exv10w11



 





Exhibit 10.11




Amendment No. 1 To




Share Purchase And Redemption Agreement




     THIS
AMENDMENT NO. 1 TO SHARE PURCHASE AND REDEMPTION AGREEMENT (the “Amendment”) is made and entered into as of March 22, 2006, by and among (i) Alma
Lasers Ltd. (formerly known as MSQ Ltd.), a corporation organized under Israeli law (the
“Company”), (ii) the shareholders of the Company named in Exhibit A attached hereto (the
“Initial Shareholders,” and each individually, an “Initial Shareholder”) (iii) Aesthetic
Acquisition B.V., an entity organized under Netherlands law (the “Buyer”), (iv) the investment
partnerships listed on the signature pages hereto under the heading
“Funds” (the “Funds”), (v) each
holder of vested options to purchase Ordinary Shares (as defined
below) of the Company (“Options”)
who has become a party to this Agreement by executing a joinder agreement in form and substance
reasonably acceptable to Buyer (“Joinder Agreement”) to become a party to this Agreement in
connection with its exercise of Options (each, an “Optionholder”), and (vi) solely for purposes of
Section 4.8 hereof, each of the Persons (as defined below) listed on the signature pages hereto
under the heading “Non-Compete Parties” (each, a “Non-Compete Party”).



     WHEREAS, the parties hereto entered into that certain Share Purchase and Redemption
Agreement, dated February 15, 2006 (the “Purchase Agreement”); and



     WHEREAS, the parties hereto wish to amend the Purchase Agreement as provided herein.



     NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:


1. Section 1.3 of the Purchase Agreement is hereby deleted in its entirety and replaced with the
following:




     “1.3 Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions
herein, and in reliance on the representations and warranties made by the Company and the
Shareholders, respectively, herein, the Buyer hereby agrees to purchase from the Shareholders, and
each of the Shareholders hereby agrees to sell to the Buyer, the number of Series A-l Preferred
Shares set forth opposite the name of each such Shareholder on Exhibit B hereto (subject
to adjustment, if at all, pursuant to Section 1.2(b)), or an aggregate of 377,172,000 Purchased
Shares, free and clear of any and all liens, claims, options, charges, pledges, security
interests, deeds of trust, voting agreements, voting trusts, encumbrances, rights or restrictions
of any nature (“Claims”), in each case for the purchase price set forth opposite such
Shareholder’s name on Exhibit B attached hereto (subject to adjustment, if at all,
pursuant to Section 1.2(b)) under the heading “Cross Purchase”, or an aggregate purchase price of
$55,000,478, such amounts to be subject to (i) adjustment as set forth in Section 1.9 below, (ii)
the Shareholders’ escrow obligations pursuant to Section 1.8 below, (iii) reduction by the amount
deposited into trust pursuant to Sections 1.5A and 1.5B, as applicable, below, and (iv) in the
case


 









 




of the 102 Optionholders (as defined below), reduction by the amount deposited into trust
pursuant to Section 1.5 below. At the Closing, each Shareholder shall deliver to the Buyer a share
transfer deed substantially in the form attached hereto as Exhibit F (each, a “Share
Transfer Deed”) evidencing its transfer of the Purchased Shares sold thereby to the Buyer pursuant
to this Section 1.3”



2. Section 1.5 of the Purchase Agreement is hereby deleted in its entirety and replaced with
the following:



     “1.5 Optionholder Trust. Prior to the Closing, the Company and the Employees Remuneration
Trust Company (the “Trustee”), as trustee, will establish a trust for the benefit of the
Optionholders who have executed Joinder Agreements and are classified as 102 Optionholders on
Exhibit B (each, a “102 Optionholder”), in accordance with the requirement set by the
Israeli Tax Authority (the “Optionholder Trust”). At the Closing, the Buyer and the Company will
deposit in the Optionholder Trust for the benefit of each 102 Optionholder the amount set forth on
Exhibit B attached hereto (subject to adjustment, if at all, pursuant to Section 1.2(b))
under the heading “Optionholder Trust” opposite its name, representing the aggregate consideration
to be received by such 102 Optionholder at the Closing in respect of the shares of share capital
issuable upon exercise of the Options purchased by the Buyer or the Company, including any payment
made with respect to vested unexercised option and any cash dividend, in accordance with the terms
and conditions hereof. At any time after the Closing, if any payment is to be made pursuant to
Section 1.9, or any amount is to be released from escrow by the Escrow Agent pursuant to the Escrow
Agreement, to a 102 Optionholder, the Company, the Buyer and the Escrow Agent (as applicable
depending on the party making such payment or entitled to direct to release of any such amount),
shall deposit such amount in the Optionholder Trust for the benefit of such 102 Optionholder. Any
deposit into the Optionholder Trust to be made on behalf of an Optionholder shall be made by wire
transfer in accordance with the wire instructions set forth on Schedule 1.5 attached
hereto.”



