SECURITIES PURCHASE AGREEMENT
THIS AGREEMENT is by and between Palomar Medical Technologies, Inc. (the "Company"), a Delaware
corporation with an office at 45 Hartwell Avenue, Lexington, Massachusetts 02173 U.S.A., and the purchasers
(each a "Purchaser" and, collectively, the "Purchasers") named on the purchaser signature pages hereto (the
"Purchaser Signature Pages").
IN CONSIDERATION of the mutual covenants contained in this Agreement and good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. AUTHORIZATION OF SHARES. The Company has authorized (a) the sale of up to
10,000,000 shares (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), and (b) the sale of warrants (the "Warrants" and, together with the Shares, the "Securities") to purchase
up to an aggregate of 10,000,000 shares (the "Warrant Shares") of Common Stock.
SECTION 2. AGREEMENT TO SELL AND PURCHASE THE SECURITIES. At each Closing (as defined
below), the Company will sell to each Purchaser participating in such Closing, and each such Purchaser will buy
from the Company, upon the terms and conditions hereinafter set forth, the Securities being purchased by such
Purchaser. The number of shares of Common Stock to be purchased by each Purchaser, and the number of
Warrant Shares to be purchasable under each Purchaser's Warrant, shall be determined on the basis of the total
amount payable by such Purchaser (the "Purchase Price") as set forth on such Purchaser's Purchaser Signature
Page, based on an aggregate purchase price of $1.00 for each share of Common Stock and Warrant to purchase
one share of Common Stock.
SECTION 3. PAYMENT OF PURCHASE PRICE. On or prior to each Closing Date, as defined below, each
Purchaser that is purchasing Securities on such Closing Date will deliver to the Company the full amount of the
Purchase Price payable by such Purchaser by check or wire transfer. Wire transfers should be directe