FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT ("Agreement"), made and entered into as of the
22nd day of December, 2005, by and among Laser Energetics, Inc., an Oklahoma
corporation ("Company") and XXXXX XXXXXXXXX (the "Creditor").
RECITALS
WHEREAS, the Creditor has made or may in the future make, certain loans to
the Company, including loans made by the Creditor to Laser Energetics, Inc., a
Florida corporation (LEI(Fl)) in the aggregate outstanding principal amount as
of October 31, 2005 of $69,597.00, which obligations have or will be assumed to
the Company (the "Creditor Obligations"); and
WHEREAS, Cornell Capital Partners, LP (the "Investor") and the Company are
about to enter into a certain Amended and Restated Securities Purchase Agreement
to be dated on or about November 30, 2005 (the "Purchase Agreement"), pursuant
to which the Company will issue to the Investor a Secured Convertible Debenture
in the original principal amount of approximately $1,200,000.00 (the
"Debenture") (the "Investor Obligations"); and
WHEREAS, the Creditor has agreed to subordinate the Creditor Obligations
to the Investor Obligations as set forth below.
A. NOW, THEREFORE, in consideration of the mutual promises and benefits
hereinafter set forth, and of other good and valuable consideration, the
Creditor covenants and agrees that (i) no payments due or to become due on the
Creditor Obligations shall be paid, and no payment on account thereof, and (ii)
Creditor will not exercise any rights or remedies which the Creditor may have in
connection with the Creditor Obligations unless and until the Company has paid
and satisfied in full the Investor Obligations.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
LASER ENERGETICS, INC., an Oklahoma
corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Chief Executive Officer
/s/ Xxxxx Xxxxxxxxx
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XXXXX XXXXXXXXX