3. The Purchase Agreement is hereby amended by adding new Sections 1.5A and 1.5B
thereto such that such Sections 1.5A and 1.5B read as follows:




     “1.5A Foreign Shareholders Trust. Prior to the Closing, the Shareholders who are classified as
Foreign Shareholders on Exhibit B (the “Foreign Shareholders”) and Kleinhendler & Halevy
Trustees Ltd. (the “Foreign Shareholders’ Trustee”), as trustee, will establish a trust for the
benefit of such Foreign Shareholders in accordance with the instructions set by the Israeli Tax
Authority (the “Foreign Shareholder Trust”). At the Closing, the Buyer and the Company will deposit
in the Foreign Shareholder Trust for the benefit of each Foreign Shareholder, 30% of the
consideration to be received by such Foreign Shareholder from the Buyer and the Company at the
Closing in accordance with the terms and conditions hereof. At any time after the Closing, if any
payment is to be made pursuant to Section 1.9, or any amount is to be released from escrow by the
Escrow Agent pursuant to the Escrow Agreement, to a Foreign Shareholder, the Company, the Buyer and
the Escrow Agent (as applicable depending on the party making such payment or entitled to direct to
release of any such amount), shall deposit, 100% of such amount in the Foreign Shareholder Trust
for the benefit of such Foreign Shareholder. Any deposit into the Foreign Shareholder Trust to be
made on behalf of a Foreign Shareholder shall be made by wire transfer in accordance with the wire
instructions set forth on Schedule 1.5 attached hereto.



2









 





     “1.5B Israeli Shareholders Trust. Prior to the Closing, the Shareholders who are classified
as Israeli Shareholders on Exhibit B (each, an “Israeli Shareholder”) and Kleinhendler &
Halevy Trustees Ltd. (the “Israeli Shareholders’ Trustee”), as trustee, will establish a trust,
for the benefit of such Israeli Shareholders in accordance with the instructions set by the
Israeli Tax Authority (the “Israeli Shareholder Trust”). At the Closing, the Buyer and the Company
will deposit in the Israeli Shareholder Trust for the benefit of each Israeli Shareholder, 50% of
the consideration to be received by such Israeli Shareholder from the Buyer and the Company at the
Closing in accordance with the terms and conditions hereof. At the Closing, the Company will
deposit in the Israeli Shareholder Trust for the benefit of each Israeli Shareholder 50% of the
amount of Pre-Closing Dividends payable to such Israeli Shareholder in respect of vested but
unexercised options as set forth on Exhibit B opposite such Israeli Shareholder’s name. At
any time after the Closing, if any payment is to be made pursuant to Section 1.9, or any amount is
to be released from escrow by the Escrow Agent pursuant to the Escrow Agreement, to an Israeli
Shareholder, the Company, the Buyer and the Escrow Agent (as applicable depending on the party
making such payment or entitled to direct to release of any such amount), shall deposit, 100% of
such amount in the Israeli Shareholder Trust for the benefit of such Israeli Shareholder. Any
deposit into the Israeli Shareholder Trust to be made on behalf of an Israeli Shareholder shall be
made by wire transfer in accordance with the wire instructions set forth on Schedule 1.5
attached hereto.”


4. Section 1.9 of the Purchase Agreement is hereby deleted in its entirety, and replaced
with the following:




     “1.9 Contingent Payment.




