent of the Company and Purchasers that are committed to purchase
(excluding any Purchaser that has defaulted in its purchase obligations under this Agreement) 75%
of the Shares;




          (ii) automatically upon termination of the Merger Agreement or if the Closing of the
transactions contemplated hereby shall have not been consummated on or before August 30, 2009;




          (iii) by the Company or any Purchaser if there shall be any Law in effect that makes
consummation of the transactions contemplated by this Agreement illegal or if consummation of the
transactions contemplated hereby would violate any nonappealable final Order of any Governmental
Authority of competent jurisdiction;




          (iv) by the Company if any condition to the Company’s obligations hereunder becomes incapable
of fulfillment; or




          (v) by any Purchaser if any condition to such Purchaser’s obligations hereunder becomes
incapable of fulfillment.




     (b) Notwithstanding Sections 8(a)(iv) and (v), a party who is or whose
affiliate is in material breach of or has failed to observe or perform any of its obligations or
representations and warranties hereunder and such failure is a cause of such conditions to be
incapable of fulfillment shall not have the right to terminate this Agreement pursuant to
Sections 8(a)(iv) through (v).



     (c) The termination of this Agreement shall be effectuated by the delivery of written notice
of such termination by the party terminating this Agreement to each other party, except for a
termination pursuant to Section 8(a)(ii) upon a termination of the Merger Agreement, which
shall be effective immediately upon termination of the Merger Agreement. If this Agreement
terminates, it shall have no further force or effect, except as provided in Section 8(d).



     (d) If this Agreement is terminated in accordance with Section 8(a) and the
transactions contemplated hereby are not consummated, this Agreement shall be of no further force
and effect, without any liability on the part of any party hereto, except for this Section
8(d) and Section 9, which shall survive termination of this Agreement. Nothing herein
shall relieve any party to this Agreement of liability for a knowing and willful breach of any
representation, warranty, agreement, covenant or other provision of this Agreement prior to the
date of termination.



     9. Miscellaneous.



     (a) No Obligation to Consummate Merger. Each of the Purchasers hereby acknowledges
and agrees that notwithstanding anything contained in this Agreement, the Company shall have no
obligation under this Agreement to consummate the Merger or take any actions in connection
therewith. Each of the Purchasers further acknowledges and agrees that the Company shall have no
liability or other obligation to any Purchaser whatsoever in the event that this



17









 







Agreement is terminated as a result of the termination of the Merger Agreement for any reason, or
other failure to consummate the Merger.



