PALOMAR MEDICAL TECHNOLOGIES, INC.
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent
Dated as of June 24, 1996
AGREEMENT dated as of June 24, 1996 (the "Agreement") between PALOMAR MEDICAL
TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER
& TRUST COMPANY, a New York corporation, as Warrant Agent (the "Warrant Agent").
The Company proposes to issue and deliver its warrant certificates (the "Warrant Certificates") evi dencing
warrants (the "Warrants") to purchase, under cer tain circumstances, up to an aggregate of 600,000 shares,
subject to adjustment, of its Common Stock, par value $0.01 per share ("Common Stock"), such shares of
Common Stock issuable upon exercise of the Warrants being here inafter called the "Warrant Shares", in
connection with an offering by the Company of a minimum of 10,000 units (the "Units") and a maximum of
25,000 Units, each unit consisting of SF 1,000 principal amount of the Company's 4.5% Convertible
Subordinated Debentures due 2003 (the "Debentures") and twenty-four Warrants, each such Warrant entitling
the registered owner thereof to purchase one Warrant Share at the Swiss Franc equivalent on the date of
exercise of $16.50 per share, subject to adjustment.
In consideration of the foregoing and for the purpose of defining the terms and provisions of the Warrants and the
respective rights and obligations there under of the Company and the record holders of the War rants (the
"Holders"), the Company and the Warrant Agent each hereby agree as follows:
1. CERTAIN DEFINITIONS
A. An "Affiliate" of the Company shall mean any Person directly or indirectly controlling or con trolled by or
under direct or indirect common control with the Company, as the case may be. For purposes of this definition,
"control" when used with respect to any Person means the power to direct the management and policies of such
Person, directly or indirectly, whether t