     (a) In addition to the payments to the Shareholders otherwise set forth
in this Agreement, the Shareholders shall be entitled to additional payments pursuant to the
following terms and conditions and in the following amounts (any such payment, a “Contingent Payment”):




     (i) Subject to the first sentence of Section 1.9(c), for every one dollar ($1.00) by
which the Company’s consolidated aggregate revenues for the fiscal year ended December 31,
2006 as set forth in the Company’s audited financial statements for the year then ended
(the “2006 Revenues”) exceed $40,350,000 (the “2006 Revenue Threshold”), if at all, each
Shareholder shall be entitled to be paid an amount, subject to withholding obligation, if
any, set forth in Section 1.9(b)(i) or (ii), as applicable, equal to (each a “Revenue
Contingent Payment”) the product of (x) $0.8401487, and (y) the percentage set forth on
Exhibit B attached hereto (subject to adjustment, if at all, pursuant to Section
1.2(b)) opposite such Shareholder’s name (each such percentage, a “Pro Rata Percentage”);
provided, however, that the aggregate amount of Revenue Contingent Payments
payable to the Shareholders under this Section 1.9(a)(i) (without giving effect to any
adjustment or increase pursuant to the first sentence of Section 1.9(c)) shall not exceed
$11,300,000.




     (ii) Subject to the first sentence of Section 1.9(c), for every one dollar ($1.00) by
which the Company’s consolidated aggregate operating profits for the fiscal year ended
December 31, 2006 as set forth in the Company’s audited financial statements



3









 






for the year then ended (the “2006 Operating Profits”) exceed $15,825,000 (the “2006
Operating Profits Threshold”), if at all, each Shareholder shall be entitled to be paid an
amount, subject to withholding obligation, if any, set forth in Section 1.9(b)(i) or (ii),
as applicable, equal to (each a “Profits Contingent Payment”) the product of (x)
$1.5436696, and (y) such Shareholder’s Pro Rata Percentage; provided,
however, that the aggregate amount of Profits Contingent Payments payable to the
Shareholders under this Section 1.9(a)(ii) (without giving effect to any adjustment or
increase pursuant to the first sentence of Section 1.9(c)) shall not exceed $5,700,000.




     (iii) Notwithstanding anything in this Agreement to the contrary, in the event of a breach by
any Shareholder of any non-competition, non-solicitation or confidentiality obligations to the
Company, including, without limitation pursuant to Section 4.8 or pursuant to any Employee
Agreement (as defined below), no Contingent Payment shall be due or payable to such Shareholder
pursuant to Sections 1.9(a)(i) or (ii); provided, however, that the Company and the Buyer
shall have given such Shareholder written notice of their intentions not to make such payments
under Section 1.9(b) at least ten (10) days prior to the date such payment is due; provided
further, that the number of days of such notice shall be reduced in the event that, and to the
extent that, such breach occurs less than ten (10) days prior to the date such payment is due.




     (iv) The Company’s 2006 Operating Profits and 2006 Revenues shall be calculated, by the
Company (subject to approval by the Board of Directors) on or prior to June 30, 2007, based on the
Company’s audited financial statements for the fiscal year ended December 31, 2006 prepared in a
manner consistent with the Company’s past practice but excluding, for the purposes of such
calculations, the effects of (or any impairments, write-offs, expenses or costs made directly in
connection with) (i) any one time or other extraordinary events occurring outside the Company’s
ordinary course of business (but including any one-time bona fide, arms-length sales of any
Products to the Company’s or its Subsidiaries’ customers), (ii) the transactions contemplated
hereby, (iii) the grants of options to purchase Ordinary Shares under the Share Option Plans, (iv)
the Company’s acquisition of Alma Lasers, Inc. (but including the effects of the operations of
Alma Lasers, Inc. as a wholly-owned subsidiary of the Company) and/or (v) any expenditures in
excess of the Company’s Budget for 2006 attached hereto as Exhibit 1.9(a) resulting from
or following (A) a change of the senior management of the Company or its U.S. Subsidiary, and/or
(B) the directions or instructions of the Board of Directors or the Buyer, including, but not
limited to, any excess resulting from any (I) severance payments, (II) deviation from the
Company’s marketing and sales plan for 2006, and/or (III) the adoption of a new budget, in each
case made in connection to such change of management event or directions or instructions. For
purposes of calculating any Contingent Payment due hereunder, the 2006 Revenue Threshold, the 2006
Operating Profits Threshold and the figures set forth in clause (x) of each of Sections 1.9(a)(i)
and (ii) above shall be appropriately adjusted in connection with any spin-off transaction,
merger, consolidation, other business combination or divestiture transaction or any other
acquisition, sale or divestiture of any material line of business consummated in the fiscal year
ended December 31, 2006.