     (b) No Obligation/Ability to Bring Action. Unless (i) the Company and Galil mutually
agree that all conditions in Section 6.1 of the Merger Agreement (except for such conditions as
may, by their terms, only be satisfied at the Closing or on the Closing Date and except for
Section 6.1(o)), in Section 6.2 of the Merger Agreement (except for such conditions as may,
by their terms, only be satisfied at the Closing or on the Closing Date) and in Section 6.3 of the
Merger Agreement (except for such conditions as may, by their terms, only be satisfied at the
Closing or on the Closing Date) have either been satisfied or waived by the appropriate party, (ii)
the Company believes, in good faith, that one or more Purchasers who are listed on Schedule
I has breached its obligations under Section 1(a) and 2(b) of this Agreement, and (iii) the
Non-Defaulting Purchasers or Additional Purchasers fail to purchase all of such Defaulting
Purchasers’ Defaulted Share Allocation and all other defaulting Purchasers’ Share Allocation, the
Company shall not be entitled to bring any claim, action, suit, or other judicial proceeding
against any Purchaser listed on Schedule I prior to the Closing. Notwithstanding anything
in this Agreement to the contrary, in no event shall Galil be required to bring an Action against
any Person, including any Purchaser, to cause such Person to satisfy its obligations hereunder or
seek any other remedy in connection with such Person’s failure to satisfy its obligations
hereunder. Further, notwithstanding anything in this Agreement to the contrary, the liability of
any Purchaser under this Agreement shall not exceed (x) for any Purchaser listed on Schedule
I, such Purchaser’s proportionate share (equal to such Purchaser’s Share Allocation divided by
the aggregate Share Allocations of all defaulting Purchasers listed on Schedule I (as
reasonably determined by board of directors of the Company)) of the total of the Company
Termination Fee and Parent Transaction Expenses accrued through the date of termination of the
Merger Agreement (both as defined in Section 8.5(e) of the Merger Agreement), to the extent such
fees have not been paid by Galil, and (y) for any Purchaser listed on Schedule II, such
Purchaser’s proportionate share (equal to such Purchaser’s Share Allocation divided by the
aggregate Share Allocations of all Defaulting Purchasers listed on Schedule II) of the
total of the Parent Termination Fee and Company Transaction Expenses accrued through the date of
termination of the Merger Agreement (both as defined in Section 8.5(b) of the Merger Agreement), to
the extent such fees have been paid by the Company. Payment of the amounts set forth in the
preceding sentence (“Damages”) shall be the sole and exclusive remedy of the Company against any
Purchaser arising from a breach of its pre-Closing covenants under this Agreement, including those
contained in Section 1(a) and Section 2(b) and in no event shall the Company be entitled to
specific performance or any other remedy, at law or in equity. The Company acknowledges and agrees
that its right to monetary damages in the amount of the Damages shall be in lieu of all other
remedies for a breach by any Purchaser of its pre-Closing covenants under this Agreement, including
those contained in Section 1(a) and Section 2(b).



     (c) Survival of Representations and Warranties. If the Closing occurs, the
representations, warranties, agreements and covenants contained in this Agreement and the other
Transaction Documents shall survive the Closing Date and the delivery of the Shares.



     (d) Fees and Expenses.  Except as set forth in Section 9(e), each of the
parties shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if
any, and all other



18









 







expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement and the other Transaction Documents.



     (e) Attorneys’ Fees. If any action at law or in equity (including arbitration) is
necessary to enforce or interpret the terms of this Agreement or other Transaction Documents, then
the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary
disbursements in addition to any other relief to which such party may be entitled, provided that
any such fees and expenses incurred in connection with a claim, action, suit or proceeding brought
by the Company against any Purchaser, as contemplated by Section 9(b), shall be paid solely by the
nonprevailing party or parties in such proceeding.



     (f) Notices. All notices and other communications hereunder shall be in writing and
shall be deemed duly given (i) on the date of delivery if delivered personally, or if by facsimile,
upon written confirmation of receipt by facsimile, email or otherwise (provided such delivery is
during regular business hours, and if not, then on the next Business Day), (ii) on the first
Business Day following the date of dispatch if delivered utilizing a next-day service by a
nationally recognized next-day courier or (iii) on the earlier of confirmed receipt or the fifth
Business Day following the date of mailing if delivered by registered or certified mail, return
receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set
forth below, or pursuant to such other instructions as may be designated in writing by the party to
receive such notice:




	 	(i)	 	if to the Company:
	 
	 	 	 	Endocare, Inc.

201 Technology Drive

Irvine, CA 92618

Attention: Clint B. Davis

Facsimile: (949) 450-5310

Email: cdavis@endocare.com
	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Gibson, Dunn & Crutcher LLP

3161 Michelson Drive, Suite 1200

Irvine, CA 92612

Attention: Michelle A. Hodges

Facsimile: (949) 475-4703

Email: mhodges@gibsondunn.com
	 
	 	(ii)	 	if to any Purchaser:
	 
	 	 	 	At the address of such Purchaser set forth on the signature page
hereto.





