Exhibit 10.6
AGREEMENT
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AGREEMENT made this April 11, 2003 (the "Effective Date"), by and between
SurgiLight, Inc., a Delaware corporation with its executive offices at 00000
Xxxxxxx Xxxxx, Xxxxx000, Xxxxxxx, Xxxxxxx ("SurgiLight"), and GEM Global Yield
Fund Limited, a West Indies corporation, with offices at c/x Xxxxxxxx & Co., 00
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx X0X 0XX ("GEM").
WHEREAS, SurgiLight issued and sold to GEM its 3% Convertible Debentures,
in the principal amount of Three Million Dollars ($3,000,000) due November 8,
2003 (the "Debenture"), pursuant to that certain Convertible Debenture Purchase
Agreement between SurgiLight and GEM, dated as of June 30, 2000 (the "Debenture
Purchase Agreement"); and
WHEREAS, SurgiLight and GEM desire that the Debenture be exchanged for the
Note (as defined below) in accordance with the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties contained in this Agreement, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. Note. The parties agree that the outstanding balance due under the
Debenture is Two Million Dollars ($2,000,000) and hereby agree that
simultaneously with the execution and delivery of this Agreement, SurgiLight
shall execute and deliver to GEM the convertible promissory note in the
aggregate principal amount of Two Million Dollars ($2,000,000) attached hereto
as Exhibit A (the "Note") in exchange for the Debenture. The Note replaces and
supercedes the Debenture and Debenture Purchase Agreement in all respects, and
all obligations and rights of the parties under the Debenture and Debenture
Purchase Agreement are hereby terminated and of no further force or effect.
2. Conversion. Pursuant to the terms and conditions set forth herein and in
the Note, the total amount of principal due under the Note is convertible into
an aggregate of 21,500,000 shares of SurgiLight's common stock (the "Common
Stock"), subject to adjustment, from time to time, for stock dividends, stock
splits, reverse stock splits, reclassifications, or recapitalizations, at the
conversion price of $0.093 per share (the "Conversion Price") (the "Total
Conversion Shares").
3. Conversion Procedure.
(a) On the Effective Date, GEM shall convert at the Conversion Price
such amount of the Note so it shall receive such number of shares of the Total
Conversion Shares as shall equal nineteen and nine-tenths percent (19.9%) of the
total issued and outstanding shares of the Common Stock on the Effective Date
(the "Initial Shares").
(b) The outstanding balance due under the Note immediately subsequent to
the conversion under Section 3(a) (the "Remaining Balance") shall automatically
be converted into the remaining Total Conversion Shares (the "Remaining Shares")
immediately upon the effectiveness of an amendment to SurgiLight's Certificate
of Incorporation to increase the number of authorized shares of the Common Stock
sufficient for the full conversion of the Note (the "Certificate of Amendment").
SurgiLight shall use its best efforts to promptly obtain shareholder approval
for the Certificate of Amendment and immediately thereupon file the Certificate
of Amendment with the Secretary of State of the state of Florida. Failure of the
Certificate of Amendment to be effective by July 31, 2003 shall constitute a
default under the Note, whereupon the Remaining Balance shall bear interest
payable in cash and upon demand at the rate of eight percent (8%) per annum from
the date of default until the effective date of the Certificate of Amendment and
full conversion of the Note.
4. SurgiLight's Call Option. For a period of three (3) years from the
Effective Date, SurgiLight shall have the option (the "SurgiLight Option") to
purchase from GEM, at a price of $0.50 per share, an aggregate of such number of
shares of the Common Stock as shall equal ten percent (10%) of the Total
Conversion Shares (the "Option Shares"), in whole or in part; provided, however,
that the SurgiLight Option may only be exercised if the Option Shares are to be
used by SurgiLight solely for employees and management set forth in Section 5
hereof. SurgiLight shall exercise the SurgiLight Option by delivering to GEM at
least ten (10) business days before SurgiLight desires to exercise the
SurgiLight Option (the "Exercise Date") (a) a duly executed and completed Notice
of Exercise of Option in the form annexed hereto as Exhibit B, which notice
shall specify the number of Option Shares that SurgiLight desires to purchase
and the Exercise Date; and (b) payment in full, of the aggregate purchase price
for the Option Shares being purchased by wire transfer of immediately available
funds pursuant to GEM's wire transfer instructions. On the Exercise Date, if GEM
shall have received the notice and cash payment as set forth in(a) and (b) of
the immediately preceding sentence, GEM shall deliver, and transfer to
SurgiLight one or more certificates representing the exercised Option Shares.