4









 






     (b) In the event that any Contingent Payments are payable to the
Shareholders pursuant to Section 1.9(a), such payments shall be made by the Buyer and the
Company in accordance with the following:




     (i) The Company shall pay to each Shareholder (but in each case subject to any
obligations to deposit funds into trust on behalf thereof pursuant to Sections 1.5, 1.5A
and/or 1.5B above) the aggregate amount of all Contingent Payments due to such Shareholder
pursuant to Section 1.9(a); provided, however, that the amount payable by the
Company to all Shareholders pursuant to this Section 1.9(b)(i) (without giving effect to
any adjustment or increase pursuant to the first sentence of Section 1.9(c)) shall not
exceed $10,000,000 in the aggregate.




     (ii) In the event that the aggregate Contingent Payments payable to the Shareholders
pursuant to Section 1.9(a) exceed $10,000,000, the Buyer shall pay to the Shareholders the
excess of the aggregate amount of such Contingent Payments over $10,000,000, with each
Shareholder being paid an amount equal to the product of (x) such excess, and (y) such
Shareholder’s Pro Rata Percentage (but in each case subject to any obligations to deposit
funds into trust on behalf thereof pursuant to Sections 1.5, 1.5A and/or 1.5B above);
provided, however, that the amount payable by the Buyer to all Persons
pursuant to this Section 1.9(b)(ii) (without giving effect to any adjustment or increase
pursuant to the first sentence of Section 1.9(c)) shall not exceed $7,000,000 in the
aggregate. The Funds hereby, jointly and severally, guarantee the Buyer’s obligations (if
any) to make payments pursuant to this Section 1.9(b)(ii).




     (c) Each Contingent Payment shall be deemed to bear interest at an annual rate of 6.16%,
with such interest commencing to accrue on the Closing Date and accruing until the date which
is two (2) business days prior to the date such Contingent Payment is actually made. The
amount of any Contingent Payment payable pursuant to Section 1.9(a) (together with interest
thereon in accordance with this Section 1.9(b)) shall be paid by Buyer and the Company within
sixty (60) days of the completion of an audit by the Company’s independent auditors at such
time of the Company’s financial statements for the fiscal year ended December 31, 2006.




     (d) Any amounts paid by Buyer to any Shareholder pursuant to this Section 1.9 shall
constitute an increase to the purchase price paid by Buyer in respect of the Purchased
Shares. Any amounts paid by the Company to any Shareholder pursuant to this Section 1.9 shall
constitute an increase to the Redemption Price paid by the Company in respect of the Redeemed
Shares.”


5. Exhibit B to the Purchase Agreement is hereby amended and restated in its entirety to read as
set forth in Exhibit B attached hereto.



6. Section 4.8(a) of the Purchase Agreement is hereby deleted in its entirety and replaced with the
following:




     “(a) Non Competition. From and after the Closing and until (i) in the case of
any Non-Compete Party, any Shareholder or Optionholder constituting an Affiliate of any of



5









 






