Form of Lead Investor Warrant for the Purchase of Shares of Common StockLaser Energetics Inc • May 5th, 2006 • New York
TECHNOLOGY LICENSE AGREEMENTLicense Agreement • May 5th, 2006 • Laser Energetics Inc • New Jersey
No. CCP-3 $1,070,479 LASER ENERGETICS, INC. Amended and Restated Secured Convertible Debenture Due February ___, 2009 This Amended and Restated Secured Convertible Debenture (the "Debenture") is issued by LASER ENERGETICS, INC., (f/k/a HAPPY FOOD...Laser Energetics Inc • May 5th, 2006
SUBSCRIBER: James Tucker LASER ENERGETICS, INC. 3535 Quakerbridge Road, Suite 700 Mercerville, New Jersey 08619 SUBSCRIPTION AGREEMENT James Tucker, hereby agrees to purchase an aggregate of 20,000 shares of Class A Common Stock, par value $0.001 per...Subscription Agreement • May 5th, 2006 • Laser Energetics Inc • New York
Recitals:Termination Agreement • May 5th, 2006 • Laser Energetics Inc
WITNESSETHSecurities Purchase Agreement • May 5th, 2006 • Laser Energetics Inc • New Jersey
WITNESS: IBIS PLAZA LLCLease • May 5th, 2006 • Laser Energetics Inc
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS February 13, 2006 Interstate Transfer Company 6084 So. 900 E.Ste. 101 Salt Lake City, Utah 84121 Attention: Janis Patterson RE: LASER ENERGETICS, INC. Ladies and Gentlemen: Reference is made to that certain...Securities Purchase Agreement • May 5th, 2006 • Laser Energetics Inc
SUBSCRIBER: Brian J. Mayer LASER ENERGETICS, INC. 3535 Quakerbridge Road, Suite 601 Mercerville, New Jersey 08619 SUBSCRIPTION AGREEMENT Brian J. Mayer, hereby agrees to purchase an aggregate of 88,542 shares of Class A Common Stock, par value $0.001...Subscription Agreement • May 5th, 2006 • Laser Energetics Inc • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MOREOVER, THIS NOTE IS NON-NEGOTIABLE AND, AS SUCH, NON-TRANSFERABLE. REGARDLESS OF WHETHER THIS NOTE CONTINUES TO BE NON-NEGOTIABLE OR IS AMENDED TO BE NEGOTIABLE, NO...Laser Energetics Inc • May 5th, 2006
RECITALSForbearance Agreement • May 5th, 2006 • Laser Energetics Inc
LETTERHEAD OF LASER ENERGETICS, INC.] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MOREOVER, THIS NOTE IS NON-NEGOTIABLE AND, AS SUCH, NON-TRANSFERABLE. REGARDLESS OF WHETHER THIS NOTE CONTINUES TO BE NON-NEGOTIABLE...Laser Energetics Inc • May 5th, 2006
Warrant for the Purchase of Shares of Common StockLaser Energetics Inc • May 5th, 2006 • New York
LETTERHEAD OF LASER ENERGETICS, INC.] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MOREOVER, THIS NOTE IS NON-NEGOTIABLE AND, AS SUCH, NON-TRANSFERABLE. REGARDLESS OF WHETHER THIS NOTE CONTINUES TO BE NON-NEGOTIABLE...Laser Energetics Inc • May 5th, 2006
LOCK-UP AGREEMENT LASER ENERGETICS, INC. The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the earlier of (i) December 22, 2008, and (ii) the date that all amounts owed to Cornell Capital Partners, LP (the...Lock-Up Agreement • May 5th, 2006 • Laser Energetics Inc
The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the earlier of (i) December 22, 2008, and (ii) the date that all amounts owed to Cornell Capital Partners, LP (the "Investor"), or any successors or assigns, under the Secured Convertible Debentures issued to the Investor pursuant to the Amended and Restated Securities Purchase Agreement between Laser Energetics, Inc. (the "Company") and the Investor dated on or about the date hereof have been paid (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or su
SUBSCRIBER: Dr. Max M. Behr LASER ENERGETICS, INC. 3535 Quakerbridge Road, Suite 700 Mercerville, New Jersey 08619 SUBSCRIPTION AGREEMENT Dr. Max M. Behr, hereby agrees to purchase an aggregate of 60,241 shares of Class A Common Stock, par value...Subscription Agreement • May 5th, 2006 • Laser Energetics Inc • New York
LETTERHEAD OF LASER ENERGETICS INC.] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MOREOVER, THIS NOTE IS NON-NEGOTIABLE AND, AS SUCH, NON-TRANSFERABLE. REGARDLESS OF WHETHER THIS NOTE CONTINUES TO BE NON-NEGOTIABLE...Laser Energetics Inc • May 5th, 2006
AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 13, 2006, by and among LASER ENERGETICS, INC., (f/k/a HAPPY FOOD CORPORATION) an Oklahoma...Investor Registration Rights Agreement • May 5th, 2006 • Laser Energetics Inc • New Jersey
SUBSCRIBER: MAX M. BEHR LASER ENERGETICS, INC. 3535 Quakerbridge Road, Suite 601 Mercerville, New Jersey 08619 SUBSCRIPTION AGREEMENT MAX M. BEHR, hereby agrees to purchase an aggregate of 36,145 shares of Class A Common Stock, par value $0.001 per...Laser Energetics Inc • May 5th, 2006 • New York
RECITALS:Pledge and Escrow Agreement • May 5th, 2006 • Laser Energetics Inc • New Jersey