5. SurgiLight's Employee/Management Option Grants and Assignments.
(a)SurgiLight agrees to make available for issuance to its employees
pursuant to an employee stock option plan an aggregate of 2,150,000 shares
of the Common Stock, as adjusted for any stock dividend, stock split,
reverse stock split, reclassification, or recapitalization.
(b) SurgiLight shall have the right to assign and transfer to certain
employees and management all or any part of the SurgiLight Option without
prior notice to GEM.
6. Board of Directors' Nominee. So long as GEM holds at least nineteen and
nine-tenths percent (19.9%) of the Common Stock, at each annual meeting of
shareholders' of SurgiLight, commencing with SurgiLight's July 2003 Annual
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Meeting of Shareholders', GEM shall have the right to designate one, and only
one, nominee for election to SurgiLight's Board of Directors, which designee
shall be included in all proxy materials distributed by SurgiLight in connection
with any such annual meeting of shareholders. Surgilight hereby agrees that the
Voting Trust Committee of SurgiLight (the "Trustee") shall vote all of the
shares subject to the Voting Trust Agreement among Xx. X.X. Xxx and certain of
his family members and the Trustee, dated June 6, 2001 and amended and restated
as of February 8, 2002, and as may be amended or superseded, in favor of the
election of all board nominees designated by GEM.
7. Rights of First Refusal. Except as otherwise provided in this Section 7,
SurgiLight hereby grants to GEM a right of first refusal to participate on a
pro-rata-basis in any and all additional issuances of SurgiLight's capital
stock, ("Right of First Refusal"). SurgiLight shall notify GEM in writing
immediately upon its intent to issue additional shares of its capital stock (the
"SurgiLight Notice") and GEM shall be entitled to exercise the Right of First
Refusal by notifying SurgiLight in writing of such election within ten (10)
business days of its receipt of the SurgiLight Notice. The Right of First
Refusal shall not apply with respect to any stock issuance to SurgiLight's
employees or lenders or pursuant to a merger, acquisition or a stock split or
any existing obligations of SurgiLight where stock is issued at a value equal to
or above $0.093 per share.
8. Registration Rights. (a) (i) SurgiLight shall use its best efforts to
promptly register the Initial Shares and the Remaining Shares for resale under
the Securities Act of 1933, as amended (the "Securities Act"), on an appropriate
form of registration statement (the "Registration Statement") to be filed with
the Securities and Exchange Commission and in compliance with any and all state
securities laws so that such registration shall become effective (A) within six
(6) months from the Effective Date with respect to the Initial Shares (the
"Initial Shares Effectiveness Date") and (B) within six (6) months from July
31,2003 with respect to the Remaining Shares (the "Remaining Shares
Effectiveness Date").
(ii) SurgiLight shall keep any such Registration Statement continuously
effective under the Securities Act until the earlier of (A) the date on which
all of the Initial Shares and the Remaining Shares covered by such Registration
Statement, as applicable, have been sold, (B) two (2) years from the Initial
Shares Effectiveness Date or the Remaining Shares Effectiveness Date, as
applicable, or (iii) the date on which all of the Initial Shares and the
Remaining Shares, as applicable, may be sold without restriction pursuant to
Rule 144 of the Securities Act; provided, however, that this sub clause (iii)
shall not apply to any shares transferred by GEM to any transferee who is not
permitted to "tack on" to GEM's holding period of the Initial Shares or
Remaining Shares, as the case may be, for Rule 144 purposes. All costs and
expenses of registration and to keep the Registration Statement continuously
effective as provided herein shall be borne by SurgiLight.