them, and any other Shareholder or Optionholder entitled to payments totaling (together with
its Affiliates and without deducting any amounts subject to escrow pursuant to Section 1.8
or to be deposited in trust pursuant to Section 1.5) $10,000,000 or more pursuant to
Sections 1.3 and 1.4, the fifth (5th) anniversary thereof, and (ii) in the case of any
Shareholder or Optionholder not described in clause (i) who is entitled to payments totaling
(together with its Affiliates and without deducting any amounts subject to escrow pursuant
to Section 1.8 or to be deposited in trust pursuant to Section 1.5) $1,000,000 or more
pursuant to Sections 1.3 and 1.4, the third (3rd) anniversary thereof (each, a “Restricted
Period” and each Shareholder or other Person described in clauses (i) or (ii) of this Section
4.8(a), a “Restricted Shareholder”), without the prior written consent of Buyer, no
Restricted Shareholder, nor any of its successors or assigns, shall, for any reason, whether
directly or indirectly, through any Subsidiary, Affiliate or otherwise, as shareholder,
member, manager, partner, employee, consultant, director or otherwise, engage, participate,
or invest (except as a holder of not more than 2.5% of the voting power of a publicly traded
company) in any business that engages or participates, in any activity anywhere in the world
(“Restricted Activity”) that involves (i) any products, or the performance of any services,
that are directly competitive with the products offered by the Business (or any components
thereof), or (ii) any medical devices (or any components thereof) in the field aesthetic
medicine; provided, however, that with respect to the Company’s industrial
laser Products described in clause (i) above the restrictive period shall be two (2) years
following the date hereof (any such business, a “Competing Business”). For avoidance of any
doubt, Restricted Shareholders shall not be limited or restricted by this Section 4.8(a)
from conducting at any time any Restricted Activity with respect to industrial laser
products which are not directly competitive with the products offered by the Business.”


7. Section 5.2(h) of the Purchase Agreement is hereby deleted in its entirety and replaced

with the following:




               “(h) The Company’s agreement, dated March 15, 2005, with William Blair & Company, L.L.C and
Poalim Capital Markets Ltd. (the “William Blair Agreement”) shall have been supplemented such that
the Company shall have no further obligations to pay any Transaction Fee (as defined thereunder)
(other than an obligations to make a payment for fees due as a result of the transaction
hereunder), which supplement shall be in a manner satisfactory to Buyer;”


8. Section 5.3(d) of the Purchase Agreement is hereby deleted in its entirety and replaced
with the following:




                    “(d) the Buyer shall have delivered, or shall have caused to be delivered, to the Company and
Shareholders, all in form and substance satisfactory to the Company and Shareholders, the
following:




          (i) A wire transfer of immediately available funds by the Buyer to (A) the Israeli
Shareholders in respect of 50% of the purchase price for the Purchased Shares to be paid to
the Israeli Shareholders at the Closing and in accordance with the wire transfer
instructions set forth opposite each such Israeli Shareholder’s name on Exhibit B, in the aggregate amount of $11,755,327.03, (B) the Israeli Shareholder Trust on behalf
of



6









 






the Israeli Shareholders (in accordance with Section 1.5B), in respect of 50% of the
purchase price for the Purchased Shares to be paid to the Israeli Shareholders at the
Closing, in the aggregate amount of $11,755,327.03 (C) the Foreign Shareholders in respect
of 70% of the purchase price for the Purchased Shares to be paid to the Foreign
Shareholders at the Closing and in accordance with the wire transfer instructions set forth
opposite each such Foreign Shareholder’s name on Exhibit B, in the aggregate amount
of $12,324,759.50; (D) the Foreign Shareholder Trust on behalf of the Foreign Shareholders
(in accordance with Section 1.5A), in respect of 30% of the purchase price for the
Purchased Shares to be paid to the Foreign Shareholders at the Closing, in the aggregate
amount of $5,282,039.80, (E) the Optionholders Trust on behalf of the 102 Optionholders (in
accordance with Section 1.5), in the aggregate amount of $383,024.93, and (F) to the Escrow
Agent on behalf of the Shareholders in connection with their escrow obligations pursuant to
Section 1.8 in the aggregate amount of $13,500,000;