19









 





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

	 	Willkie, Farr &
Gallagher LLP 

	 	 
	 

	 	787 7th Avenue

New York, NY 10019  

	 	 
	 

	 	Attention:	 	Gordon Caplan 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Facsimile:	 	(212) 728-9266 	 	 
	 

	 	Email:	 	gcaplan@willkie.com 	 	 
	 

	 	 	 	 

	 	 






     (g) Entire Agreement. This Agreement and the Registration Rights Agreement constitute
the entire agreement between the parties with respect to the subject matter hereof, and supersede
all prior written agreements, arrangements, communications and understandings and all prior and
contemporaneous oral agreements, arrangements, communications and understandings among the parties
with respect to the subject matter hereof. No party shall be liable or bound to any other party in
any manner by any representations, warranties or covenants except as expressly set forth in this
Agreement.



     (h) No Third Party Beneficiaries.  This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person, except that the Placement Agent is
an intended third party beneficiary with respect to the representations and warranties made by
(i) the Company in Section 3 and (ii) the Purchasers in Section 4.



     (i) Amendment; Waiver. Any term of this Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively), only by an express written consent signed by the Company
and Purchasers that own, or have committed to purchase (excluding any Purchaser that has defaulted
in its purchase obligations under this Agreement), 75% of the Shares (excluding any Shares of any
Purchaser that has defaulted in its purchase obligations under this Agreement), provided,
however, that any amendment or waiver that adversely affects the rights of any Purchaser or
Purchasers in a manner that is different than the effect on the rights of the other Purchasers
shall require the express written consent of such affected adversely Purchaser or Purchasers. No
waiver by any party of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right accruing to it
thereafter.



     (j) Successors and Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns. The Company may not assign this
Agreement or any rights or obligations hereunder without the prior written consent of Purchasers
that have committed to purchase (excluding any Purchaser that has defaulted in its purchase
obligations under this Agreement), 75% of the Shares (excluding any Shares of any Purchaser that
has defaulted in its purchase obligations under this Agreement). No Purchaser may assign this
Agreement or any rights or obligations hereunder without the prior written consent of the Company
and the other Purchasers, except to an affiliate of such Purchaser who agrees to be bound by the
terms of, and executes a counterpart to, this Agreement. Any attempted assignment by a Purchaser



20









 







in violation of this Agreement shall render such Purchaser a Defaulting Purchaser under this
Agreement.



     (k) Independent Nature of Purchasers’ Obligations and Rights. The obligations of each
Purchaser under this Agreement and other Transaction Documents are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the
performance or non-performance of the obligations of any other Purchaser under this Agreement or
any Transaction Document. Nothing contained herein or in any other Transaction Document, and no
action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Agreement and other Transaction Documents. Each Purchaser
shall be entitled to independently protect and enforce its rights including, without limitation,
the rights arising out of this Agreement or out of the other Transaction Documents, and it shall
not be necessary for any other Purchaser to be joined as an additional party in any proceeding for
such purpose.



     (l) Governing Law; Arbitration. This Agreement shall be governed by and construed
under the laws of the State of Delaware without regard to any conflict of laws principles that
would require the application of the laws of any other jurisdiction. Each of the parties
irrevocably agrees that in the event of the bringing of any legal Action arising out of or relating
to this Agreement or the transactions contemplated hereby brought by any other party or its
successors or assigns, then the sole forum for resolving such dispute shall be any appropriate
State or federal court in the State of Delaware, and each of the parties hereby irrevocably submits
to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property,
generally and unconditionally, with regard to any such Action arising out of or relating to this
Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, the parties
agree that any dispute, claim or controversy arising out of or relating to this Agreement or the
breach, termination, enforcement, interpretation or validity thereof, that arises at the same time
and relates to the same or similar facts, claims or events as any one or more disputes, claims or
controversies arising out of or relating to the Merger Agreement, shall, to the extent practicable,
be combined in one arbitration proceeding under Section 9.3 of the Merger Agreement, and in such
event, the provisions of such section governing dispute resolution shall supersede any provisions
relating to such matters in this Agreement. Each of the parties further agrees that notice as
provided herein shall constitute sufficient service of process and the parties further waive any
argument that such service is insufficient.