(b) If any portion of the Initial Shares has not been registered by the
Initial Shares Effectiveness Date, then SurgiLight, as a penalty, shall issue to
GEM the following number of additional shares of the Common Stock with respect
to the shares not so registered: (i) for the first eight (8) months delinquent,
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one half of one percent (0.5%) of the number of Initial Shares not registered,
(ii) for the next succeeding eight (8) months delinquent, one percent (1%) of
the number of Initial Shares not registered, and (iii) for the next succeeding
eight (8) months delinquent, one and one half percent (1.5%) of the number of
Initial Shares not registered. Thereafter, SurgiLight shall have no obligation
to issue any more additional shares of the Common Stock under this Section 8
(b).
(c) If any portion of the Remaining Shares has not been registered by
the Remaining Shares Effectiveness Date, then SurgiLight, as a penalty, shall
issue to GEM the following number of additional shares of the Common Stock with
respect to the shares not so registered: (i) for the first eight (8) months
delinquent, one half of one percent (0.5%) of the number of Remaining Shares not
registered, (ii) for the next succeeding eight (8) months delinquent, one
percent (1%) of the number of Remaining Shares not registered, and (iii) for the
next succeeding eight (8) months delinquent, one and one half percent (1.5%) of
the number of Remaining Shares not registered. Thereafter, SurgiLight shall have
no obligation to issue any more additional shares of the Common Stock under this
Section 8 (c).
9. Voting Rights. Notwithstanding anything else in this Agreement to the
contrary or the actual number of shares of Common Stock held of record by GEM,
GEM shall not be entitled to have voting rights, and shall abstain from voting,
with respect to more than nineteen and nine-tenths percent (19.9%) of the total
outstanding shares of the Common Stock entitled to vote (the "Voting Cap");
provided, however, that the Voting Cap shall not apply: (a) to GEM's voting on
the Certificate of Amendment; (b) if GEM has voted in favor of the Certificate
of Amendment and SurgiLight has not obtained the shareholder votes necessary to
approve the Certificate of Amendment by July 31, 2003; (c) with respect to the
Initial shares, if SurgiLight fails to register the Initial Shares by the
Initial Shares Effectiveness Date, but only with respect to the shares not so
registered and during the period not registered; (d) with respect to the
Remaining Shares, if SurgiLight fails to register the Remaining Shares by the
Remaining Shares Effectiveness Date, but only with respect to the shares not so
registered and during the period not registered; and (e) to voting in connection
with a sale of all or substantially all of the assets of SurgiLight; and (f)
with respect to any election of GEM's board nominee, as set forth in Section 6
above. The Voting Cap shall be reinstated (i) with respect to subsection (b)
above, at such time that SurgiLight's shareholders have approved the Certificate
of Amendment; (ii) with respect to subsection (c) above, upon registration of
the Initial Shares and (iii) with respect to subsection (d) above, upon
registration of the Remaining Shares.
10. Lock-Up. GEM acknowledges and agrees that it shall not, on any single
day, sell, sell short, lend, assign or otherwise transfer or dispose of that
number of shares of the Common Stock in excess of the greater of (i) ten percent
(10%) of that current trading days's trading volume, or (ii) seven and one half
percent (7.5%) of the average trading volume for the prior fifteen (15) trading
days.
In order for SurgiLight to verify GEM's compliance with the limitations set
forth in this Xxxxxxxxx 00, XXX shall deposit all Initial Shares and Remaining
Shares into an account or accounts with one or more market makers designated by
SurgiLight, which market makers will provide daily written reports to
SurgiLight's Board of Directors of all sales by GEM of Common Stock.
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11. SurgiLight's Representations and Warranties. SurgiLight hereby
represents and warrants to GEM as follows:
(a) SurgiLight is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Florida and in all jurisdictions
in which it conducts business and has all necessary corporate powers to own its
properties and carry on its business as now owned and operated by it.
(b) SurgiLight has the right, power, legal capacity, and authority to
enter into and perform its obligations under this Agreement, and this Agreement
constitutes, and each document or instrument to be executed by SurgiLight
pursuant to the terms hereof upon its execution and delivery will have been duly
authorized, executed and delivered and will constitute, the valid and legally
binding obligation of SurgiLight enforceable in accordance with its terms.