          (ii) The Shareholders Agreement executed by the Buyer; and




          (iii) In the case of the obligations of the Shareholders to consummate the Closing, a wire
transfer of immediately available funds by the Company to (A) the Israeli Shareholders in respect
of 50% of the purchase price for the Redeemed Shares being repurchased from the Israeli
Shareholders at the Closing in accordance with the wire transfer instructions set forth opposite
each such Israeli Shareholder name on Exhibit B, in the aggregate amount of $7,607,385.38,
(B) the Israeli Shareholder Trust on behalf of the Israeli Shareholders (in accordance with
Section 1.5B) in respect of 50% of the purchase price for the Redeemed Shares being repurchased
from the Israeli Shareholders at the Closing, in the aggregate amount of $7,607,385.38, (C) the
Foreign Shareholders in respect of 70% of the purchase price for the Redeemed Shares being
repurchased from the Foreign Shareholders at the Closing in accordance with the wire transfer
instructions set forth opposite each such Foreign Shareholder name on Exhibit B, in the
aggregate amount of $7,976,038.06, (D) the Foreign Shareholder Trust on behalf of the Foreign
Shareholders (in accordance with Section 1.5A) in respect of 30% of the purchase price for the
Redeemed Shares being repurchased from the Foreign Shareholders at the Closing, in the aggregate
amount of $3,418,302.03, (E) the Optionholders Trust on behalf of the 102 Optionholders (in
accordance with Section 1.5) in respect to the purchase price for the Redeemed Shares being
repurchased from the 102 Optionholders at the Closing and the Pre-Closing Dividends being made by
the Company thereto, in each case net of the applicable exercise price of the Options, and in each
case in accordance with the wire transfer instructions set forth opposite each such 102
Optionholders name on Exhibit B, in the aggregate amount of $299,107.48, and (F) the
Israeli Shareholders and Foreign Shareholders in respect of the Pre-Closing Dividends made in
respect of outstanding shares of share capital of the Company (including those issued upon
exercise of Options) in accordance with the wire transfer instructions set forth opposite each
such Israeli Shareholder’s or Foreign Shareholder’s name on Exhibit B, and in each case
net of any applicable withholding tax obligation as set forth opposite each such Israeli
Shareholder’s or Foreign Shareholder’s name on Exhibit B, in the aggregate amount of
$6,404,128.32, (G) the Israeli Shareholders in respect of 50% of the Pre-Closing Dividends made in
respect of vested but unexercised options in accordance with the wire transfer instructions set
forth opposite each such Israeli Shareholder’s name



7









 






on Exhibit B, in the aggregate amount of $48,047.45, and (H) the Israeli Shareholder
Trust on behalf of the Israeli Shareholders (in accordance with Section 1.5B) in respect of 50% of
the Pre-Closing Dividends made in respect of vested but unexercised options, in the aggregate
amount of $48,047.45”


9. The 4th paragraph of Section 2.2 of the Disclosure Schedule, as stated below, is
hereby
deleted in its entirety.




     “The October 13, 2003 lease agreement between the U.S. Subsidiary and its landlord, 6555
Business Park Ltd., requires that notice of change of control be provided to the landlord.”


10. At the end of Section 2.4 and 2A of the Disclosure Schedule, the following is hereby

added:




     “Global Healthcare Services holds shares as nominee for Hillel Bachrach and Ilan Bachrach.”


11. At the end of Section 2.8 of the Disclosure Schedule, the following is hereby added:




     “On March 9, 2006 the Company received a letter from the FDA in connection with the Company’s
ACCENT product in which the FDA informed the Company that that it was unable to review the
Company’s 510(k) application and that clinical data to substantiate the Company’s proposed device
performance is required.”


12. After the words “No response has been received from Thermage” on Schedule 2.15 of the
Disclosure Schedule, the following is hereby added:




     “except that, on February 14, 2006, Thermage sent the Company and the Subsidiary an
additional letter in which Thermage claimed, inter alia, that to the extent the Company operated
outside the safe harbor provisions of 35 U.S.C. sec. 271(e)(1) it was likely that the Company’s
Accent product would infringe several Thermage patents and that one of the Thermage patents may be
relevant to other products of the Company that utilize active cooling. Thermage stated that it was
interested in discussing appropriate licensing opportunities with the Company”


13. Section 2.20 of the Disclosure Schedule is hereby deleted in its entirety and replaced with the following:




     “In connection with the Agreement, the Company is required to pay William Blair & Company a
Transaction Fee, as defined thereunder, not greater than US$2,598,858.93 under the March 15, 2005
Engagement Letter Agreement and Indemnification Letter with William Blair and Company, L.L.C., as
amended.



     In addition, the Company will have legal and accounting fees in connection with the
transactions contemplated by this Agreement.”


