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 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 beneficially owned by the
undersigned), or any beneficial interest therein (collectively, the
"Securities").
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, and the undersigned hereby confirms the undersigned's investment in
the Company.
Dated: December 1, 2005
Signature
/s/ Xxxx X. XxXxxxxx
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Name: Xxxx X. XxXxxxxx
Address: 00000 Xxxxx Xxxxx Xxx
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City, State, Zip Code: Fort Xxxxx, FL 18414
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material omitted pursuant to
confidentiality request
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Print Social Security Number
or Taxpayer I.D. Number
