LANTIS LASER INC. (a Nevada corporation) SUBSCRIPTION APPLICATION AND AGREEMENT
XXXXXX
LASER INC.
(a
Nevada corporation)
XXXXXX
LASER INC.
SUBSCRIPTION
INSTRUCTIONS
|
1.
|
Please
complete, date and sign this Subscription Application and Agreement.
By
doing so, the Subscriber applies to purchase 5% Convertible Notes
(“Convertible Notes”) in Xxxxxx Laser Inc. (the
“Company”).
|
|
2.
|
Please
keep a copy of all completed and signed documents for your
records.
|
|
3.
|
Please
send the original of your completed, dated and signed Subscription
Application and Agreement to: Garden
State Securities, Inc., 0000 Xxxxx 000, Xxxxx. 000, Xxxx Xxxxxxxx,
XX
00000, Att’n: Xx. Xxxxxxx Xxxxx.
|
| 4. |
The
Subscriber shall make payment to purchase $____________________ face
value
of the Convertible Notes as follows (check applicable box and complete
section):
|
| o |
(a)
by enclosing a check, payable to “X.X. Xxxxxx Xxxxx Bank, N.A. as Escrow
Agent for Xxxxxx Laser Inc.” (the “Escrow Account”) in the amount of
$__________.
|
|
¨
|
(b)
by enclosing written authorization to transfer $ _____________
by
wire from Subscriber’s Garden State Securities, Inc. account, or by wiring
$______________ from
the Subscriber’s bank or brokerage account to:
Xxxxxx
Laser Inc.,
c/o X.X.
Xxxxxx Chase Bank, N.A.,
ABA No. 021
000 021,
Account Xx.
000 000 000 (Xxxxxx Xxxxx/Xxxxxx Xxxxx Securities),
Attn: Xxxx
Xxxxxx.
|
|
5.
|
If
your subscription is accepted, an officer of the Company will countersign
your Subscription Application and Agreement to confirm your admission
to
the Company and will send you a copy of the fully-executed signature
page.
Your payment will be returned promptly if your subscription is not
accepted.
|
CONFIDENTIALITY:
Information furnished in your Subscription Application and Agreement will be
kept strictly confidential, except that the Placement Agent may present the
information to such regulatory bodies or other parties as may be appropriate
to
establish the availability of exemptions from certain securities law
registration requirements or the compliance of the Company with applicable
securities laws.
QUESTIONS:
Please
contact Xx. Xxxxxxx Xxxxx of the Placement Agent,
at
(000) 000-0000, or by fax to (000) 000-0000.
XXXXXX
LASER INC.
|
Please
provide information as to the individual or entity who will be
the legal
owner of the Convertible Notes (“Subscriber”).
|
|
If
you have any doubt as to the meaning or implication of any of the
terminology or the significance of any of the questions, please
contact
Xx. Xxxxxxx Xxxxx of the Placement Agent,
at (000) 000-0000, or by fax to (000) 000-0000.
|
|
If
the answer to any question is “None” or “Not Applicable,” please so
state.
|
I.
SUBSCRIBER INFORMATION
GENERAL
INFORMATION
Full
Legal Name of Subscriber:
__________________________________________________________
Subscriber’s
SOCIAL
SECURITY NO.
or, if
an entity, TAXPAYER
I.D. NO.:
_________________
Please
complete ONE
of the following subsections
| a) |
Individual
(please check one): ¨
Individual;
¨
Joint
Tenants / Tenants in Common; ¨
XXX.
