LANTIS LASER INC. SUBSCRIPTION AGREEMENT
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Name
of Offeree
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Number
of Private
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Offering
Memorandum
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XXXXXX
LASER INC.
SUBSCRIPTION
AGREEMENT
Xxxxxx
Laser Inc.
Gentlemen:
1. Subscription.
The
undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably
agrees to purchase from Xxxxxx Laser Inc. (the “Company”) the number of shares
of common stock issued by the Company (the “Shares”) set forth on the signature
page hereof, at a purchase price of $0.10 per Share. This subscription is
submitted to you in accordance with and subject to the terms and conditions
described in this Subscription Agreement and the Confidential Offering
Memorandum of the Company dated July 28, 2006, as amended or supplemented from
time to time, including all attachments, schedules and exhibits thereto (the
“Memorandum”), relating to the offering by the Company of up to 20,000,000
Shares. The Purchaser acknowledges that the Company is a non-reporting public
company and that the sale or transfer of the Shares being subscribed for hereby
is subject to various restrictions as set forth below, and that there is a
risk
that these Shares, once acquired, may be required to be held for an indefinite
period of time.
The
minimum investment amount of this offering is $25,000 (250,000 Shares). The
Company anticipates closing the offering no later than September 28, 2006.
The
Company’s target offering is 20,000,000 Shares ($2,000,000). The Company’s
prescribed minimum amount for closing is 10,000,000 Shares ($1,000,000). The
Company may have additional closings up to the target amount.
The
undersigned shall be permitted to revoke this subscription for any reason up
to
and until the Closing Time that relates to Closing of the Shares being sold
pursuant to this Agreement. Revocation of this subscription shall be made in
writing and sent by the undersigned to the Company by hand, overnight courier,
facsimile, electronic mail or United States certified mail, return receipt
requested. If the subscription is either (i) rejected by the Company, (ii)
revoked by the undersigned, or (iii) if subscriptions to purchase the minimum
offering of 10,000,000 Shares is not received by the Company by the anticipated
closing date, the Company shall return to the undersigned, without interest
or
deduction, any payment tendered by the undersigned.
2. Payment.
The
Purchaser encloses herewith a check payable to, or will immediately make a
wire
transfer payment to, Xxxxxx & Xxxxxx, LLP, Attorney Trust Account, in the
full amount of the purchase price of the Shares being subscribed for. To request
wire transfer instructions, please contact Xx. Xxxxxxx Xxxxx at (000) 000-0000.
Such funds will be placed in Escrow for the purchaser’s benefit with Xxxxxx
& Xxxxxx, LLP, and will be returned promptly, without interest, penalty,
expense or deduction if this Subscription Agreement is not accepted by the
Company or if the Offering is terminated pursuant to its terms or by the
Company.
3. Deposit
of Funds.
All
payments made as provided in Section 2 hereof shall be deposited by the Company
as soon as practicable with Xxxxxx & Xxxxxx, LLP, Attorney Trust Account,
and held in a segregated account until such time as the subscription is accepted
by the Company.
4. Acceptance
of Subscription.
The
Purchaser understands and agrees that the Company in its sole discretion
reserves the right to accept or reject this or any other subscription for
Shares, in whole or in part, notwithstanding prior receipt by the Purchaser
of
notice of acceptance of this subscription. The Company shall have no obligation
hereunder until the Company shall execute and deliver to the Purchaser an
executed copy of this Subscription Agreement. If this subscription is rejected,
all funds received from the Purchaser will be returned without interest,
penalty, expense or deduction, and this Subscription Agreement shall thereafter
be of no further force or effect. If this subscription is rejected in part,
the
funds for the rejected portion of this subscription will be returned without
interest, penalty, expense or deduction, and this Subscription Agreement will
continue in full force and effect to the extent this subscription was
accepted.
5. Shares
not Registered. As
discussed in the following paragraph, the Shares being subscribed for hereby
are
not registered under the Securities Act of 1933, as amended (the “Securities
Act”) or any state securities laws, so that the Shares are not freely tradeable.
The Company has informed the Purchaser that it will use reasonable efforts
to
register the Shares in accordance with the requirements of the Securities Act
within 120-180 days of the date that this Subscription is accepted, but
Purchaser expressly acknowledges that there can be no assurance that such
efforts will be successful or that the Shares will be registered, and that
without such registration, there will be substantial restrictions on the
Purchaser’s ability to sell or transfer the Shares. Notwithstanding the
foregoing, the Purchaser may transfer any or all of the Shares purchased hereby
if the transfer is by gift, will or intestacy, or by distribution to partners,
members or shareholders of the Purchaser.
