Amendment No. 1 To Share Purchase And Redemption Agreement

Exhibit 10.11

Amendment No. 1 To

Share Purchase And Redemption Agreement

     THIS AMENDMENT NO. 1 TO SHARE PURCHASE AND REDEMPTION AGREEMENT (the “Amendment” ) is made and entered into as of March 22, 2006, by and among (i) Alma Lasers Ltd. (formerly known as MSQ Ltd.), a corporation organized under Israeli law (the “ Company ”), (ii) the shareholders of the Company named in Exhibit A attached hereto (the “Initial Shareholders,” and each individually, an “Initial Shareholder”) (iii) Aesthetic Acquisition B.V., an entity organized under Netherlands law (the “Buyer”), (iv) the investment partnerships listed on the signature pages hereto under the heading “Funds” (the “ Funds ”), (v) each holder of vested options to purchase Ordinary Shares (as defined below) of the Company ( “Options”) who has become a party to this Agreement by executing a joinder agreement in form and substance reasonably acceptable to Buyer (“Joinder Agreement”) to become a party to this Agreement in connection with its exercise of Options (each, an “Optionholder”), and (vi) solely for purposes of Section 4.8 hereof, each of the Persons (as defined below) listed on the signature pages hereto under the heading “Non-Compete Parties” (each, a “Non-Compete Party”).

      WHEREAS, the parties hereto entered into that certain Share Purchase and Redemption Agreement, dated February 15, 2006 (the “Purchase Agreement”); and

      WHEREAS, the parties hereto wish to amend the Purchase Agreement as provided herein.

      NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1. Section 1.3 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

      “1.3 Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions herein, and in reliance on the representations and warranties made by the Company and the Shareholders, respectively, herein, the Buyer hereby agrees to purchase from the Shareholders, and each of the Shareholders hereby agrees to sell to the Buyer, the number of Series A-l Preferred Shares set forth opposite the name of each such Shareholder on Exhibit B hereto (subject to adjustment, if at all, pursuant to Section 1.2(b)), or an aggregate of 377,172,000 Purchased Shares, free and clear of any and all liens, claims, options, charges, pledges, security interests, deeds of trust, voting agreements, voting trusts, encumbrances, rights or restrictions of any nature (“Claims”), in each case for the purchase price set forth opposite such Shareholder’s name on Exhibit B attached hereto (subject to adjustment, if at all, pursuant to Section 1.2(b)) under the heading “Cross Purchase”, or an aggregate purchase price of $55,000,478, such amounts to be subject to (i) adjustment as set forth in Section 1.9 below, (ii) the Shareholders’ escrow obligations pursuant to Section 1.8 below, (iii) reduction by the amount deposited into trust pursuant to Sections 1.5A and 1.5B, as applicable, below, and (iv) in the case

of the 102 Optionholders (as defined below), reduction by the amount deposited into trust pursuant to Section 1.5 below. At the Closing, each Shareholder shall deliver to the Buyer a share transfer deed substantially in the form attached hereto as Exhibit F (each, a “Share Transfer Deed”) evidencing its transfer of the Purchased Shares sold thereby to the Buyer pursuant to this Section 1.3”

2. Section 1.5 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

     “ 1.5 Optionholder Trust . Prior to the Closing, the Company and the Employees Remuneration Trust Company (the “ Trustee ”), as trustee, will establish a trust for the benefit of the Optionholders who have executed Joinder Agreements and are classified as 102 Optionholders on Exhibit B (each, a “ 102 Optionholder ”), in accordance with the requirement set by the Israeli Tax Authority (the “ Optionholder Trust ”). At the Closing, the Buyer and the Company will deposit in the Optionholder Trust for the benefit of each 102 Optionholder the amount set forth on Exhibit B attached hereto (subject to adjustment, if at all, pursuant to Section 1.2(b)) under the heading “Optionholder Trust” opposite its name, representing the aggregate consideration to be received by such 102 Optionholder at the Closing in respect of the shares of share capital issuable upon exercise of the Options purchased by the Buyer or the Company, including any payment made with respect to vested unexercised option and any cash dividend, in accordance with the terms and conditions hereof. At any time after the Closing, if any payment is to be made pursuant to Section 1.9, or any amount is to be released from escrow by the Escrow Agent pursuant to the Escrow Agreement, to a 102 Optionholder, the Company, the Buyer and the Escrow Agent (as applicable depending on the party making such payment or entitled to direct to release of any such amount), shall deposit such amount in the Optionholder Trust for the benefit of such 102 Optionholder. Any deposit into the Optionholder Trust to be made on behalf of an Optionholder shall be made by wire transfer in accordance with the wire instructions set forth on Schedule 1.5 attached hereto.”

3. The Purchase Agreement is hereby amended by adding new Sections 1.5A and 1.5B thereto such that such Sections 1.5A and 1.5B read as follows:

     “ 1.5A Foreign Shareholders Trust . Prior to the Closing, the Shareholders who are classified as Foreign Shareholders on Exhibit B (the “ Foreign Shareholders ”) and Kleinhendler & Halevy Trustees Ltd. (the “ Foreign Shareholders’ Trustee ”), as trustee, will establish a trust for the benefit of such Foreign Shareholders in accordance with the instructions set by the Israeli Tax Authority (the “Foreign Shareholder Trust ”). At the Closing, the Buyer and the Company will deposit in the Foreign Shareholder Trust for the benefit of each Foreign Shareholder, 30% of the consideration to be received by such Foreign Shareholder from the Buyer and the Company at the Closing in accordance with the terms and conditions hereof. At any time after the Closing, if any payment is to be made pursuant to Section 1.9, or any amount is to be released from escrow by the Escrow Agent pursuant to the Escrow Agreement, to a Foreign Shareholder, the Company, the Buyer and the Escrow Agent (as applicable depending on the party making such payment or entitled to direct to release of any such amount), shall deposit, 100% of such amount in the Foreign Shareholder Trust for the benefit of such Foreign Shareholder. Any deposit into the Foreign Shareholder Trust to be made on behalf of a Foreign Shareholder shall be made by wire transfer in accordance with the wire instructions set forth on Schedule 1.5 attached hereto.

