SECURITIES PURCHASE AGREEMENT (Offering No. 1)
EXHIBIT
10.4
(Offering
No. 1)
This
SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered
into as of July 5, 2007 between JMAR Technologies, Inc., a Delaware corporation
(the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company
(“Laurus”).
R
E C I T A L S
WHEREAS,
the Company
has designated and authorized the issuance of 3,500 shares of the Company’s
Series J Cumulative Convertible Preferred Stock, par value $0.01 per share
(the
“Series J Preferred Stock”), with a stated value of $1,000 per share and having
the rights, preferences, privileges and restrictions set forth in the
“Certificate to Set Forth Designations, Voting Powers, Preferences, Limitations,
Restrictions, and Relative Rights of Series J Convertible Preferred Stock,
$.01
Par Value Per Share,” of the Company filed with the Delaware Secretary of
State;
WHEREAS,
the Company
and Laurus have entered into a Securities Purchase Agreement, dated July 5,
2007
(the “Master Agreement”), which provides for the terms of the purchase and sale
from time to time of up to an aggregate of 3,500 shares of its Series J
Cumulative Convertible Preferred Stock to Laurus for an aggregate purchase
price
of up to $3,500,000; and
WHEREAS,
the parties
desire to evidence each purchase and sale of shares of Series J Preferred Stock
consummated pursuant to the terms and subject to the conditions contained in
the
Master Agreement with an agreement similar to this Agreement evidencing such
purchase and sale.
NOW,
THEREFORE, in consideration of the representations and warranties
contained herein, and other good and valuable consideration, the sufficiency
of
which is hereby acknowledged, the parties hereby agree as follows:
A
G R E E M E N T
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1.
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SERIES
J PREFERRED STOCK.
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1.1 Purchase
Price; Funding. Promptly following
execution and delivery of this Agreement by the Company and Laurus, pursuant
to
the terms and subject to the conditions contained in the Master Agreement,
Laurus will purchase from the Company and the Company will issue to Laurus
408.8 shares of Series J Preferred Stock for $1,000 per share,
for a total purchase price of $408,800 (the “Purchase Price”).
The conversion price for these shares is equal to $0.1022 per
share.
1.2 Amendment
to Existing Preferred Stock. Effective upon completion
of the purchase and sale described in Section 1.1, the conversion price of
$817,600 of Stated Value of Series I Preferred
Stock held by Laurus is hereby automatically and without further action by
any
party hereto adjusted to $0.15 (which is equal to the five (5)
day Volume-Weighted Average Price (“VWAP”) of the common stock of the Company
for the five-trading day period immediately prior to such funding).
1.3 Restrictive
Legend. The parties hereby acknowledge that the shares
of Series J Preferred Stock and Common Stock issued upon the conversion thereof
will not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), and are to be issued by the Company upon reliance of the
exemption from registration provided by Section 4(2) promulgated by the
Securities Act and that the certificates evidencing the shares of Series J
Preferred Stock and Common Stock issued upon the conversion thereof will bear
customary restrictive legends to such effect.
1.4 The
Company hereby acknowledges, ratifies and confirms that all of the
terms, conditions, representations and covenants contained in the Master
Agreement, as applicable (a) have been fully satisfied (b) are true, correct
and
complete as of the date hereof and as of the date originally made, (c) are
in
full force and effect on the date hereof and shall remain in full force and
effect after giving effect to the execution and effectiveness of this
Agreement.
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2.
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ESCROW
AGENT; CLOSING.
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2.1 Escrow
Account. The Company and Laurus have executed an escrow
agreement with Loeb & Loeb, LLP with law offices located in New York, NY
(the “Escrow Agreement”) appointing it as escrow agent (“Escrow Agent”); and
Laurus will immediately deposit or wire the full Purchase Price with the Escrow
Agent to be placed in a separate escrow account pursuant to the terms and
conditions of the Escrow Agreement.
2.2 Place
and Time. Subject to the terms and conditions herein, the closing
date of the Funding contemplated hereby (the "Closing") shall take place on
the
date hereof or at such other time or place as the Company and Laurus may
mutually agree (each such date is hereinafter referred to as a "Closing
Date").
IN
WITNESS WHEREOF, the parties hereto have executed this Securities
Purchase Agreement as of the date set forth in the first paragraph
hereof.
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JMAR
Technologies, Inc.
By:
/S/ C. NEIL BEER
Name: Xx.
X. Xxxx Beer
Title: Chief
Executive Officer
Address: 00000
Xxxxxxxxxx Xxxxx
Xxx
Xxxxx, Xxxxxxxxxx 00000
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Laurus
Master Fund, Ltd.
By:
/S/ XXXXXX GRIN
Name:
Xxxxxx Grin, Director
Address: LAURUS
MASTER FUND, LTD.
c/o
Ironshore Corporate Services Ltd.
X.X.
Xxx 0000 G.T., Queensgate House, South Church Street
Grand
Cayman, Cayman Islands
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