6. Representations
and Warranties.
The
Purchaser hereby represents, warrants, acknowledges and agrees as
follows:
(a) The
offering and sale of the Shares pursuant to the Memorandum are not registered
under the Securities Act or any state securities laws. The Purchaser understands
that the offering and sale of the Shares is intended to be exempt from
registration under the Securities Act by virtue of Section 4(2) thereof and
the
provisions of Rule 506 of Regulation D promulgated thereunder, based, in
part, upon the representations, warranties and agreements of the Purchaser
contained in this Subscription Agreement;
(b) The
Purchaser and the Purchaser’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, the “Advisors”) have received the
Memorandum and all other documents requested by the Purchaser, have carefully
reviewed them and understand the information contained therein, and the
Purchaser and the Advisors, if any, prior to the execution of this Subscription
Agreement, have had access to the same kind of information which would be
available in a registration statement filed by the Company under the Securities
Act;
-2-
(c) Neither
the Securities and Exchange Commission nor any state securities commission
has
approved the Shares or passed upon or endorsed the merits of the Offering or
confirmed the accuracy or determined the adequacy of the Memorandum. The
Memorandum has not been reviewed by any Federal, state or other regulatory
authority;
(d) All
documents, records, and books pertaining to the investment in the Shares
(including, without limitation, the Memorandum) have been made available for
inspection by such Purchaser and the Advisors, if any;
(e) The
Purchaser and the Advisors, if any, have had a reasonable opportunity to ask
questions of, and receive answers from, a person or persons acting on behalf
of
the Company concerning the offering of the Shares and the business, financial
condition, results of operations and prospects of the Company, and all such
questions have been answered to the full satisfaction of the Purchaser and
the
Advisors, if any;
(f) In
evaluating the suitability of an investment in the Company, the Purchaser has
not relied upon any representation or other information (oral or written) other
than as stated in the Memorandum or as contained in documents or answers to
questions so furnished by the Company to the Purchaser or the Advisors, if
any;
(g) The
Purchaser is unaware of, is in no way relying on, and did not become aware
of,
the offering of the Shares through, or as a result of, any form of general
solicitation or general advertising including, without limitation, any article,
notice, advertisement or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, in connection
with the offering and sale of the Shares and is not subscribing for Shares
and
did not become aware of the offering of the Shares through or as a result of
any
seminar or meeting to which the Purchaser was invited by, or any solicitation
of
a subscription by, a person not previously known to the Purchaser in connection
with investments in securities generally;
(h) The
Purchaser has taken no action which would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this
Subscription Agreement or the transactions contemplated hereby (other than
referral or finders’ fees to be paid by the Company as described in the
Memorandum) and, in turn, to be paid to its selected dealers;
(i) The
Purchaser or the Advisors, if any, have such knowledge and experience in
financial, tax, and business matters, and, in particular, investments in
securities, so as to enable them to utilize the information made available
to
them in connection with the offering of the Shares to evaluate the merits and
risks of an investment in the Shares and the Company and to make an informed
investment decision with respect thereto;
(j) The
Purchaser is not relying on the Company or any of its employees or agents,
or
any other party (including any party that introduced Purchaser to the Company,
if any) with respect to the legal, tax, economic and related considerations
of
an investment in the Shares, and the Purchaser has relied on the advice of,
or
has consulted with, only his own Advisors, if any;
-3-
(k) The
Purchaser is acquiring the Shares solely for such Purchaser’s own account for
investment and not with a view to resale or distribution thereof, in whole
or in
part. The Purchaser has no agreement arrangement, formal or informal, with
any
person to sell or transfer all or any part of the Shares and the Purchaser
has
no plans to enter into any such agreement or arrangement;
(l) The
Purchaser must bear the substantial economic risks of the investment in the
Shares indefinitely because none of the Shares may be sold, hypothecated or
otherwise disposed of unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption from such registration
is
available. In the case of any transfer of the Shares without registration under
the Securities Act, the Purchaser must notify the Company of the proposed
transfer and, at the Company's request, furnish the Company with an opinion
of
counsel reasonably satisfactory to the Company that the transfer will not
require registration under the Securities Act. Legends shall be placed on the
certificates representing the Shares, to the effect that they have not been
registered under the Securities Act or applicable state securities laws and
appropriate notations thereof will be made in the Company’s stock books. Stop
transfer instructions will be placed with the transfer agent of the certificates
representing the Shares. It is possible that there will not be any market for
resale of the Shares at any time in the foreseeable future.
