EXHIBIT "A"
LOCK-UP AGREEMENT
THIS AGREEMENT (this "Agreement") is dated as of January 25, 2006 by and
among Laser Energetics, Inc., an Oklahoma corporation (the "Company"), and the
undersigned stockholder of the Company (the "Stockholder").
WHEREAS, to induce the Company to enter into the Subscription Agreement
dated as of the date hereof (the "Subscription Agreement") between the Company
and the Stockholder, the Stockholder has agreed not to sell any shares of the
Company's class A common stock, $.001 par value per share (the "Common Stock"),
that such Stockholder presently owns or may acquire after the date hereof,
except in accordance with the terms and conditions set forth herein. Capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the Subscription Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereto intending to be legally bound agree
as follows:
1. Restriction on Transfer. The Stockholder hereby agrees with the Company
that during the Restricted Period (as defined below) the Stockholder shall not
(x) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder or otherwise transfer or dispose of
(collectively, "Transfer"), directly or indirectly, any shares of Common Stock
or other capital stock of the Company or any securities convertible into or
exercisable or exchangeable for any shares of Common Stock or other capital
stock of the Company (collectively, the "Securities") or (y) enter into any swap
or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Securities of the Company, or
publicly announce an intention to effect any such transaction (regardless of
whether any of the transactions described in clause (x) or (y) is to be settled
by the delivery of Common Stock, or such other Securities, in cash or
otherwise), without the prior written consent of the Company.
2. Restricted Period. The period (the "Restricted Period") during which
the restrictions of Section 1 apply shall be one year, commencing on the date a
registration statement covering the re-sale of the Shares is declared effective
by the Securities and Exchange Commission (the "Effective Date"); provided,
however, that notwithstanding anything to the contrary in Section 1, nothing in
this Agreement shall prohibit the Stockholder from Transferring, during the
Restricted Period, up to twenty percent (20%) of the Securities held by the
Stockholder as of the Effective Date.
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3. Ownership. During the Restricted Period, the Stockholder shall retain
all rights of ownership in the Securities, including, without limitation, voting
rights and the right to receive any dividends, if any, that may be declared in
respect thereof.
4. Stop-Transfer and Legends. 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
Common Stock if such transfer would constitute a violation or breach of this
Agreement and/or the Subscription 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.
5. Amendment. This Agreement may not be modified, amended, altered or
supplemented, except by a written agreement executed by each of the parties
hereto.
6. Entire Agreement. This Agreement contain the entire understanding and
agreement of the parties relating to the subject matter hereof and supersedes
all prior and/or contemporaneous understandings and agreements of any kind and
nature (whether written or oral) among the parties with respect to such subject
matter, all of which are merged herein.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in that state, without regard to any of its principles of
conflicts of laws or other laws which would result in the application of the
laws of another jurisdiction. This Agreement shall be construed and interpreted
without regard to any presumption against the party causing this Agreement to be
drafted.
8. Authority; Further Assurances. The Stockholder hereby represents and
warrants to the Company that the Stockholder has full power and authority to
enter into the agreements set forth herein, and that, upon request, the
Stockholder will execute any additional documents necessary or desirable in
connection with the enforcement hereof. All authority herein conferred or agreed
to be conferred shall survive the death or incapacity of the Stockholder and any
obligations of the Stockholder shall be binding upon the heirs, personal
representatives, successors, and assigns of the Stockholder.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above herein.
Signature of Stockholder
/s/ Xxxxxx X. Xxxxx
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Print name: Xxxxxx X. Xxxxx
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Material omitted pursuant to confidentiality request.
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Social Security or Tax Identification Number
Accepted and agreed to:
LASER ENERGETICS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President/CEO
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