(c) GEM and its counsel, accountants, and other representatives have
had full access to all publicly available records and documents of or relating
to SurgiLight that they have asked to review
12. GEM's Representations and Warranties. GEM hereby represents and
warrants to SurgiLight as follows:
(a) GEM is a corporation duly organized, validly existing,
and in good standing in all jurisdictions in which it
conducts business and has all necessary corporate powers to
own its properties and carry on its business as now owned
and operated by it.
(b) GEM has the right, power, legal capacity, and authority
to enter into and perform its obligations under this
Agreement, and this Agreement constitutes, and each document
or instrument to be executed by GEM pursuant to the terms
hereof upon its execution and delivery will have been duly
authorized, executed and delivered and will constitute, the
valid and legally binding obligation of GEM enforceable in
accordance with its terms.
13. Events of Default. The following shall constitute events of default
under the Note and any extensions, renewals, or modifications thereof:
(a) the making of an assignment by SurgiLight for the
benefit of its creditors; or
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(b) the commencement of proceedings in bankruptcy for
reorganization of SurgiLight or for the adjustment of any of
its debts under the United States Bankruptcy Code or under
any law, whether state or federal, now or hereafter existing
for the relief of SurgiLight, which proceedings have not
been terminated on or before ninety (90) days from
commencement;
or
(c) failure of the Certificate of Amendment to have become
effective by July 31, 2003, subject to cure as set forth in
Paragraph 3(b) above.
14. Rights upon Default. Upon an event of default which has not been cured
within the applicable cure period, if any, the following provisions shall
control:
(a) If the uncured default is pursuant to subparagraphs
13(a) or (b), then, effective upon notice from GEM to
SurgiLight, the entire unpaid principal balance of the Note
and all accrued and unpaid interest thereon, at the Default
Rate, shall, at the option of GEM, be due and payable, and
GEM may immediately enforce any and all of its rights and
remedies under the Note and this Agreement and under
applicable law.
(b) If the uncured default is pursuant to subparagraph
13(c), then all accrued and unpaid interest on the unpaid
principal balance of the Note, at the Default Rate, shall be
due and payable until such time that the Certificate of
Amendment shall have become effective
Failure of GEM to exercise either of these options shall not
constitute a continuing waiver or a waiver of the right to
exercise the same in the event of any subsequent default.
15. Transfer Taxes. SurgiLight shall be liable for any stamp, transfer,
documentary, sales, use, registration, intangible or other such taxes and fees,
including any penalties and interest, arising from issuance of the Note.
16. Miscellaneous Provisions.
(a) Section Headings. The subject headings of the Sections
and paragraphs of this Agreement are included for purposes
of convenience only and shall not affect the construction or
interpretation of any of its provisions.
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(b) Entire Agreement; Amendments. This Agreement contains
the entire agreement of the parties relating to the subject
matter hereof. No amendment or modification of this
Agreement shall be valid unless made in writing and signed
by each of the parties hereto.
(c) Waivers. No provision of this Agreement may be waived
except in a written instrument signed by the party against
whom enforcement of any such waiver is sought. No waiver of
any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right
hereunder in any manner impair the exercise of any such
right accruing to it thereafter.
(d) Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which
shall be deemed an original, but all of which, together,
shall constitute one and the same instrument. Signatures by
facsimile transmission shall be acceptable as original
signatures.
(e) Successors and Assigns. This Agreement shall be binding
on, and shall inure to the benefit of, the parties to it and
their respective heirs, legal representatives, successors,
and permitted assigns. This Agreement and any of the rights,
interests or obligations, jointly and not severally,
hereunder may not be assigned by GEM without the prior
written consent of SurgiLight, which consent will not be
unreasonably withheld. This Agreement and any of the rights,
interests or obligations hereunder may not be assigned by
SurgiLight without the prior written consent of GEM, which
consent shall not be unreasonably withheld; provided,
however, that SurgiLight may freely assign all or any part
of its rights to the SurgiLight Option as set forth in
Section 5 above without prior notice to or consent of GEM or
any assignee or successor of GEM.