     (m) Severability.  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
each of which shall remain in full force and effect and in lieu of such invalid or unenforceable
provision there shall be automatically added as part of this Agreement a valid and enforceable
provision as similar in terms to the invalid or unenforceable provision as possible, provided that
this Agreement as amended, (i) reflects the intent of the parties hereto, and (ii) does not change
the bargained for consideration or benefits to be received by each party hereto.



21









 





     (n) Headings.  The article, section and subsection headings in this Agreement are for
convenience only and shall not constitute a part of this Agreement for any other purpose and shall
not be deemed to limit or affect any of the provisions hereof.



     (o) Defined Terms. Terms used herein that are not defined herein shall have the
meanings set forth in the Merger Agreement.



     (p) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.



     (q) Drafting. Each party acknowledges that such party to this Agreement has been
represented by counsel in connection with this Agreement and the transactions contemplated by this
Agreement. Accordingly, any Law that would require interpretation of any claimed ambiguities in
this Agreement against the drafting party has no application and is expressly waived.



[SIGNATURE PAGES FOLLOW]





22









 








     IN WITNESS WHEREOF, the parties hereby execute and deliver this Stock Purchase Agreement as of
the date first written above.



	 	 	 	 	 
	 	ENDOCARE, INC.

 	 
	 	By:  	/s/ Michael R. Rodriguez
 	 
	 	 	Name:  	Michael R. Rodriguez 	 
	 	 	Title:  	Senior Vice President, Finance and

Chief Financial Officer 	 
	 



[Signature
Page to Stock Purchase Agreement]





 









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:                 Nov. 10, 2008
	 
	2.	 	Subscription Amount: $550,000          
	 
	3.	 	Purchase Price: $               1.00 per share
	 
	4.	 	Share Allocation:                                        





	 	 	 
	Richard B. Emmett

	 	 
	 
	 	 
	Signature of Subscriber

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	22-3848480
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	Vertical Fund II, LP
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	25 DeForest Ave
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	Summit NJ 07901
	 	 
	 	 	 
	City, State                Zip Code
	 	 
	 
	 	 





	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:	 	 
	Dated:

	 	                                        	 	 






 









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:                 Nov. 10, 2008
	 
	2.	 	Subscription Amount: $2,200,000          
	 
	3.	 	Purchase Price: $               1.00 per share
	 
	4.	 	Share Allocation:                                        





	 	 	 
	Richard B. Emmett

	 	 
	 
	 	 
	Signature of Subscriber

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	11-2953861
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	Vertical Fund I, LP
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	25 DeForest Ave
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	Summit, NJ 07901
	 	 
	 	 	 
	City, State Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:	 	 






2









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER TMP Nominee II, LLC





	1.	 	Dated:                 , 2008
	 
	2.	 	Subscription Amount: $39,283          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 
	James E. Thomas
	 	 
	 
	 	 
	Signature of Subscriber [Manager]

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	TMP Nominee II, LLC
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	 	 	 
	City, State                Zip Code
	 	 
	 
	 	 





	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






3









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER                TMP Nominee LLC





	1.	 	Dated:                 , 2008
	 
	2.	 	Subscription Amount: $78,042          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 
	James E. Thomas
	 	 
	 
	 	 
	Signature of Subscriber [Manager]

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	TMP Nominee LLC
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	 	 	 
	City, State                Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:	 	 







4









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:                 , 2008
	 
	2.	 	Subscription Amount: $13,349          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 	 	 
	By its General Partner
	 	 	 	 
	Thomas, McNerney & Partners LLC
	 	 	 	 
	 
	 	 	 	 
	James E. Thomas
	 	 	 	 
	 
	 	 	 
	Signature of Subscriber [Manager]
	 	Signature of Joint Purchaser
	(and title, if applicable)
	 	(if any)
	 
	 	 	 	 
	 
	 	 	 
	Taxpayer Identification or Social
	 	Taxpayer Identification or Social
	Security Number
	 	Security Number of Joint Purchaser (if any)
	 
