exv10w8



 








Exhibit 10.8



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT
WITH RESPECT TO SUCH
SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.



NOTWITHSTANDING ANYTHING IN ANY SUBORDINATED NOTES DOCUMENT TO THE CONTRARY, FOR SO LONG AS THE
SENIOR INDEBTEDNESS IS OUTSTANDING, THIS AGREEMENT AND THE RIGHTS EVIDENCED HEREBY ARE SUBORDINATE
IN RIGHT OF PAYMENT TO THE LENDERS UNDER THE SENIOR LOAN DOCUMENTS. THIS NOTE IS SUBJECT TO ALL OF
THE SUBORDINATION PROVISIONS CONTAINED IN SECTION 2.14 OF THE NOTE PURCHASE AGREEMENT.




SUBORDINATED NOTE




			
	$14,703,957.84
	 	March 23, 2006






     FOR VALUE RECEIVED, ALMA LASERS LTD., a corporation organized under the laws of Israel,
(“Borrower”), HEREBY PROMISES TO PAY to the order of TA Subordinated Debt Fund, L.P. (the
“Noteholder”) the principal sum of $14,703,957.84, together with interest on the unpaid principal
amount from time to time outstanding at the rate or rates and computed and payable at the times as
described in the Note Purchase Agreement (as hereinafter defined). Payments of the principal hereof
shall be made as provided in the Note Purchase Agreement. Notwithstanding any other provision of
this note, the entire balance of principal and accrued and unpaid interest shall be paid in full on
March 23, 2011.



     This note is one of the Notes referred to in the Subordinated Note Purchase Agreement dated as
of March 23, 2006 (as the same may be amended, modified or supplemented from time to time, the
“Note Purchase Agreement”) by and among the Borrower and the Noteholders party thereto from time to
time. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in
the Note Purchase Agreement.



     Subject to, and at all times in accordance with, the provisions of the Note Purchase Agreement
(i) the Borrower shall have the right, at any time, to voluntarily prepay all or any part of the
outstanding principal amount of this note, and (ii) the Noteholder shall have the right to require
the Borrower to repurchase this note upon the occurrence of a Mandatory Repurchase Event.



     In addition to the payment of interest as provided above, the Borrower shall, on demand, pay
interest on any overdue installments of principal and, to the extent permitted by Law, on overdue
installments of interest at the rate set forth in, and in accordance with the provisions of, the
Note Purchase Agreement.



 









 





     The holder of this note is entitled to all the benefits and rights of a Noteholder under the
Note Purchase Agreement to which reference is hereby made for a statement of the terms and
conditions under which the entire unpaid balance of this note, or any portion thereof, shall become
immediately due and payable. Notwithstanding anything in this note to the contrary, the terms and
provisions of this note shall at all times be governed by and subject to all of the terms and
provisions of the Note Purchase Agreement. To the extent that there is any conflict with, or
inconsistency between, the terms and provisions of this note and the terms and provisions of the
Note Purchase Agreement, the terms and provisions of the Note Purchase Agreement shall at all times
govern and control.



     The Borrower hereby waives presentment, demand, notice, protest and other demands and notices
in connection with the delivery, acceptance or enforcement of this note.



     No delay or omission on the part of the holder of this note in exercising any right hereunder
shall operate as a waiver of such right or of any other right under this note, and a waiver, delay
or omission on any one occasion shall not be construed as a bar to or waiver of any such right on
any future occasion.



     The terms and provisions of this note are subject to the terms and provisions of the Note
Purchase Agreement, including, without limitation, its dispute resolution provisions.



[SIGNATURE PAGE FOLLOWS]




 









 








     This note shall be deemed to be under seal, and all rights and obligations hereunder shall be
governed by the laws of the State of Massachusetts (without giving effect to any conflicts of law
provisions contained therein).




	 	 	 	 	 
	 	ALMA LASERS LTD.

 	 
	 	By:  	/s/ Ziv Karni
 	 
	 	 	Name:  	Ziv Karni 	 
	 	 	Title:  	CEO 	 
	 




Alma-SDF Subordinated Note