Re: Securities Purchase Agreement, dated as of May __, 2008 (the “Purchase Agreement”), between QPC Lasers, Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
EXHIBIT
10.44
May
__,
2008
Each
Purchaser referenced below:
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Re:
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Securities
Purchase Agreement, dated as of May __, 2008 (the “Purchase
Agreement”),
between QPC Lasers, Inc., a Nevada corporation (the “Company”)
and the purchasers signatory thereto (each, a “Purchaser”
and, collectively, the “Purchasers”)
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Ladies
and Gentlemen:
Defined
terms not otherwise defined in this letter agreement (the “Letter
Agreement”)
shall
have the meanings set forth in the Purchase Agreement. Pursuant to Section
2.2(a) of the Purchase Agreement and in satisfaction of a condition of the
Company’s obligations under the Purchase Agreement, the undersigned irrevocably
agrees with the Company that, from the date hereof until the 12 month
anniversary of the date of the Purchase Agreement (such period, the
“Restriction
Period”),
the
undersigned will not offer, sell, contract to sell, hypothecate, pledge or
otherwise dispose of (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any Affiliate of the undersigned or any person
in privity with the undersigned or any Affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission (other than a registration statement
on Form S-8) in respect of, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Exchange Act with respect to, any shares of Common Stock
or
Common Stock Equivalents beneficially owned, held or hereafter acquired by
the
undersigned (the “Securities”).
Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act. In order to enforce this covenant, at such time as the Company appoints
a
transfer agent for the securities of the Company, the Company shall notify
such
transfer agent to immediately impose irrevocable stop-transfer instructions
preventing such transfer agent from effecting any actions in violation of this
Letter Agreement.
The
undersigned acknowledges that the execution, delivery and performance of this
Letter Agreement is a material inducement to each Purchaser to complete the
transactions contemplated by the Purchase Agreement and that each Purchaser
(which shall be a third party beneficiary of this Letter Agreement) and the
Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned
has the power and authority to execute, deliver and perform this Letter
Agreement, that the undersigned has received adequate consideration therefor
and
that the undersigned will indirectly benefit from the closing of the
transactions contemplated by the Purchase Agreement.
This
Letter Agreement may not be amended or otherwise modified in any respect without
the written consent of each of the Company, Purchasers holding 67% of the
outstanding Debentures and the undersigned. This Letter Agreement shall be
construed and enforced in accordance with the laws of the State of New York
without regard to the principles of conflict of laws. The undersigned
hereby
irrevocably submits to the exclusive jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in Manhattan, for the purposes of any suit, action or
proceeding arising out of or relating to this Letter Agreement, and hereby
waives, and agrees not to assert in any such suit, action or proceeding, any
claim that (i) it is not personally subject to the jurisdiction of such court,
(ii) the suit, action or proceeding is brought in an inconvenient forum, or
(iii) the venue of the suit, action or proceeding is improper.
The
undersigned hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by receiving
a
copy thereof sent to the Company at the address in effect for notices to it
under the Purchase Agreement and agrees that such service shall constitute
good
and sufficient service of process and notice thereof. The undersigned hereby
waives any right to a trial by jury. Nothing contained herein shall be deemed
to
limit in any way any right to serve process in any manner permitted by law.
The
undersigned agrees and understands that this Letter Agreement does not intend
to
create any relationship between the undersigned and each Purchaser and that
each
Purchaser is not entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by virtue
of this Letter Agreement.
By
its
signature below, the Company hereby acknowledges and agrees that, reflecting
this Letter Agreement, upon the appointment of a transfer agent for the Company,
it shall immediately notify such transfer agent to place an irrevocable stop
transfer instruction on all Securities beneficially owned by the undersigned
until the end of the Restriction Period. This Letter Agreement shall be binding
on successors and assigns of the undersigned with respect to the Securities
and
any such successor or assign shall enter into a similar agreement for the
benefit of the Purchasers.
***
SIGNATURE PAGE FOLLOWS***
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This
Letter Agreement may be executed in two or more counterparts, all of which
when
taken together may be considered one and the same agreement.
__________________________
Signature
__________________________
Print
Name
__________________________
Position
in Company
Address
for Notice:
__________________________
__________________________
__________________________
Number
of
shares of Common Stock
__________________________________________________________________________________________
Number
of
shares of Common Stock underlying subject to warrants, options, debentures
or
other convertible securities
By
signing below, the Company agrees to enforce the restrictions on transfer set
forth in this Letter Agreement.
QPC
LASERS, INC.
By:
_________________________________
Name:
Title:
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