	 	 	 	 
	TMP Associates II, LP
	 	 	 	 
	 	 	 	 	 
	Name (please print as name will appear
	 	 	 	 
	on stock certificate)
	 	 	 	 
	 
	 	 	 	 
	Address of principal place of business:
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	Number and Street
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	City, State                Zip Code
	 	 	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






5









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER TMP Associates, LP





	1.	 	Dated:                 , 2008
	 
	2.	 	Subscription Amount: $7,979          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 	 	 
	By its General Partner
	 	 	 	 
	Thomas, McNerney & Partners LLC
	 	 	 	 
	 
	 	 	 	 
	James E. Thomas
	 	 	 	 
	 
	 	 	 
	Signature of Subscriber [Manager]
	 	Signature of Joint Purchaser
	(and title, if applicable)
	 	(if any)
	 
	 	 	 	 
	 
	 	 	 
	Taxpayer Identification or Social
	 	Taxpayer Identification or Social
	Security Number
	 	Security Number of Joint Purchaser (if any)
	 
	 	 	 	 
	TMP Associates, LP
	 	 	 	 
	 	 	 	 	 
	Name (please print as name will appear
	 	 	 	 
	on stock certificate)
	 	 	 	 
	 
	 	 	 	 
	Address of principal place of business:
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	Number and Street
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	City, State            Zip Code
	 	 	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






6









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER Thomas, McNerney & Partners, LP





	1.	 	Dated:                 ,2008
	 
	2.	 	Subscription Amount: $2,100,039          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 
	By its General Partner

	 	 
	Thomas, McNerney & Partners LLC
	 	 
	 
	 	 
	James E. Thomas
	 	 
	 
	 	 
	Signature of Subscriber [Manager]

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	Thomas, McNerney & Partners, LP
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	263 Tresser Blvd., Suite 1600
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	Stanford, CT 06901
	 	 
	 	 	 
	City, State                 Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






7









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER Thomas, McNerney & Partners II, LP





	1.	 	Dated:                 , 2008
	 
	2.	 	Subscription Amount: $3,761,308          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 	 	 
	By its General Partner
	 	 	 	 
	Thomas, McNerney & Partners LLC
	 	 	 	 
	 
	 	 	 	 
	James E. Thomas
	 	 	 	 
	 
	 	 	 
	Signature of Subscriber [Manager]
	 	Signature of Joint Purchaser
	(and title, if applicable)
	 	(if any)
	 
	 	 	 	 
	 
	 	 	 
	Taxpayer Identification or Social
	 	Taxpayer Identification or Social
	Security Number
	 	Security Number of Joint Purchaser (if any)
	 
	 	 	 	 
	Thomas, McNerney & Partners II, LP
	 	 	 	 
	 	 	 	 	 
	Name (please print as name will appear
	 	 	 	 
	on stock certificate)
	 	 	 	 
	 
	 	 	 	 
	Address of principal place of business:
	 	 	 	 
	 
	 	 	 	 
	263 Tresser Blvd., Suite 1600
	 	 	 	 
	 	 	 	 	 
	Number and Street
	 	 	 	 
	 
	 	 	 	 
	Stanford, CT 06901
	 	 	 	 
	 	 	 	 	 
	City, State                Zip Code
	 	 	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	 

	 	Endocare, Inc.	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






8









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:                , 2008
	 
	2.	 	Subscription Amount: $550,000          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 
	[Illegible]
	 	 
	 
	 	 
	Signature of Subscriber

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	Discount Investment Corporation Ltd
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	3 Azrieli Center
	 	 
	Triangular Tower, 44th Floor
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	Tel Aviv 67023, Israel
	 	 
	 	 	 
	City, State                Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:	 	 
	 
	 	 	 	 
	Dated:

	 	                                        	 	 






9









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:            Nov. 10, 2008          
	 
	2.	 	Subscription Amount: $200,000          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 
	Berman & Co. Trading & Investments Ltd.
	 	 
