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SUBSCRIPTION AGREEMENT
PALOMAR MEDICAL TECHNOLOGIES, INC.
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE
THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER SECTIONS 4(2) AND 4(6)
OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS SUBSCRIPTION
AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN
OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE "RESTRICTED" AND MAY NOT
BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.
IN REACHING THE CONCLUSION THAT SUBSCRIBER DESIRES TO PURCHASE THE
DEBENTURES, SUBSCRIBER HAS CAREFULLY EVALUATED SUBSCRIBER'S FINANCIAL
RESOURCES AND INVESTMENT POSITION, AND THE RISKS ASSOCIATED WITH THIS
INVESTMENT, AND ACKNOWLEDGES THAT THE DEBENTURES INVOLVE A HIGH DEGREE OF
RISK AND THAT SUBSCRIBER COULD LOSE THE ENTIRE INVESTMENT.
This Subscription Agreement (the "Agreement") is executed by the undersigned (the "Subscriber") in connection
with the offer and subscription by the undersigned to purchase 6% Convertible Debentures Due
_____________, 2002 (5 years from Closing Date), with all interest due at maturity ("Debentures") of Palomar
Medical Technologies, Inc., a Delaware corporation (the "Company") in an aggregate principal amount of
$_________________ U.S. The terms on which the Debentures may be converted into Common Stock (such
Common Stock underlying the Debentures being referred to herein as (the "Shares") and the other terms of the
Debentures are set forth therein and in Sections herein. This Subscription and, if accepted by the Company, the
offer and sale of Debentures and the Shares (collectively, the "Securities"), are being made in reliance upon the
provisions of Sections 4(2) and 4(6) of the United States Securities Act of 1933, as amended (the "Act"). The
undersigned, in order to in