14. The Purchase Agreement is hereby amended by adding a new Schedule 1.5, to read as set

forth in Schedule 1.5 attached hereto.




8









 







15. The parties hereto hereby confirm, acknowledge and agree that for purposes of the Purchase
Agreement, the execution and delivery by any Non-Compete Party or Optionholder of a counterpart
signature page to the Purchase Agreement shall constitute a Joinder Agreement (for purposes of the
Purchase Agreement) and that each Non-Compete Party and/or Optionholder executing such a
counterpart signature page is a party to, and bound by the terms of, the Purchase Agreement by its
execution of such a counterpart signature Page.



16. As amended herein, the Purchase Agreement is hereby ratified, confirmed and approved in all
respects.



17. This Amendment shall be governed by the laws of the Commonwealth of Massachusetts, without
regard to its conflict of laws principles and Sections 8.3, 8.7, 8.8 and 8.9 of the Purchase
Agreement shall apply to this Amendment as though this Amendment were a part of the Purchase
Agreement.



18. This Amendment may be executed in any number of counterparts, each of which when so executed
and delivered shall be taken to be an original but such counterparts shall together constitute one
and the same document.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





9









 







     IN WITNESS WHEREOF, the parties have executed this Amendment or have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as of the day year
first above written.



	 	 	 	 	 
	 	THE COMPANY:



ALMA LASER LTD

 	 
	 	By:  	/s/ Ziv Karni
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	/s/ Ziv Karni
 

Dr. Ziv Karni

	 	/s/ Yoav Avni
 

Yoav Avni
	 	 
	 
	 	 	 	 
	/s/ Nadav Bayer
 

Nadav Bayer

	 	/s/ Evgeni Koudritski
 

Evgeni Koudritski
	 	 
	 
	 	 	 	 
	/s/ HB
 

Global Healthcare Services

	 	/s/ [ILLEGIBLE]
Lahav, Litback, Abadi, Adv.


	 	 
	 
	 	 	 	 
	By

	 	By	 	 
	 
	 	 	 	 
	title

	 	title Partner	 	 
	 
	 	 	 	 
	/s/ [ILLEGIBLE]
 

Oxford Investment Overseas Corp.

	 	/s/ HB
 

Aritonio Saclemente garcia
	 	 
	 
	 	 	 	 
	By  Amit Wjuniski
	 	 	 	 
	 
	 	 	 	 
	title
	 	 	 	 






[Signature Page to Amendment No 1 to Share Purchase and Redemption Agreement]





















 












 








	 	 	 
	/s/ Mauro Wjuniski

	 	/s/ HB
	 

	 	 
	Damsi Investment, LLC

	 	Myriam Patricia Vinasco
	 
	 	 
	by
	 	 
	 
	 	 
	title
	 	 
	 
	 	 
	/s/ Yariv Matzliach

	 	/s/ Mauro Wjuniski
	 

	 	 
	Yariv Matzliach

	 	Mauro Wjuniski
	 
	 	 
	/s/ Yaron Suher

	 	/s/ Aria Orenstein
	 

	 	 
	Yaron Suher

	 	Aria Orenstein
	 
	 	 
	/s/ Miruslave Lifshltz

	 	/s/ Noga Karni
	 

	 	 
	Miruslave Lifshltz

	 	Noga Karni
	 
	 	 
	/s/ Vladislav Rabinski

	 	/s/ Yishak Tabib
	 

	 	 
	Vladislav Rabinski

	 	Yishak Tabib
	 
	 	 
	/s/ Alex Bartiva

	 	/s/ Andre Navler
	 

	 	 
	Alex Bartiva

	 	Andre Navler
	 
	 	 
	/s/ Merav Havhial

	 	/s/ Yair Ben-Ari
	 

	 	 
	Merav Havhial

	 	Yair Ben-Ari
	 
	 	 
	/s/ Max Shamis

	 	/s/ Pavel Yaprimov
	 

	 	 
	Max Shamis

	 	Pavel Yaprimov
	 
	 	 
	/s/ Stanislav Vinbaum

	 	/s/ Adward Bazerbie
	 

	 	 
	Stanislav Vinbaum

	 	Adward Bazerbie
	 
	 	 
	/s/ Ithay Meir

	 	/s/ Irit Moses
	 

	 	 
	Ithay Meir

	 	Irit Moses
	 
	 	 
	/s/ Yossi Lebzetler

	 	/s/ Sirnoni Akerman
	 

	 	 
	Yossi Lebzetler

	 	Sirnoni Akerman






[Signature Page to Amendment Stock Purchase and Redemption Agreement]




 









 








	 	 	 	 	 
	 	BUYER:





AESTHETIC ACQUISITION, B.V.