	 
	 	 
	[Illegible]
	 	 
	 
	 	 
	Signature of Subscriber

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	Berman
& Co. Trading & Investments Ltd.
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	58 Stricker St.
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	Tel Aviv Israel 62003
	 	 
	 	 	 
	City, State                Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:	 	 
	 
	 	 	 	 
	Dated:

	 	                                        	 	 






10









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:                
	 
	2.	 	Subscription Amount: $700,000          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 
	RDC Rafael Development Corporation Ltd.
	 	 
	 
	 	 
	[Illegible]
	 	 
	 
	 	 
	Signature of Subscriber

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	RDC Rafael Development Corporation Ltd.
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	[Illegible]
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	Israel 20692
	 	 
	 	 	 
	City, State                Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:	 	 
	 
	 	 	 	 
	Dated:

	 	                                        	 	 






11









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:                
	 
	2.	 	Subscription Amount: $550,000          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 
	Elron Electronic Industries Ltd.
	 	 
	 
	 	 
	[Illegible]
	 	 
	 
	 	 
	Signature of Subscriber

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	Elron Electronic Industries Ltd.
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	3
Azrieli Center 42nd Floor, Triangular Bldg

	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	Tel Aviv Israel 67023
	 	 
	 	 	 
	City, State               Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:	 	 
	 
	 	 	 	 
	Dated:

	 	                                        	 	 






12









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:                
	 
	2.	 	Subscription Amount: $750,000          
	 
	3.	 	Purchase Price: $                
	 
	4.	 	Share Allocation:                                        





	 	 	 
	[Illegible], Managing Director
	 	 
	 
	 	 
	Signature of Subscriber

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	98-0372426
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	Investor Group L.P.
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	Canada Court, Upland Road
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	St. Peter Port, Guernsey GY1 3BQ
	 	 
	 	 	 
	City, State                Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 
	Name:

Title:	 	 
	 
	 	 	 	 
	Dated:
	 	 	 






13









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:                
	 
	2.	 	Subscription Amount: $1,750,000          
	 
	3.	 	Purchase Price: $               
	 
	4.	 	Share Allocation:                                        





	 	 	 
	[Illegible]
	 	 
	 
	 	 
	Signature of Subscriber

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	Investor Growth Capital Limited
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	Canada Court, Upland Road
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	St. Peter Port, Guernsey GY1 3BQ
	 	 
	 	 	 
	City, State                Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:	 	 
	 
	 	 	 	 
	Dated:

	 	                                        	 	 






14









 





SIGNATURE PAGE




     The Purchaser hereby subscribes for such number of Shares as shall equal the Share Allocation
as set forth below and agrees to be bound by the terms and conditions of this Agreement.



PURCHASER





	1.	 	Dated:                
	 
	2.	 	Subscription Amount: $3,000,000          
	 
	3.	 	Purchase Price: $               
	 
	4.	 	Share Allocation:                                        





	 	 	 
	Frazier Healthcare V, L.P.
	 	 
	By: FHM V, LP, Its General Partner
	 	 
	By: FHM V, LLC
	 	 
	 
	 	 
	[Illegible]
	 	 
	 
	 	 
	Signature of Subscriber

	 	Signature of Joint Purchaser
	(and title, if applicable)

	 	(if any)
	 
	 	 
	 
	 	 
	Taxpayer Identification or Social

	 	Taxpayer Identification or Social
	Security Number

	 	Security Number of Joint Purchaser (if any)
	 
	 	 
	Frazier Healthcare V, L.P.
	 	 
	 	 	 
	Name (please print as name will appear
	 	 
	on stock certificate)
	 	 
	 
	 	 
	Address of principal place of business:
	 	 
	 
	 	 
	Two Union Square, Suite 3200
	 	 
	 	 	 
	Number and Street
	 	 
	 
	 	 
	Seattle, WA 98101
	 	 
	 	 	 
	City, State               Zip Code
	 	 






	 	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	Endocare, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:	 	 
	 
	 	 	 	 
	Dated:

	 	                                        	 	 







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