A PERIOD OF ONE
YEAR FOLLOWING THE CLOSING DATE, THE SCL INVESTORS SHALL NOT SELL OR OTHERWISE
TRANSFER ANY SHARES OF LASER COMMON STOCK THEY CURRENTLY HOLD OR MAY PURCHASE IN
WHICH MR. GIORDANO HAS OR WILL HAVE A PECUNIARY INTEREST, INCLUDING SHARES OF
LASER COMMON STOCK TO BE ISSUED IN THE EXCHANGE, WITHOUT THE CONSENT OF A
MAJORITY OF LASER'S INDEPENDENT DIRECTORS OR THE CONSENT OF ALL LASER SIGNATORY
SHAREHOLDERS, EXCEPT ON THE SAME TERMS, CONDITIONS AND EXCEPTIONS APPLICABLE TO
THE LASER SIGNATORY SHAREHOLDERS SUBJECT TO THE LOCK UP AS SET FORTH IN
SECTION 10.9 OF THE EXCHANGE AGREEMENT, INCLUDING TERMINATION PURSUANT TO
SECTION 10.9.2 (E) OF THE EXCHANGE AGREEMENT. IN ADDITION, IF THE LOCK-UP SET
FORTH IN SECTION 10.9 OF THE EXCHANGE AGREEMENT LAPSES OR IS TERMINATED BY LASER
AS TO THE LASER SIGNATORY SHAREHOLDERS, THEN THE RESTRICTIONS DESCRIBED HEREIN
WITH RESPECT TO THE SCL INVESTORS SHALL ALSO LAPSE OR BE TERMINATED.
2.2
LIMITATIONS. NOTWITHSTANDING THE FOREGOING
AND THE ESCROW DEPOSIT AND RELEASE PROVISIONS OF SECTION 3 HEREOF, THE PARTIES
HERETO ACKNOWLEDGE THAT THE SCL INVESTORS ARE HOLDERS OF RECORD FOR PARTIES
OTHER THAN OTHER THAN MR. GIORDANO, INCLUDING UNAFFILIATED INVESTORS WHO ARE
MEMBERS OF EPG AND/OR PARTNERS OF THE FAMILY PARTNERSHIP, AND THE PARTIES
INTEND, AND THIS AGREEMENT SHALL AT ALL TIMES BE CONSTRUED AND INTERPRETED BY
ALL, INCLUDING THE ESCROW AGENT IN THE PERFORMANCE OF ITS DUTIES HEREUNDER, TO
APPLY SOLELY TO THOSE SHARES OF LASER COMMON STOCK IN WHICH GIORDANO HAS A
PECUNIARY INTEREST IN ADDITION TO HAVING BENEFICIAL OWNERSHIP. TO THAT END, THE
PARTIES AGREE THAT THE RESTRICTIONS AND ESCROW PROVISIONS HEREOF SHALL NOT APPLY
TO ANY SHARES OF LASER COMMON STOCK THAT ARE THE SUBJECT OF PROPOSED SALE OR
TRANSFER BY OR ON BEHALF OF PERSONS OTHER THAN MR. GIORDANO. THE ESCROW AGENT
MAY AND SHALL RELY WITHOUT INDEPENDENT INVESTIGATION UPON AN AFFIDAVIT SIGNED BY
(A) MR. GIORDANO AND (B) EITHER THE MANAGING MEMBER OF EPG OR THE GENERAL
PARTNER OF THE FAMILY PARTNERSHIP (PROVIDED THEY ARE NOT MR. GIORDANO), AS TO
THE IDENTITY OF THOSE PERSONS HOLDING A PECUNIARY INTEREST IN ANY PORTION OF THE
ESCROW DEPOSIT ATTRIBUTABLE TO THE SCL INVESTORS WHICH ARE SOUGHT TO BE SOLD,
TRANSFERRED OR RELEASED FROM THE ESCROW DEPOSIT.
2.3
FUTURE REGISTRATION NOT AFFECTED.
NOTHING
IN THIS AGREEMENT SHALL IMPAIR OR RESTRICT SCL OR LASER'S RIGHT AT ANY TIME OR
FROM TIME TO TIME TO GRANT REGISTRATION RIGHTS TO ONE OR MORE OF THE PARTIES
HERETO OR TO OTHER HOLDERS OF SCL COMMON STOCK OR LASER COMMON STOCK, OR TO
EFFECT SUCH REGISTRATION OF ANY SHARES FOR FUTURE SALE, PROVIDED SUCH PROPOSED
SALES REMAIN SUBJECT TO THE LOCK-UP AND ESCROW PROVISIONS OF THIS AGREEMENT, TO
THE EXTENT THEN NOT TERMINATED AND OTHERWISE STILL APPLICABLE THERETO.
3.
ESCROW DEPOSIT.
3.1.
DELIVERY OF ESCROW DEPOSIT.
ON THE CLOSING
DATE, AND FOR A PERIOD OF ONE YEAR AFTER THE CLOSING DATE, EACH OF THE LASER
SIGNATORY SHAREHOLDERS AND THE SCL INVESTORS SHALL DELIVER TO THE ESCROW AGENT
THE ESCROW