LETTERHEAD OF LASER ENERGETICS, INC.] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MOREOVER, THIS NOTE IS NON-NEGOTIABLE AND, AS SUCH, NON-TRANSFERABLE. REGARDLESS OF WHETHER THIS NOTE CONTINUES TO BE NON-NEGOTIABLE...Laser Energetics Inc • May 5th, 2006
LASER ENERGETICS, INC. 3535 Quakerbridge Road, Suite 601 Mercerville, New Jersey 08619 SUBSCRIPTION AGREEMENTSubscription Agreement • May 5th, 2006 • Laser Energetics Inc
LEASELease Agreement • May 5th, 2006 • Laser Energetics Inc • New Jersey
LASER ENERGETICS, INC. The undersigned hereby agrees that for a period commencing on November ___, 2005 and expiring on the date that all amounts owed to Cornell Capital Partners, LP (the "Investor"), or any successors or assigns, under the Secured...Laser Energetics Inc • May 5th, 2006
The undersigned hereby agrees that for a period commencing on November ___, 2005 and expiring on the date that all amounts owed to Cornell Capital Partners, LP (the "Investor"), or any successors or assigns, under the Secured Convertible Debentures issued to the Investor pursuant to the Amended and Restated Securities Purchase Agreement between Laser Energetics, Inc. (the "Company") and the Investor dated February 13, 2006 have been paid (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficia
SUBSCRIBER: Dr. Max Behr LASER ENERGETICS, INC. 3535 Quakerbridge Road, Suite 700 Mercerville, New Jersey 08619 SUBSCRIPTION AGREEMENT Dr. Max Behr, hereby agrees to purchase an aggregate of 120,482 shares of Class A Common Stock, par value $0.001 per...Laser Energetics Inc • May 5th, 2006 • New York
THE SECURITIES TO BE ISSUED BY HAPPY FOOD CORPORATION UNDER THIS EXCHANGE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), IN RELIANCE UPON SECTION 4(2) AND OTHER EXEMPTIONS UNDER THE 1933 ACT....Agreement and Plan of Share • May 5th, 2006 • Laser Energetics Inc • Oklahoma
LASER ENERGETICS, INC. The undersigned hereby agrees that for a period commencing on December 1, 2005 and expiring on the date that all amounts owed to Cornell Capital Partners, LP (the "investor"), or any successors or assigns, under the Secured...Laser Energetics Inc • May 5th, 2006
The undersigned hereby agrees that for a period commencing on December 1, 2005 and expiring on the date that all amounts owed to Cornell Capital Partners, LP (the "investor"), or any successors or assigns, under the Secured Convertible Debentures issued to the Investor pursuant to the Amended and Restated Securities Purchase Agreement between Laser Energetics, Inc. (the "Company") and the Investor dated February 13, 2006 have been paid (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of the 500,000 shares of the Company's Class A. Common Stock represented by Stock Certificate #352 (collectively, the "Securities").
SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated effective as of October 29, 2004 (this "Security Agreement"), is entered into by and between Laser Energetics, Inc., a Florida corporation (the "Borrower"), and Arisawa Manufacturing Co., Ltd., a...Security Agreement • May 5th, 2006 • Laser Energetics Inc • New York
EXHIBIT "A"Lock-Up Agreement • May 5th, 2006 • Laser Energetics Inc • New York
EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made this 1st day of November, 2004 by Laser Energetics, Inc., a Florida corporation (the "Employer"), and Robert D. Battis, an individual residing at 6 Princeville Court, Skillman,...Employment Agreement • May 5th, 2006 • Laser Energetics Inc • New Jersey
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MOREOVER, THIS NOTE IS NON-NEGOTIABLE AND, AS SUCH, NON-TRANSFERABLE. REGARDLESS OF WHETHER THIS NOTE CONTINUES TO BE NON-NEGOTIABLE OR IS AMENDED TO BE NEGOTIABLE, NO...Laser Energetics Inc • May 5th, 2006
EXHIBIT "A"Lock-Up Agreement • May 5th, 2006 • Laser Energetics Inc • New York
W I T N E S S E T H:Assignment and Assumption of Employment Agreement • May 5th, 2006 • Laser Energetics Inc
THIS ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT (this "Assignment") dated as of June 1, 2005, is made by and between Laser Energetics, Inc., a Florida corporation (the "Assignor"), and Laser Energetics, Inc., an Oklahoma corporation (the "Assignee").
EXHIBIT "A"Lock-Up Agreement • May 5th, 2006 • Laser Energetics Inc • New York
SUBSCRIBER: Victor D. Cohen LASER ENERGETICS, INC. 3535 Quakerbridge Road, Suite 700 Mercerville, New Jersey 08619 SUBSCRIPTION AGREEMENT Victor D. Cohen, hereby agrees to purchase an aggregate of 100,000 shares of Class A Common Stock, par value...Laser Energetics Inc • May 5th, 2006 • New York
