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”).
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