|
After
completing, please proceed to question d)
|
Address:
|
Phone:
|
|||
|
Fax:
|
||||
|
Email:
|
||||
|
Joint
Subscriber (if applicable)
|
|
Address:
|
Phone:
|
|||
|
Fax:
|
||||
|
Email:
|
||||
|
Joint
subscriber is spouse: o
Yes o
No
|
| b) |
Entity
(please check one): o Corporation; o Company; o Limited
Liability Company;
o Investment
Trust or Business Trust; o Public
Foundation;
o Private
Foundation; o Endowment;
o Other
(specify) ________________________________________
|
After
completing, please proceed to question d)
|
Contact Person:
|
||
|
Address:
|
Phone:
|
|||
|
Fax:
|
||||
|
Email:
|
||||
|
Jurisdiction of Organization:
|
|
|
Principal Place of Business:
|
| c) |
Benefit
Plans
/
Trust
(please check one): o
Employee Benefit
Plan or Trust;
o Revocable Trust; o Irrevocable
Trust;
¨ Other
(specify) ______________________________________
|
After
completing, please proceed to question d)
|
Trustee:
|
||
|
Trust Address:
|
Phone:
|
|||
| Fax: | ||||
| Email: | ||||
| d) |
All
Subscribers should check the applicable box or boxes below to indicate
the
nature of their pre-existing business relationship with the Company
or the
Placement Agent, or any individual that is employed by or associated
with
either of those companies.
|
|
o BROKERAGE
ACCOUNT WITH GARDEN STATE SECURITIES, INC.
|
|
o MADE
PRIOR
INVESTMENT THROUGH GARDEN STATE SECURITIES, INC.
|
|
o PERSONAL
RELATIONSHIP WITH OR ACQUAINTANCE OF EMPLOYEE OR ASSOCIATE OF XXXXXX
LASER
INC. OR GARDEN STATE SECURITIES, INC.
|
|
o SHAREHOLDER
IN XXXXXX LASER INC.
|
|
o EMPLOYEE
OF
XXXXXX LASER INC. OR GARDEN STATE SECURITIES, INC.
|
|
o OTHER
(PLEASE DESCRIBE)
_____________________________________________________.
|
II.
FINANCIAL QUALIFICATIONS
a) Each
Subscriber must be an “Accredited Investor” within the meaning of the U.S.
Securities Act of 1933, as amended (the “Securities
Act”).
Please
check all boxes below that describe Subscriber.
INDIVIDUALS
|
¨
|
INDIVIDUAL
WITH $1 MILLION NET WORTH.
A
natural person whose individual net worth, or joint net worth with
his or
her spouse, exceeds
$1 million.
|
|
¨
|
SPECIFIED
INCOME.
A
natural person who (i) in each of the preceding two years had
individual income in excess of $200,000 or had joint income with
his or
her spouse in excess of $300,000 and
(ii) HAS
a
reasonable expectation of reaching that minimum income level in
the
current year.
|
|
¨
|
XXX
OR SIMILAR BENEFIT PLAN.
An XXX, Xxxxx or similar benefit plan that covers only a natural
person
who (i) has an individual net worth, or joint net worth with his or
her spouse, of at least $1 million or
(ii) would qualify under the category of “Specified Income,”
above.
|
ENTITIES
|
¨
|
CORPORATION
OR COMPANY.
A
corporation, company, or similar entity that (i) has at least
$5 million of assets and
(ii) was not formed for the specific purpose of acquiring Convertible
Notes.
|
|
¨
|
NON-PROFIT
ENTITY.
An
organization described in Section 501(c)(3) of the Internal Revenue
Code,
as amended, with total assets in excess of $5 million (including
endowment, annuity and life income funds), as shown by the organization’s
most recent audited financial statements.
|
|
¨
|
ENTITY
OWNED ENTIRELY BY ACCREDITED INVESTORS.
A
corporation, company, or similar entity each
of
whose equity owners is either a natural person whose individual
net worth,
or joint net worth with his or her spouse, exceeds $1 million or an
entity each of whose equity owners meets this
test.
|
|
¨
|
OTHER
ENTITY INVESTOR (check
one).
