SECURITIES PURCHASE AGREEMENT
THIS AGREEMENT is by and between Palomar Medical Technologies, Inc. (the "Company"), a Delaware
corporation with an office at 66 Cherry Hill Drive, Beverly, Massachusetts 01915 U.S.A., and The Travelers
Insurance Company, a Connecticut corporation (the "Purchaser").
IN CONSIDERATION of the mutual covenants contained in this Agreement and good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
SECTION 1. Authorization of Shares. The Company has authorized (a) the sale of 6,000 shares (the "Shares")
of a series of the Company's Preferred Stock, par value $.01 per share, designated "Series F Convertible
Preferred Stock" and (b) a warrant (the "Warrant" and, together with the Shares, the "Securities") to purchase
500,000 shares (the "Warrant Shares") of the Company's Common Stock, $.01 par value (the "Common
SECTION 2. Agreement to Sell and Purchase the Securities. At the Closing (as defined below, the Company
will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions
hereinafter set forth, the Securities for an aggregate purchase price of $6,000,000 (the "Purchase Price").
SECTION 3. Payment of Purchase Price. On or prior to the Closing Date, as defined below, the Purchaser will
deliver to the Company the full amount of the Purchase Price by check or wire transfer.
SECTION 4. The Closing. The consummation of the transactions contemplated by this Agreement (the
"Closing") shall occur on July --, 1996 (the "Closing Date") or at such other time as shall be agreed by the
Company and the Purchaser. At the Closing, the Company shall deliver to the Purchaser one or more certificates
for the Securities registered in the name of the Purchaser or its nominee.
SECTION 5. Representations, Warranties and Covenants of the Company. The Company hereby represents
and warrants to, and covenants with, the Purchaser as follows