(m) The
Purchaser has adequate means of providing for such Purchaser’s current financial
needs and foreseeable contingencies and has no need for liquidity of the
investment in the Shares for an indefinite period of time;
(n) The
Purchaser is aware that an investment in the Shares involves a number of very
significant risks and has carefully read and considered the matters set forth
under the caption “Risk Factors” in the Memorandum;
(o) The
Purchaser meets the requirements of at least one of the suitability standards
for an “accredited investor” as set forth on the Accredited Investor
Certification contained herein;
(p) The
Purchaser: (i) if a natural person represents that the Purchaser has reached
the
age of 21 and has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates and
to
carry out the provisions hereof and thereof; (ii) if a corporation, limited
liability company or partnership, association, joint stock company, trust,
unincorporated organization or other entity, such entity was not formed for
the
specific purpose of acquiring the Shares, such entity is duly organized, validly
existing and in good standing under the laws of the state of its organization,
the consummation of the transactions contemplated hereby does not conflict
with,
and will not result in a violation of state law or its charter or other
organizational documents, such entity has full power and authority to execute
and deliver this Subscription Agreement and all other related agreements or
certificates and to carry out the provisions hereof and thereof and to purchase
and hold the Shares, the execution and delivery of this Subscription Agreement
has been duly authorized by all necessary action, this Subscription Agreement
has been duly executed and delivered on behalf of such entity and is a legal,
valid and binding obligation of such entity enforceable in accordance with
its
terms; and (iii) if executing this Subscription Agreement in a representative
or
fiduciary capacity, it has full power and authority to execute and deliver
this
Subscription Agreement in such capacity and on behalf of the subscribing
individual, xxxx, partnership, trust, estate, corporation, limited liability
company, or other entity for whom the Purchaser is executing this Subscription
Agreement, and such individual, xxxx, trust, estate, corporation, limited
liability company or partnership, or other entity has full right and power
to
perform pursuant to this Subscription Agreement and make an investment in the
Company, and that this Subscription Agreement constitutes a legal, valid and
binding obligation of such entity enforceable in accordance with its terms.
The
execution and delivery of this Subscription Agreement will not violate or be
in
conflict with any order, judgment, injunction, agreement or controlling document
to which the Purchaser is a party or by which it is bound;
-4-
(q) The
Purchaser and the Advisors, if any, had the opportunity to obtain any additional
information, to the extent the Company had such information in its possession
or
could acquire it without unreasonable effort or expense, necessary to verify
the
accuracy of the information contained in the Memorandum and all documents
received or reviewed in connection with the purchase of the Shares and have
had
the opportunity to have representatives of the Company provide them with such
additional information regarding the terms and conditions of this particular
investment and the financial condition, results of operations, business and
prospects of the Company deemed relevant by the Purchaser or the Advisors,
if
any, and all such requested information, to the extent the Company had such
information in its possession or could acquire it without unreasonable effort
or
expense, has been provided to full satisfaction;
(r) The
Purchaser represents to the Company that any information which the undersigned
has heretofore furnished or furnishes herewith to the Company is complete and
accurate and may be relied upon by the Company in determining the availability
of an exemption from registration under Federal and state securities laws in
connection with the offering of securities as described in the Memorandum or
in
registering the Shares under the Securities Act. The Purchaser further
represents and warrants that it will notify and supply corrective information
to
the Company immediately upon the occurrence of any change therein occurring
prior to the Company’s issuance of the securities contained in the
Shares;
(s) The
Purchaser has significant prior investment experience, including investment
in
non-listed and non-registered securities. The Purchaser has a sufficient net
worth to sustain a loss of its entire investment in the Company in the event
such a loss should occur. The Purchaser’s overall commitment to investments
which are not readily marketable is not excessive in view of its net worth
and
financial circumstances and the purchase of the Shares will not cause such
commitment to become excessive. The investment is a suitable one for the
Purchaser;
(t) The
Purchaser is satisfied that it has received adequate information with respect
to
all matters which it or the Advisors, if any, consider material to the
Purchaser’s decision to make this investment;
-5-
(u) The
Purchaser acknowledges that any estimates of market size, projected research
and
development expenses included in the Memorandum were prepared by the Company
in
good faith but that the attainment of any such projections and estimates cannot
be guaranteed by the Company and should not be relied upon;
(v) Within
five days after receipt of a request from the Company, the Purchaser will
provide such information and deliver such documents as may reasonably be
necessary to comply with any and all laws and ordinances to which the Company
(or any party that introduced Purchaser to the Company) is subject;
(w) The
Purchaser’s relationship with the Company (or any party that introduced
Purchaser to the Company, if any) predates the contact with the Purchaser
regarding an investment in the Shares;
(x) THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED
AND
SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT
AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD IN THE UNITED STATES EXCEPT AS
PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY
OTHER
REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON
OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL;
(y) (For
ERISA plans only)
The
fiduciary of the ERISA plan represents that he has been informed of and
understands the Company’s investment objectives, policies and strategies, and
that the decision to invest “plan assets” (as such term is defined in ERISA) in
the Company is consistent with the provisions of ERISA that require
diversification of plan assets and impose other fiduciary responsibilities.