     “ 1.5B Israeli Shareholders Trust . Prior to the Closing, the Shareholders who are classified as Israeli Shareholders on Exhibit B (each, an “ Israeli Shareholder ”) and Kleinhendler & Halevy Trustees Ltd. (the “ Israeli Shareholders’ Trustee ”), as trustee, will establish a trust, for the benefit of such Israeli Shareholders in accordance with the instructions set by the Israeli Tax Authority (the “ Israeli Shareholder Trust” ). At the Closing, the Buyer and the Company will deposit in the Israeli Shareholder Trust for the benefit of each Israeli Shareholder, 50% of the consideration to be received by such Israeli Shareholder from the Buyer and the Company at the Closing in accordance with the terms and conditions hereof. At the Closing, the Company will deposit in the Israeli Shareholder Trust for the benefit of each Israeli Shareholder 50% of the amount of Pre-Closing Dividends payable to such Israeli Shareholder in respect of vested but unexercised options as set forth on Exhibit B opposite such Israeli Shareholder’s name . At any time after the Closing, if any payment is to be made pursuant to Section 1.9, or any amount is to be released from escrow by the Escrow Agent pursuant to the Escrow Agreement, to an Israeli Shareholder, the Company, the Buyer and the Escrow Agent (as applicable depending on the party making such payment or entitled to direct to release of any such amount), shall deposit, 100% of such amount in the Israeli Shareholder Trust for the benefit of such Israeli Shareholder. Any deposit into the Israeli Shareholder Trust to be made on behalf of an Israeli Shareholder shall be made by wire transfer in accordance with the wire instructions set forth on Schedule 1.5 attached hereto.”

4. Section 1.9 of the Purchase Agreement is hereby deleted in its entirety, and replaced with the following:

      “1.9 Contingent Payment.

     (a) In addition to the payments to the Shareholders otherwise set forth in this Agreement, the Shareholders shall be entitled to additional payments pursuant to the following terms and conditions and in the following amounts (any such payment, a “ Contingent Payment ”):

     (i) Subject to the first sentence of Section 1.9(c), for every one dollar ($1.00) by which the Company’s consolidated aggregate revenues for the fiscal year ended December 31, 2006 as set forth in the Company’s audited financial statements for the year then ended (the “ 2006 Revenues ”) exceed $40,350,000 (the “ 2006 Revenue Threshold ”), if at all, each Shareholder shall be entitled to be paid an amount, subject to withholding obligation, if any, set forth in Section 1.9(b)(i) or (ii), as applicable, equal to (each a “ Revenue Contingent Payment” ) the product of (x) $0.8401487, and (y) the percentage set forth on Exhibit B attached hereto (subject to adjustment, if at all, pursuant to Section 1.2(b)) opposite such Shareholder’s name (each such percentage, a “ Pro Rata Percentage ”); provided , however , that the aggregate amount of Revenue Contingent Payments payable to the Shareholders under this Section 1.9(a)(i) (without giving effect to any adjustment or increase pursuant to the first sentence of Section 1.9(c)) shall not exceed $11,300,000.

     (ii) Subject to the first sentence of Section 1.9(c), for every one dollar ($1.00) by which the Company’s consolidated aggregate operating profits for the fiscal year ended December 31, 2006 as set forth in the Company’s audited financial statements

for the year then ended (the “2006 Operating Profits”) exceed $15,825,000 (the “2006 Operating Profits Threshold”), if at all, each Shareholder shall be entitled to be paid an amount, subject to withholding obligation, if any, set forth in Section 1.9(b)(i) or (ii), as applicable, equal to (each a “Profits Contingent Payment”) the product of (x) $1.5436696, and (y) such Shareholder’s Pro Rata Percentage; provided , however , that the aggregate amount of Profits Contingent Payments payable to the Shareholders under this Section 1.9(a)(ii) (without giving effect to any adjustment or increase pursuant to the first sentence of Section 1.9(c)) shall not exceed $5,700,000.

     (iii) Notwithstanding anything in this Agreement to the contrary, in the event of a breach by any Shareholder of any non-competition, non-solicitation or confidentiality obligations to the Company, including, without limitation pursuant to Section 4.8 or pursuant to any Employee Agreement (as defined below), no Contingent Payment shall be due or payable to such Shareholder pursuant to Sections 1.9(a)(i) or (ii); provided , however , that the Company and the Buyer shall have given such Shareholder written notice of their intentions not to make such payments under Section 1.9(b) at least ten (10) days prior to the date such payment is due; provided further, that the number of days of such notice shall be reduced in the event that, and to the extent that, such breach occurs less than ten (10) days prior to the date such payment is due.

     (iv) The Company’s 2006 Operating Profits and 2006 Revenues shall be calculated, by the Company (subject to approval by the Board of Directors) on or prior to June 30, 2007, based on the Company’s audited financial statements for the fiscal year ended December 31, 2006 prepared in a manner consistent with the Company’s past practice but excluding, for the purposes of such calculations, the effects of (or