AGREEMENT AND PLAN OF MERGER by and among CYNOSURE, INC., COMMANDER ACQUISITION CORP. and PALOMAR MEDICAL TECHNOLOGIES, INC. Dated as of March 17, 2013Agreement and Plan of Merger • March 18th, 2013 • Palomar Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 17, 2013, is by and among Cynosure, Inc., a Delaware corporation (the “Buyer”), Commander Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Merger Subsidiary”), and Palomar Medical Technologies, Inc., a Delaware corporation (the “Company”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2013 • Palomar Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
This shall serve as the Third Amendment to the Employment Agreement (this “Amendment”) entered into as of this 17 day of March, 2013, between Palomar Medical Technologies, Inc., a Delaware corporation (the “Company”), and Joseph P. Caruso, an individual (the “Executive”).
COMPANY STOCKHOLDER AGREEMENTCompany Stockholder Agreement • March 18th, 2013 • Palomar Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Stockholder Agreement (this “Agreement”), dated as of March 17, 2013, is entered into by and between Cynosure, Inc., a Delaware corporation (the “Buyer”), and the undersigned stockholder (“Stockholder”) of Palomar Medical Technologies, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • March 18th, 2013 • Palomar Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
This AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is entered into as of March 17, 2013, between Palomar Medical Technologies, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company, as Rights Agent (the “Rights Agent”). Each capitalized term used herein but not otherwise defined herein shall have the meaning given to such term in the Amended and Restated Rights Agreement, dated as of October 28, 2008, between the parties hereto (the “Rights Agreement”).