The
Purchaser fiduciary or Plan (a) is responsible for the decision to invest in
the
Company; (b) is independent of the Company or any of its affiliates; (c) is
qualified to make such investment decision and (d) in making such decision,
the
Purchaser fiduciary or Plan has not relied primarily on any advice or
recommendation of the Company or any of its affiliates.
7. Indemnification.
The
Purchaser agrees to indemnify and hold harmless the Company (and any party
that
introduced Purchaser to the Company, if any) and their respective officers,
directors, employees, agents, control persons and affiliates against all losses,
liabilities, claims, damages, and expenses whatsoever (including, but not
limited to, any and all expenses incurred in investigating, preparing, or
defending against any litigation commenced or threatened) based upon or arising
out of any actual or alleged false acknowledgment, representation or warranty,
or misrepresentation or omission to state a material fact, or breach by the
Purchaser of any covenant or agreement made by the Purchaser herein or in any
other document delivered in connection with this Subscription
Agreement.
-6-
8. Irrevocability;
Binding Effect.
The
Purchaser hereby acknowledges and agrees that the subscription hereunder is
irrevocable by the Purchaser, except as required by applicable law, and that
this Subscription Agreement shall survive the death, disability, bankruptcy
or
dissolution of the Purchaser and shall be binding upon and inure to the benefit
of the parties and their heirs, executors, administrators, successors, legal
representatives and permitted assigns. If the Purchaser is more than one person,
the obligations of the Purchaser hereunder shall be joint and several and the
agreements and acknowledgments herein shall be deemed to be made by, and be
binding upon, each such person and such person’s heirs, executors,
administrators, successors, legal representatives, and permitted
assigns.
9. Modification.
This
Subscription Agreement shall not be modified or waived except by an instrument
in writing signed by the party against whom any such modification or waiver
is
sought.
10. Notices.
Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be mailed by certified mail, return receipt requested,
or delivered against receipt to the party to whom it is to be given (a) if
to
Company, at the address set forth above, or (b) if to the Purchaser, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section 10). Any notice or other communication given
by
certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party’s address which shall be deemed given at
the time of receipt thereof. Any notice or other communication given by any
other means shall be deemed given at the time of receipt thereof.
11. Assignability.
This
Subscription Agreement and the rights, interests and obligations hereunder
are
not transferable or assignable by the Purchaser and the transfer or assignment
of the Shares shall be made only in accordance with all applicable
laws.
12. Applicable
Law.
This
Subscription Agreement shall be governed by and construed in accordance with
the
laws of the State of New Jersey relating to contracts entered into and to be
performed wholly within such State. The Purchaser hereby irrevocably submits
to
the jurisdiction of any New Jersey state court or United States Federal court
sitting in the State of New Jersey, over any action or proceeding arising out
of
or relating to this Subscription Agreement or any agreement contemplated hereby,
and the Purchaser hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such New Jersey state or
Federal court. The Purchaser further waives any objection to venue in such
State
and any objection to an action or proceeding in such State on the basis of
inconvenient forum. The Purchaser further agrees that any action or proceeding
brought against the Company, or any other party including any party that
introduced Purchaser to the Company, shall be brought only in a New Jersey
state
or United States Federal court sitting in the State of New Jersey. THE PURCHASER
AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED
UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT
CONTEMPLATED HEREBY.
-7-
13. Blue
Sky Qualification.
The
purchase of Shares under this Subscription Agreement is expressly conditioned
upon the exemption from qualification of the offer and sale of the Shares from
applicable Federal and state securities laws. The Company shall not be required
to qualify this transaction under the securities laws of any jurisdiction and,
should qualification be necessary, the Company shall be released from any and
all obligations to maintain its offer, and may rescind any sale contracted,
in
the jurisdiction.