Any of the following entities that has a net worth of at least
$1
million:
|
|
¨
|
a
bank, as defined in Section 3(a)(2) of the Securities Act (whether
acting
for its own account or in a fiduciary
capacity);
|
|
¨
|
a
savings and loan association or similar institution, as defined
in Section
3(a)(5)(A) of the Securities Act (whether acting for its own account
or in
a fiduciary capacity);
|
|
¨
|
a
broker-dealer registered under the Exchange
Act;
|
|
¨
|
an
insurance company, as defined in Section 2(13) of the Securities
Act;
|
|
¨
|
an
investment company registered under the Investment Company Act
of
1940;
|
|
¨
|
a
“business development company,” as defined in Section 2(a)(48) of the
Investment Company Act;
|
|
¨
|
a
small business investment company licensed under Section 301(c)
or (d) of
the Small Business Investment Act of 1958, as amended; or
|
|
¨
|
a
“private business development company” as defined in Section 202(a)(22) of
the Advisers Act.
|
SELF-DIRECTED
AND OTHER BENEFIT PLANS
|
¨
|
PARTICIPANT-DIRECTED
EMPLOYEE BENEFIT PLAN ACCOUNT.
A
participant-directed employee benefit plan (e.g.,
many 401(k) plans), investing at the direction of and for the account
of a
participant who (i) has an individual net worth, or joint net worth
with his or her spouse, of at least $1.5 million or
(ii) would qualify under the category of “Specified Income,”
above.
|
|
¨
|
OTHER
ERISA PLAN.
An
employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”),
(other
than
a
participant-directed plan) or a plan established and maintained
by a
state, its political subdivisions, or any agency or instrumentality
of a
state or its political subdivisions, for the benefit of its employees,
if
such plan (i) has a net worth of at least $1 million and
(ii)(A) has total assets of at least $5 million or
(B) if an ERISA plan (i.e.,
not a government plan), the decision to purchase Convertible Notes
is
being made by a bank, registered investment adviser, savings and
loan
association or insurance company.
|
TRUSTS
|
¨
|
REVOCABLE
TRUST.
A
trust that is revocable by its grantors and each
of
whose grantors is a natural person whose individual net worth, or
joint net worth with his or her spouse, exceeds $1
million.
|
|
¨
|
IRREVOCABLE
TRUST.
A
trust (other
than
an
employee benefit plan) that (i) is not revocable by its grantor(s),
and
(ii) has at least $5 million of assets, and
(iii) was not formed to acquire Convertible Notes, and
(iv) is directed by a person who has sufficient knowledge and
experience in financial and business matters to be capable of evaluating
the merits and risks of an investment in the
Company.
|
b)
Please
list all educational institutions you have attended (at or above college level),
and indicate the dates
attended
and the degree(s), if any, obtained from each.
|
From
|
To
|
Institution
|
Degree
|
|||
c)
Indicate
your principal business experience or other occupations during the last five
years (please also indicate if you are self-employed). Please list your present,
or most recent, position first and the others in reverse chronological order.
(If retired, please provide such information for the five years prior to
retirement.)
|
From
|
To
|
Name
and Address (City
and
State) of Employer
|
Position
|
|||
|
|
||||||
d)
Indicate
by check xxxx which of the following categories best describes the extent of
your prior experience in the areas of investment listed below:
|
Substantial
|
Some
|
No
|
|||
|
Experience
|
Experience
|
Experience
|
|||
|
Marketable
securities
|
o
|
o
|
o
|
||
|
Securities
for which
|
|||||
|
no
public market exists
|
o
|
o
|
o
|
For
those
investments for which you indicated “substantial experience” or “some
experience”, please answer the following additional questions by checking the
appropriate box: Do you make your own investment decisions with respect to
such
investments?
| o Always | o Frequently | o Usually | o Rarely |
e)
Please
provide in the space below any additional information which would indicate
that
you have sufficient knowledge and experience in financial and business matters
so that you are capable of evaluating the merits and risks of investing in
restricted securities of a private enterprise such as the Company.
f)
Do
you
have adequate means of providing for your current needs and personal
contingencies and have no need for scheduled distributions or liquidity in
this
investment?
|
Yes
|
No
|
|
¨
|
¨
|
g)
Are
you
aware that the proposed subscription for Convertible Notes will involve
non-marketable, non-transferable securities requiring your capital investment
to
be maintained for an indefinite period of time?
|
Yes
|
No
|
|
¨
|
¨
|
III.