 	 
	 	By:  	/s/ Ajit Nedungadi
 	 
	 	 	Name:  	Ajit Nedungadi 	 
	 	 	 	 
	 
	 	and

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



[Signature Page to Amendment Stock Purchase and Redemption Agreement]



 









 








	 	 	 	 	 
	 	BUYER:





AESTHETIC ACQUISITION, B.V.

 	 
	 	By:  	/s/ J.J. van Ginkel
 	 
	 	 	Name:  	J.J. van Ginkel 	 
	 	 	 	 
	 
	 	and

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



[Signature Page to Amendment Stock Purchase and Redemption Agreement]




 









 








	 	 	 
	 

	 	FUNDS:
	 
	 

	 	TA IX L.P.
	 

	 	By: TA Associates IX LLC, its General

Partner
	 

	 	By: TA Associates, Inc, its Manager






	 	 	 	 	 	 	 
	 

	 	By:	/s/ Ajit Nedungadi
 
	 	 
	 

	 	Name:  
	 
Ajit Nedungadi
	 	 
	 

	 	Its:	 	 	 	 






	 	 	 
	 

	 	TA/ATLANTIC AND PACIFIC V L.P.
	 

	 	By: TA Associates AP V L.P., its General 

Partner
	 

	 	By: TA Associates, Inc., its General Partner






	 	 	 	 	 	 	 
	 

	 	By:
	/s/ Ajit Nedungadi	 	 
	 

	 	Name:  
	 

Ajit Nedungadi
	 	 
	 

	 	Its:	 	 	 	 






	 	 	 
	 

	 	TA STRATEGIC PARTNERS FUND A 

L.P.
	 

	 	By: TA Associates SPF L.P., its General 

Partner
	 

	 	By: TA Associates, Inc., its General Partner






	 	 	 	 	 	 	 
	 

	 	By:
	/s/ Ajit Nedungadi	 	 
	 

	 	Name:  
	 

Ajit Nedungadi
	 	 
	 

	 	Its:	 	 	 	 






[Signature Page to Amendment Stock Purchase and Redemption Agreement]




 









 








	 	 	 
	 

	 	TA STRATEGIC PARTNERS FUND B 

L.P.
	 

	 	By: TA Associates SPF L.P., its General

Partner
	 

	 	By: TA Associates, Inc., its General Partner






	 	 	 	 	 	 	 
	 

	 	By:
	/s/ Ajit Nedungadi	 	 
	 

	 	Name:  
	 

Ajit Nedungadi
	 	 
	 

	 	Its:	 	 	 	 






	 	 	 
	 

	 	TA INVESTORS II, L.P.
	 

	 	By: TA Associates, Inc., its General Partner






	 	 	 	 	 	 	 
	 

	 	By:
	/s/ Ajit Nedungadi	 	 
	 

	 	Name:  
	 

Ajit Nedungadi
	 	 
	 

	 	Its:	 	 	 	 






[Signature Page to Amendment Stock Purchase and Redemption Agreement]





 












 





Exhibit A




Initial Shareholders




	 	 	 
	1.

	 	Dr. Ziv Karni
	2.

	 	Damsi Investment, LLC
	3.

	 	Oxford Investment Overseas Corp.
	4.

	 	Yoav Avni
	5.

	 	Nadav Bayer
	6.

	 	Yevgeni Kodritzki
	7.

	 	Global Healthcare Services
	8.

	 	Lahav, Litbak, Abadi, Adv.
	9.

	 	Antonio Saclemente Garcia
	10.

	 	Myriam Patricia Vinasco

	11.

	 	Yariv Matzliach







 









 








EXHIBIT B



Schedule of Dividends, Redemptions and Purchases