(f) Invalid Provision. If any part of this Agreement is
contrary to, prohibited by, or deemed invalid under any
applicable law or regulation, such provision shall be
inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be
invalidated thereby and shall be given full force and effect
so far as possible.
(g) Nature and Survival of Representations and Obligations.
All representations, warranties, covenants, and agreements
of the parties contained in this Agreement, or in any
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exhibit, instrument, certificate, or other writing provided
for in it, shall survive for the applicable period of
limitations for contract claims in the State of New York.
(h) Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and
shall be deemed to have been duly given on receipt and must
be delivered either by hand delivery or
nationally-recognized express courier to the party to whom
notice is to be given, addressed as follows:
If to SurgiLight: Xxxxxxx Xxxxxx, Chairwoman
SurgiLight, Inc.
00000 Xxxxxxx Xxxxx, Xxxxx000
Xxxxxxx, Xxxxxxx
Phone: (000) 000-0000
Fax: (000-) 000-0000
E-mail: xxxxxxx@xxxx.xxx
And
Xxxxxxx X. Xxxx, Chief Operating Officer
SurgiLight, Inc.
00000 Xxxxxxx Xxxxx, Xxxxx000
Xxxxxxx, Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxxxxxxx00@xxx.xxx
With copies to: The Business Law Group, or its successors and/or assigns
000 X. Xxxxxx Xxx., Xxxxx 000______________________________
Xxxxxxx, XX 32801______________________________
Attn.: X. Xxxxxxx Xxxxxxx
Phone: 000.000.0000________________________
Fax: (000) 000-0000
E-mail: XXX.XXXXXXX@XXXXXXXXXXX.XXX
If to GEM: GEM Global Yield Fund Limited
c/x Xxxxxxxx & Co.
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0X 0XX
Attn.: Xx. Xxxxxx Xxxxxxxx
Phone: 00.000.000.0000
Fax: 00.000.000.0000
E-mail: xxxxxxxxx@xxxxxxxxxxxxx.xxx
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With copies to: Xxxxxx Xxxxxxxxxx & Xxxxxxxx, LLP,
or its successors and/or assigns
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.: Xxxx X. Xxxxxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxx@xxxxxx.xxx
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And
Xx. Xxxxxx Xxxxx Gem Group 000 Xxxxx Xxx, 0xx Xxxxx
Xxx Xxxx, XX 00000 Phone: (000)000-0000 Fax: (212)
265-4035 Email: xxxxxx@xxxxx.xxx
Any party may change its address by giving notice in the manner set forth
above.
(i) Attorneys' Fees. If any legal action or other proceeding
is brought for the enforcement of this Agreement, or because
of a dispute, breach, default, or misrepresentation in
connection with any provisions of this Agreement, then the
successful or prevailing party or parties shall be entitled
to recover reasonable attorney's fees and other costs
incurred in that action or proceeding, in addition to any
other relief to which it or they may be entitled.
(j) Fees. The Company shall be responsible for paying upon
execution of this Agreement and shall pay to Xxxxxx
Gottbetter & Xxxxxxxx, L.L.P. ("KGL") or its successors
and/or assigns, $2,500 for document review for this
Agreement. These fees are in addition to $5,000 already owed
by the Company to KGL.
(k) Applicable Law, Binding Effect, and Venue. The parties
hereto acknowledge that the transactions contemplated by
this Agreement bear a reasonable relation to the state of
New York. This Agreement shall be governed by, and construed
and interpreted in accordance with, the internal laws of the
state of New York without regard to such state's principles
of conflicts of laws. The parties irrevocably and
unconditionally agree that the exclusive place of
jurisdiction for any action, suit or proceeding ("Actions")
relating to this Agreement shall be in the state and/or
federal courts situate in the county and state of New York.
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Each party irrevocably and unconditionally waives any
objection it may have to the venue of any Action brought in
such courts or to the convenience of the forum. Final
judgment in any such Action shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment, a
certified or true copy of which shall be conclusive evidence
of the fact and the amount of any indebtedness or liability
of any party therein described.