TERMS AND CONDITIONS
|
The
following provisions are the terms and conditions on which the
Subscriber
subscribes for the purchase of Convertible Notes. By signing the
signature
page to this Subscription Application and Agreement, Subscriber
accepts
these terms and conditions
herein.
|
1.Application
to Subscribe for Convertible Notes.
The
undersigned (“Subscriber”)
hereby
offers to purchase Convertible Notes in the
Company in
the
amount set forth on the signature page to this Subscription Application and
Agreement and to be bound by the terms and conditions stated herein. Subscriber
agrees that (a) the Placement Agent may reject Subscriber’s offer to
purchase Convertible Notes for any reason; and (b) as of the date
designated by the Placement Agent when (if at all) the Placement Agent accepts
this Subscription Application and Agreement and Subscriber’s subscription funds
on behalf of the Company, Subscriber shall become obligated under the terms
and
conditions of this document.
2.Taxpayer
Identification Number; No Backup Withholding.
Under
penalty of perjury, Subscriber certifies (i) that the taxpayer
identification number being supplied herewith by Subscriber is Subscriber’s
correct taxpayer identification number, and (ii) that Subscriber is not
subject to backup withholding under Section 3406(a)(1)(c) of the Internal
Revenue Code.1
3.Transfer
Restrictions.
Subscriber understands that Subscriber must hold the Convertible Notes for
an
indefinite period of time, that no market is ever likely to develop for the
Convertible Notes, and that transfers of Convertible Notes are subject to
restrictions under the Securities Act. Subscriber further understands that
the
shares into which the Convertible Notes can be converted shall also remain
subject to substantial restrictions on transfer unless and until the Company
is
successful in getting such shares registered for sale in accordance with the
applicable provisions of the Securities Act. Subscriber agrees that
(1) Subscriber will not attempt to transfer any Convertible Notes in
violation of the transfer restrictions; and (2) the Company may note the
transfer restrictions in its records and on any certificate representing the
Convertible Notes and may refuse to recognize any transfer which violates the
transfer restrictions, or any proposed transfer for which the Company has not
received an acceptable opinion of counsel stating that the proposed transfer
will not violate the transfer restrictions.
4.Representations
and Warranties of Subscriber.
Subscriber hereby acknowledges, represents, warrants and agrees with the Company
and the Placement Agent as follows:
1If
Subscriber cannot make this representation, please contact the Placement
Agent.
A. Subscriber
has received and read this Subscription Application and Agreement, the Company’s
Confidential Private Placement Memorandum dated March 6, 2007 (the
“Memorandum”), and confirms that all documents, records and books pertaining to
the investment in the Company that were requested by Subscriber have been made
available or delivered to Subscriber.
B. Subscriber
has had an opportunity to ask questions of and receive answers from a
representative of the Placement Agent or the Company concerning the terms and
conditions of this Subscription Application and Agreement, and the business
of
the Company.
C. Subscriber
acknowledges and understands that the Convertible Notes (and the common stock
purchase warrants associated therewith) have not been registered under the
Securities Act, and are being offered and sold under the exemption from
registration provided for in Section 4(2) and/or under Regulation D of the
Securities Act, and that this transaction has not been reviewed by, passed
on,
or submitted to, any Federal or state agency or self-regulatory organization
and
that Subscriber is acquiring Convertible Notes solely upon the information
provided in the Memorandum and the exhibits thereto.
D. The
Convertible Notes for which Subscriber hereby subscribes are being acquired
solely for his, her or its account, for investment, and are not being purchased
with a view to or for the resale, distribution, subdivision or fractionalization
thereof. Subscriber has sufficient knowledge and experience in financial and
business matters to enable Subscriber to evaluate the merits and risks of an
investment in the Convertible Notes, and has not relied on the Placement Agent
or anyone acting on its behalf for tax or economic advice in making the decision
to subscribe for the Convertible Notes. Subscriber has been advised to consult
with Subscriber’s own attorney regarding legal matters concerning the Company
and to consult with Subscriber’s own tax advisor regarding the tax consequences
of participating in the Company.
