Candela Medical, Inc. [ 🌑 ] Shares of Common Stock Underwriting AgreementCandela Medical, Inc. • October 26th, 2021 • Electromedical & electrotherapeutic apparatus • New York
Candela Medical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ 🌑 ] shares (the “Underwritten Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ 🌑 ] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement is effective as of [•], 2021 (this “Agreement”) and is between Candela Medical, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer/executive of the Company (the “Indemnitee”).
CREDIT AGREEMENT Dated as of October 18, 2021 among Syneron Medical Ltd. and Candela Medical, Inc. as the Borrowers, Barclays Bank PLC, as Administrative Agent and Collateral Agent, THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO BARCLAYS BANK PLC,...Credit Agreement • October 19th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This CREDIT AGREEMENT is entered into as of October 18, 2021, by and among Syneron Medical Ltd., a company formed under the laws of the State of Israel (the “Israeli Borrower”), Candela Medical, Inc., a Delaware corporation (the “U.S. Borrower” and, together with the Israeli Borrower, the “Borrower”), Barclays Bank PLC (“Barclays”), as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”; each as hereafter further defined) and each issuing bank from time to time party hereto (collectively, the “Issuing Banks” and, individually, an “Issuing Bank”; each as hereafter further defined).
ACKNOWLEDGEMENT AGREEMENTProfits Interest Unit Award Agreement • October 19th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Acknowledgement Agreement (this “Agreement”) is made effective as of October ____, 2021, by and among SM Midco L.P., a Guernsey limited partnership (the “Partnership”), Dion GP Co. Limited, a Guernsey limited liability company and the general partner of the Partnership (the “General Partner”), Candela Medical, Inc., a Delaware corporation (the “Company”), and the management unitholder identified on the signature page (the “Signature Page”) attached hereto (“Management Unitholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement (as defined below).
ACKNOWLEDGEMENT AGREEMENTAcknowledgement Agreement • October 19th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Acknowledgement Agreement (this “Agreement”) is made effective as of October ___, 2021, by and among SM Midco L.P., a Guernsey limited partnership (the “Partnership”), Dion GP Co. Limited, a Guernsey limited liability company and the general partner of the Partnership (the “General Partner”), Candela Medical, Inc., a Delaware corporation (the “Company”), and the unitholder identified on the signature page (the “Signature Page”) attached hereto (“Unitholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Geoffrey CrouseEmployment Agreement • October 19th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) effective as of October ___, 2021 (the “Effective Date”), is being entered into by and among Candela Medical, Inc., a Delaware Corporation (the “Company”), Syneron Inc., a Delaware corporation (“Syneron Inc.”) (solely with respect to Section 1(b)), Candela Corporation, a Delaware corporation (“Candela Corporation”) (solely with respect to Section 1(b)) and Geoffrey Crouse (“Executive”).
STOCKHOLDERS’ AGREEMENT of CANDELA MEDICAL, INC. Dated as of [•], 2021Stockholders’ Agreement • October 19th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [•], 2021 by and among CANDELA MEDICAL, INC., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • October 22nd, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
In connection with and as condition of your continued employment with Syneron Medical Ltd. (the “Company”) or one of its direct or indirect subsidiaries (as applicable, the “Employer”), and in consideration of the opportunity to receive equity interests in SM Midco L.P., a Guernsey limited partnership and a parent of the Company (the “Partnership”) and your receipt of the compensation now and hereafter paid to you by the Company, you agree to the terms and conditions of this Restrictive Covenant Agreement (this “Agreement”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • October 22nd, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
In connection with and as condition of your continued employment with Syneron Medical Ltd. (the “Company”) or one of its direct or indirect subsidiaries (as applicable, the “Employer”), and in consideration of the opportunity to receive equity interests in SM Midco L.P., a Guernsey limited partnership and a parent of the Company (the “Partnership”) and your receipt of the compensation now and hereafter paid to you by the Company, you agree to the terms and conditions of this Restrictive Covenant Agreement (this “Agreement”).
DATED: 2021 SM Midco L.P. (acting through its general partner, Dion GP Co. Limited) and Candela Medical, Inc. SHARE FOR SHARE EXCHANGE AGREEMENTAgreement • October 19th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 14th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This AMENDMENT AGREEMENT (this “Amendment No. 2”), dated as of July 19, 2018, made by and among Syneron Medical Ltd, a company formed under the laws of the State of Israel (the “Israeli Borrower”), Syneron, Inc., a Delaware corporation (the “U.S. Borrower” and, together with the Israeli Borrower, the “Borrower”), Lupert Ltd, a company formed under the laws of the State of Israel (“Israeli Holdings”), ING Capital LLC (“ING”), as Administrative Agent (the “Administrative Agent”), and each lender party hereto amends the Credit Agreement, dated as of September 20, 2017, (as amended by that certain Amendment No. 1, dated as of October 8, 2017, and as further amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “ Existing Credit Agreement”) among Holdings, the Borrower, ING as Administrative Agent and Collateral Agent and each Lender from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to
WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • October 14th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This WAIVER AND AMENDMENT NO. 3 (this “Amendment No. 3”), dated as of September 24, 2019, made by and among Syneron Medical Ltd, a company formed under the laws of the State of Israel (the “Israeli Borrower”), Syneron, Inc., a Delaware corporation (the “U.S. Borrower” and, together with the Israeli Borrower, the “Borrower”), Lupert Ltd, a company formed under the laws of the State of Israel (“Lupert”) and Candela Holdings, LLC, a Delaware limited liability company (“Holdings”), ING Capital LLC (“ING”), as Administrative Agent (the “Administrative Agent”), and each lender party hereto, amends the Credit Agreement, dated as of September 20, 2017, (as amended by that certain Amendment No. 1, dated as of October 8, 2017, and that certain Amendment No. 2, dated as of July 18, 2018, and as further amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing Credit Agreement”) among Holdings, the Borrower, Lupert, ING as Administrative Agent and
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 14th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This AMENDMENT AGREEMENT (this “Amendment No. 1”), dated as of October 8, 2017, made by and among Syneron Medical Ltd, a company formed under the laws of the State of Israel (the “Israeli Borrower”), Syneron, Inc., a Delaware corporation (the “U.S. Borrower” and, together with the Israeli Borrower, the “Borrower”), Lupert Ltd, a company formed under the laws of the State of Israel (“Israeli Holdings”), ING Capital LLC (“ING”), as Administrative Agent (the “Administrative Agent”), and each lender party hereto amends the Credit Agreement, dated as of September 20, 2017, (as amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing Credit Agreement”) among Holdings, the Borrower, ING as Administrative Agent and Collateral Agent and each Lender from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.
CREDIT AGREEMENT Dated as of September 20, 2017 Among Lupert Ltd, as Holdings, Syneron Medical Ltd and Syneron, Inc. as the Borrowers, ING Capital LLC, as Administrative Agent and Collateral Agent, THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO ING...Security Agreement • October 14th, 2021 • Candela Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This CREDIT AGREEMENT is entered into as of September 20, 2017, among Syneron Medical Ltd, a company formed under the laws of the State of Israel (the “Israeli Borrower”). Syneron, Inc., a Delaware corporation (the “U.S. Borrower” and, together with the Israeli Borrower, the “Borrower”), Lupert Ltd, a private company formed under the laws of the State of Israel (“Israeli Holdings”), ING Capital LLC (“ING”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”; each as hereafter further defined).