* * *
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
GEM GLOBAL YIELD FUND LIMITED
By:
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Name:
-----------------------------
Title:
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SURGILIGHT, INC.
By:
-------------------------------
Name:
-----------------------------
Title:
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EXHIBIT A
CONVERTIBLE PROMISSORY NOTE
$2,000,000 April 11, 2003
FOR VALUE RECEIVED, SurgiLight, Inc., a Florida corporation ("Maker"),
hereby promises to pay to the order of GEM Global Yield Fund Limited, a West
Indies corporation ("Holder"), the sum of Two Million and no/100 U. S. Dollars
($2,000,000.00), without interest except as set forth in Section 3 below, in
accordance with the terms of this Note. Payment on this Note shall be in such
name(s) and at such place as Holder or any subsequent holder hereof shall have
designated to the SurgiLight in writing. By acceptance of this Note, Holder
agrees that it will promptly deliver and surrender this Note to the Maker upon
full payment, therefore.
This Note is issued pursuant to the Agreement, dated April 11, 2003 by and
between Maker and Holder (the "Agreement"), to which Agreement reference is
hereby made for a statement of the rights of Holder and the duties and
obligations of Maker in relation thereto; but neither this reference to the
Agreement nor any provisions thereof shall affect or impair the absolute and
unconditional obligation of Maker to pay the principal of this Note, subject to
applicable conversion events.
1. Conversion. The aggregate principal amount and interest due under this Note
is convertible into shares of the Maker's common stock under the specific terms
and conditions set forth in the Agreement.
2. Interest. The Note will not accrue any interest except as set forth in
Section 3 below.
3. Default Interest. Upon the Maker's default as set forth in Section 3 (b) of
the Agreement and until such default is cured, this Note shall accrue and bear
interest payable in cash and on demand at the rate of eight percent (8%) per
annum.
4. Unsecured Debt. This Note represents an unsecured debt obligation of Maker.
Holder does not have any priority or secured claim against any of the assets of
Maker with respect to the principal amount of this Note or any interest that may
be accrued thereon.
5. Governing Law. This Note may not be modified orally, and shall be governed,
construed and interpreted under the internal laws of the State of New York
without reference to principles of conflicts or choice of law.
6. Notice. Presentment, protest, notice, notice of protest, and notice of
dishonor are hereby waived by Maker.
7. Replacement. Upon receipt of evidence reasonably satisfactory to Maker of the
loss, theft, destruction or mutilation of this Note and, if requested in the
case of such loss, theft or destruction, upon delivery of such indemnity as may
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be reasonably required by Maker or, in the case of any such mutilation, upon
surrender and cancellation of such Note, Maker will issue a new Note, of like
tenor, in lieu of such lost, stolen or destroyed Note.
8. Exchange. This Note is in exchange for the 3% Convertible Debentures due
November 8, 2003 issued pursuant to that certain Convertible Debenture Purchase
Agreement between Maker and Holder dated as of June 30, 2000.
9. Indemnification. Maker hereby agrees to indemnify the holder of this Note
against and hold it harmless from any costs and expenses, including, without
limitation, reasonable attorneys' fees, disbursements and court costs, incurred
by the holder of this note in connection with the enforcement of the terms
hereof.
10. No Waiver. No delay on the part of any holder hereof in exercising any power
or rights hereunder shall operate as a waiver of any power or rights.
Witness SURGILIGHT, INC.
Name:_______________ By:________________
Title: ________________
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EXHIBIT B
NOTICE OF EXERCISE
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Pursuant to Section 4 of the Agreement dated March ___, 2003 between the
undersigned and GEM Global Yield Fund Limited, the undersigned hereby elects to
purchase ____________ shares of the common stock of SurgiLight, Inc. for an
aggregate purchase price of $__________ and tenders herewith payment therefore.
Pleased deliver a certificate or certificates representing said shares to
the address below.
Date of Exercise:____________ SurgiLight, Inc.
By: ______________________________
Name: ____________________________
Title: ___________________________
Address: ________________________
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