LASER ENERGETICS, INC.
0000 Xxxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, Xxx Xxxxxx 00000
SUBSCRIPTION AGREEMENT
Xxxxxx Xxxxx, hereby agrees to purchase an aggregate of 1,204,819 shares
of Class A Common Stock, par value $0.01 (the "Shares") of Laser Energetics,
Inc., a Florida corporation (the "Company"), at $0.083 per share.
The Shares are purchased in consideration for my payment of an aggregate
purchase price of $100,000.00(the "Offer").
1. I represent the following:
(a) I have been given the opportunity to ask questions and receive answers
from Company management concerning the Offer and to examine the books and
records of the Company.
(b) I have sought such legal, accounting, business and tax advice as I
have considered necessary to make an informed investment decision regarding the
Offer.
(c) I am familiar with the past and proposed activities of the Company,
recognize that the Company has only 6 years of operating history in the business
activities in which it proposes to engage, and realize that an investment in the
Shares involves a high degree of risk.
2. I have been advised that, except as set forth in Section 3 below:
(a) there will be no public market for the Shares;
(b) it may not be possible to readily liquidate my investment;
(c) the Shares have not been registered under the Securities Act of 1933
(the "33 Act") or the applicable State law based on the exemptions from
registration contained in Section 4(2) of the '33 Act or Rule 504 promulgated
thereunder and the applicable State law, and the Company does not intend to
register the Shares under the '33 Act or to supply the information required to
enable me to make a sale of the Shares under Rule 144 promulgated under the Act;
(d) the Shares are subject to restrictions on transferability and resale
and may be transferred or resold except as permitted under the '33 Act and the
applicable State law, pursuant to registration or exemption therefrom; and
(e) neither the Securities and Exchange Commission nor the securities
commissioner of the applicable State has recommended or endorsed the purchase of
the Shares.
3. The Company agrees to file a registration statement on Form SB-2 to register
the Shares with the Securities and Exchange Commission, if and when the Company
files a registration statement on Form SB-2 for registration of the shares of
Class A Common Stock of the Company issued to iVoice, Inc. Contemporaneously
with the execution of this Subscription Agreement, I agree to execute the
Lock-Up Agreement in the form of Exhibit "A" attached hereto, and agree to
execute such other agreement restricting the transfer of the Shares as required
by Cornell Capital Partners, LP, or any of its successors or assigns or
substituted lenders or investors of the Company.
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signed by me and the Company.
13. I understand that there are 100,000,000 shares of Class A Common Stock and
3,000,000 shares of Class B Common Stock issued and outstanding as of the date
hereof. I acknowledge that as a shareholder of the Company I will not have any
preemptive rights with regard to additional securities to be issued by the
Company and that accordingly my proportional share of the outstanding shares of
the Common Stock will decrease following each new issuance of Common Stock by
the Company.
Subscriber's Registration and Mailing Address:
Xxxxxx Xxxxx
material omitted
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Street Address
pursuant to
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City, State, Zip Code
confidentiality request
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Telephone Number
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Social Security or Tax Identification Number
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as
of the 29 day of March, 2005.
Witness: Signature of Subscriber
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Subscription accepted by Laser Energetics, Inc.:
/s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
President/CEO
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