Exhibit 10.8
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT
(1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO
THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.
NOTWITHSTANDING ANYTHING IN ANY SUBORDINATED NOTES DOCUMENT TO THE
CONTRARY, FOR SO LONG AS THE SENIOR INDEBTEDNESS IS OUTSTANDING,
THIS AGREEMENT AND THE RIGHTS EVIDENCED HEREBY ARE SUBORDINATE IN
RIGHT OF PAYMENT TO THE LENDERS UNDER THE SENIOR LOAN DOCUMENTS.
THIS NOTE IS SUBJECT TO ALL OF THE SUBORDINATION PROVISIONS
CONTAINED IN SECTION 2.14 OF THE NOTE PURCHASE AGREEMENT.
SUBORDINATED NOTE
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| $14,703,957.84 |
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March 23, 2006 |
FOR VALUE RECEIVED, ALMA LASERS LTD.,
a corporation organized under the laws of Israel, (“
Borrower ”), HEREBY PROMISES TO PAY to the order of TA
Subordinated Debt Fund, L.P. (the “ Noteholder
”) the principal sum of $14,703,957.84, together with
interest on the unpaid principal amount from time to time
outstanding at the rate or rates and computed and payable at the
times as described in the Note Purchase Agreement (as hereinafter
defined). Payments of the principal hereof shall be made as
provided in the Note Purchase Agreement. Notwithstanding any other
provision of this note, the entire balance of principal and accrued
and unpaid interest shall be paid in full on March 23,
2011.
This note is one of the Notes
referred to in the Subordinated Note Purchase
