EX-10.38 83 e501317_ex10-38.txt LOCKUP AGREEMENT DATED DECEMBER 1, 2005 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/ John T. LiVecchi ------------------------------------------- Name: John T. LiVecchi Address: 16211 Crown Arbor Way --------------------------------- City, State, Zip Code: Fort Myers, FL 18414 -------------------- material omitted pursuant to confidentiality request ------------------------------------------- Print Social Security Number or Taxpayer I.D. Number