14. Use
of Pronouns.
All
pronouns and any variations thereof used herein shall be deemed to refer to
the
masculine, feminine, neuter, singular or plural as the identity of the person
or
persons referred to may require.
15. Confidentiality.
The
Purchaser acknowledges and agrees that any information or data it or its
Advisors, if any, have acquired from or about the Company, not otherwise
properly in the public domain, was received in strict confidence. The Purchaser
agrees not to divulge, communicate or disclose, or permit its Advisors, if
any,
to disclose, except as may be required by law or for the performance of this
Agreement, or use to the detriment of the Company or for the benefit of any
other person or persons, or misuse in any way, any confidential information
of
the Company, including any scientific, technical, trade or business secrets
of
the Company and any scientific, technical, trade or business materials that
are
treated by the Company as confidential or proprietary, including, but not
limited to, ideas, discoveries, inventions, developments and improvements
belonging to the Company and confidential information obtained by or given
to
the Company about or belonging to third parties.
16. Miscellaneous.
(a) This
Agreement constitutes the entire agreement between the Purchaser and the Company
with respect to the subject matter hereof and supersedes all prior oral or
written agreements and understandings, if any, relating to the subject matter
hereof. The terms and provisions of this Agreement may be waived, or consent
for
the departure therefrom granted, only by a written document executed by the
party entitled to the benefits of such terms or provisions.
(b) The
Purchaser’s representations, warranties, agreements and acknowledgements made in
this Agreement shall survive the execution and delivery hereof and delivery
of
the Shares.
(c) Each
of
the parties hereto shall pay its own fees and expenses (including the fees
of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Subscription Agreement and the transactions contemplated
hereby whether or not the transactions contemplated hereby are
consummated.
(d) This
Agreement may be executed in one or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the
same
instrument.
(e) Each
provision of this Subscription Agreement shall be considered separable and
if
for any reason any provision or provisions hereof are determined to be invalid
or contrary to applicable law, such invalidity or illegality shall not impair
the operation of or affect the remaining portions of this Subscription
Agreement.
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(f) Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Subscription Agreement as set forth in the text.
* *
Accredited
Investor Certification
(Initial
the appropriate box(es))
___ (i) I
am a
natural person who had individual income of more than $200,000 in each of the
most recent two years or joint income with my spouse in excess of $300,000
in
each of the most recent two years and reasonably expect to reach that same
income level for the current year (“income”, for purposes hereof, should be
computed as follows: individual adjusted gross income, as reported (or to be
reported) on a federal income tax return, increased by (1) any deduction of
long-term capital gains under section 1202 of the Internal Revenue Code of
1986
(the “Code”), (2) any deduction for depletion under Section 611 et seq. of the
Code, (3) any exclusion for interest under Section 103 of the Code and (4)
any
losses of a partnership as reported on Schedule E of Form 1040);
___ (ii) I
am a
natural person whose individual net worth (i.e.,
total
assets in excess of total liabilities), or joint net worth with my spouse,
will
at the time of purchase of the Shares be in excess of $1,000,000;
___ (iii) The
Purchaser is an investor satisfying the requirements of Section 501(a)(1),
(2)
or (3) of Regulation D promulgated under the Securities Act, which includes
but
is not limited to, a self-directed employee benefit plan where investment
decisions are made solely by persons who are “accredited investors” as otherwise
defined in Regulation D;
___ (iv) The
Purchaser is a trust, which trust has total assets in excess of $5,000,000,
which is not formed for the specific purpose of acquiring the Shares offered
hereby and whose purchase is directed by a sophisticated person as described
in
Rule 506(b)(ii) of Regulation D and who has such knowledge and experience in
financial and business matters that he is capable of evaluating the risks and
merits of an investment in the Shares;
___ (v) I
am a
director or executive officer of the Company; or
___ (vi) The
Purchaser is an entity (other than a trust) in which all of the equity owners
meet the requirements of at least one of the above
subparagraphs.
-9-
If
the
purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN
COMMON, or as COMMUNITY PROPERTY:
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the
purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or
TRUST:
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Number
of
Shares Purchased ______________ @ $0.10 Per Share
MAILING
INSTRUCTIONS: Please return this completed agreement to Garden State
Securities,
Inc., 0000 Xxxxx 000, Xxx. 000; Xxxx Xxxxxxxx, XX 00000. Attention: Syndicate
Department.
SUBSCRIPTION
ACCEPTED AND AGREED TO
this ____
day
of ___________,
2006
XXXXXX
LASER INC.