E. Subscriber
acknowledges and is aware of the following: (i) the Company was formed in 2004
(upon taking control of an inactive public company and changing its name to
Xxxxxx Laser Inc.) to exploit the applications of new and patented advanced
technologies in the dental field, and has limited financial and operating
history; (ii) the Company’s current and proposed future business activities are
highly speculative in nature and this investment is subject to the risks, among
others, as are described under the caption “Certain Risk Factors” in the
Memorandum; (iii) there are substantial restrictions on the transferability
of
the Convertible Notes (and, unless and until registered in accordance with
the
requirements of the Securities Act, on the transferability of company common
stock into which the Convertible Notes can be converted); (iv) the Convertible
Notes will not be, and Subscribers will have no rights to require that the
Convertible Notes be, registered under the Securities Act and there will be
no
public market for the Convertible Notes; (v) it may not be possible for
Subscriber to liquidate his, her or its investment in the Company; and (vi)
the
tax effects which may be expected by Subscriber are not susceptible to precise
prediction and future legislation, future rulings of the Internal Revenue
Service and court decisions may have an adverse effect on one or more of the
tax
consequences elected by the Company.
F. Neither
the Placement Agent nor anyone on its behalf has made any representations
(whether written or oral) to Subscriber (i) regarding the future performance
of
the Company, or (ii) that the past performance or experience on the part of
the
Company or any of its affiliates may be relied upon in any way to predict or
indicate the investment results to be achieved by the Company.
G. Subscriber
acknowledges that neither the Placement Agent nor any other person acting on
its
behalf has offered to sell Convertible Notes to Subscriber by means of any
form
of general solicitation or general advertising.
I. USA
Patriot Act Representations.
Subscribers
are directed to review the OFAC website at www.treas.gov.ofac
before
making the following representations.
The
subscriber represents that the amounts contributed by it to the Company were
not
and are not directly or indirectly derived from activities that may contravene
federal, state or international laws and regulations, including anti-money
laundering laws and regulations.
Federal
regulations and executive Orders administered by the U.S. Treasury Department’s
Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the
engagement in transaction with, and the provision of services to, certain
foreign countries, territories, entities and individuals. The lists of OFAC
prohibited countries, territories, persons and entities can be found at the
OFAC
website. In addition, the programs administered by OFAC prohibit dealing with
individuals or entities in certain countries regardless of whether such
individuals or entities appear on the OFAC lists.
The
subscriber hereby represents that, to the best of his, her or its knowledge,
neither of:
|
1.
|
the
subscriber;
|
|
|
2.
|
any
person controlling or controlled by the subscriber;
|
|
|
3.
|
if
the subscriber is a privately held entity, any person having
a beneficial interest in the subscriber; or
|
|
|
4.
|
any
person for whom the subscriber is acting as agent or
nominee connection with this
investment.
|
is
a
country, territory, individual, or entity named on the OFAC list, nor is a
person or entity prohibited under the OFAC programs.
If
an
existing subscriber cannot make these representations, the Company may require
the withdrawal of its Convertible Notes. The subscriber agrees promptly to
notify the Placement Agent should the subscriber become aware of any change
in
the information set forth in the representations. The subscriber is advised
that, by law, the Company may be required to disclose the identity of the
subscriber to OFAC.
NOTE:
ALL SUBSCRIBERS MUST PROVIDE A CURRENT VALID DRIVER’S LICENSE OR PASSPORT AT THE
TIME THEY SUBMIT THEIR SIGNED SUBSCRIPTION AGREEMENT.
5.Indemnification.
Subscriber agrees to indemnify and hold harmless the Company and the Placement
Agent, and each of their employees, agents, and attorneys, from and against
any
and all loss, liability, claims, damage, and expense (including any expense
reasonably incurred in investigating, preparing or defending against any
litigation commenced or threatened or any claim whatsoever) related to any
false
representation or warranty or any breach of agreement by Subscriber contained
herein or in any other document furnished by the Subscriber to the Company
or
the Placement Agent in connection with the purchase of Convertible
Notes.
