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 "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 subscribe for any
common stock (whether or not beneficially owned by the undersigned), or any
beneficial interest therein (collectively, the "Securities") except that the
undersigned shall be entitled to sell, at any time and from time to time, an
amount of the Company's Class A Common Stock, par value $.001 (the "Common
Stock") so that the aggregate amount of all of Common Stock sold in any one
calendar month by the Estate of Xxxxxx Xxxxxxx and all of the beneficiaries
thereof, the Estate of Xxxx Xxxxxxx and all of the beneficiaries thereof, and
Xxxxxxx Xxxxxxx, is not more than $5,000.00 (the "Maximum Monthly Sale Amount").
Notwithstanding the foregoing, the undersigned may transfer the Undersigned's
Securities (a) as a bona fide gift or gifts, provided that the donee or donees
thereof agree to be bound in writing by the restrictions set forth herein, (b)
to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound in writing by the restrictions set forth herein, and provided
further that any such transfer shall not involve a disposition for value, or (c)
pursuant to will, intestate succession, or otherwise under the probate laws. For
purposes of this Agreement, "immediate family" shall mean any relationship by
blood, marriage or adoption, not more remote than first cousin.
The Company is hereby authorized to disclose the existence of this Agreement to
its transfer agent. The Company and its transfer agent are hereby authorized to
decline to make any transfer of the Securities if such transfer would constitute
a violation or breach of this Agreement. In order to enable the aforesaid
covenants to be enforced, the undersigned hereby consents to the placing of
legends and/or stop-transfer orders with the transfer agent of the Company's
securities with respect to any of the Securities registered in the name of the
undersigned or beneficially owned by the undersigned. The Company agrees to
cooperate with the undersigned to promptly provide any documentation necessary
to remove any such legends placed on shares that are being transferred in
accordance with this Agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE TO FOLLOW]
Dated as of December 20, 2005 THE ESTATE OF XXXX XXXXXXX
By: /s/ Xxxxxxxx X. Xxxxxxx for the
Estate of Xxxx Xxxxxxx, deceased
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Name: Xxxxxxxx X. Xxxxxxx
Address: material omitted pursuant to
City, State, Zip Code: confidentiality
request
applied for
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Print Taxpayer ID Number
LASER ENERGETICS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President & CEO
