PALOMAR MEDICAL TECHNOLOGIES, INC.
OFFSHORE STOCK SUBSCRIPTION AGREEMENT
This Stock Subscription Agreement (the "Agreement"), dated _____________, 1995, is entered into by and
between Palomar Medical Technologies, Inc., a Delaware corporation (the "Company", "PMTI," or "Seller"),
and ___________________________ a corporation/citizen under the laws of _______________ (the
The Company has offered for sale outside the United States, (as that term is defined in Regulation S ("Regulation
S") under the United States Securities Act of 1933, as amended (the "Act") to the Buyer certain securities as set
forth in paragraph 1 below.
The parties hereto agree as follows:
1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE
(a) Subscription. Upon the basis of the representations and warranties, and subject to the terms and conditions
set forth in this Agreement, the Seller covenants and agrees to sell to Buyer __________ shares of PMTI
Common Stock (the "Common Stock") for an aggregate amount of ($ US). The purchase price of the Common
Stock shall be 5% below the average closing bid price of the Common Stock from November 20, 1995 to
November 25, 1995, as reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"). For every two shares of Common Stock purchased, a warrant to purchase one share of
Common Stock (the "Warrant") will be issued expiring in three years at an exercise price of $5 per share of
Common Stock. The shares of Common Stock and the shares of Common Stock underlying the Warrants (the
"Shares") may be sold no earlier than 180 days after the closing date.
b. Form of Payment and Closing Date. Buyer shall pay the purchase price by delivering good funds in United
States Dollars to "Foley, Hoag & Eliot Client Funds Account", One Post Office Square, Boston, MA 02109 as
Escrow Agent. The closing of the offering shall take place on or before November 30, 1995 by delivery of the