6.Application
Binding on Subscriber’s Successors.
The
representations, warranties and agreements in this Subscription Application
and
Agreement shall be binding on Subscriber’s successors, assigns, heirs and legal
representatives and shall inure to the benefit of the respective successors
and
assigns of the Company and the Placement Agent.
7.Arbitration.
Any
controversy between Subscriber and the Company or the Placement Agent involving
the Company, or this Subscription Application and Agreement, will be submitted
to arbitration on the request of any party to any such controversy in Monmouth
County, New Jersey. The arbitration will comply with and be governed by the
provisions of the commercial arbitration rules of the American Arbitration
Association and no party to any such controversy shall be entitled to any
punitive damages. Judgment may be entered upon any award granted in any such
arbitration in any court of competent jurisdiction in
the
county and state in which the Placement Agent maintains its principal office
at
the
time the award is rendered. By signing this Subscription Application and
Agreement, Subscriber agrees to waive his, her or its right to seek remedies
in
court, including any right to a jury trial; provided,
however,
that
nothing in this paragraph will constitute a waiver of any right any party to
this Subscription Application and Agreement may have to choose a judicial forum
to the extent such a waiver would violate applicable law.
8.
Governing Law.
This
Subscription Application and Agreement shall be governed by the laws of the
State of New
Jersey as
such
laws are applied to agreements that are made in New
Jersey by
New
Jersey residents
and that are to be performed wholly within New
Jersey,
excluding the conflict-of-laws rules of New
Jersey.
SUBSCRIPTION
AMOUNT:
Subscriber hereby agrees to invest the following amount in Convertible Notes
in
Xxxxxx Laser Inc.:
$________________________________
Subscriber
represents and warrants that the information provided above is true and correct
in all material respects. By signing below, Subscriber agrees to purchase the
Company’s Convertible Notes under the terms and conditions of this Subscription
Application and Agreement.
Subscriber has received and read this Subscription Application and Agreement.
Each person signing below represents and warrants that he, she or it has all
requisite power and authority to execute this Subscription Application and
Agreement.
SIGNATURE
|
SIGNATURE
FOR INDIVIDUAL, XXX OR SELF- DIRECTED PLAN
SUBSCRIBER:
|
SIGNATURE FOR COMPANY, CORPORATION, TRUST OR OTHER ENTITY SUBSCRIBER: | ||
|
(Signature)
|
(Signature)
|
||
|
(Print
Name)
|
(Print
Name)
|
||
|
(Signature
of Joint Subscriber, if any)
|
(Print
Title of Person Signing)
|
||
| Date: |
|
||
|
(Print
Name of Joint Subscriber, if any)
|
|||
Date:
______________________________
ACCEPTED:
XXXXXX
LASER INC.
|
BY:
|
|
|
Xxxx Xxxxx, Chairman and Chief Executive Officer
|
ADDITIONAL
REPRESENTATION WITH RESPECT TO
INVESTMENT
BY AN XXX OR SELF-DIRECTED PENSION PLAN
(Please
complete this only if you are an XXX or Self-Directed Pension Plan
investor)
If
the
Subscriber is an XXX or self-directed pension plan, the individual who
established the XXX or the individual who directed the pension plan’s
investments in the Company, as the case may be, the “Fiduciary”: (i) has
directed the custodian or trustee of the Subscriber to execute this Agreement
on
the signature line set forth on the previous page, and (ii) has signed below
to
indicate that he or she has reviewed, directed and certifies to the accuracy
of
the representations and warranties made by the Subscriber herein.
|
|
|
Name
|
|
|
|
Signature
|
|
and
Contact Individual:
|
|
|
|
|
|
|
|
Account
or other Reference Number:
|
|
|
|
Custodian’s
Tax I.D. Number:
|
|
|
