Contract
EXHIBIT
4.2
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO JMAR TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right
to
Purchase up to 39,000,000 Shares of Common Stock of
JMAR
Technologies, Inc.
(subject
to adjustment as provided herein)
COMMON
STOCK PURCHASE WARRANT B
| No. _________________ |
Issue
Date: August 31, 2007
|
JMAR
TECHNOLOGIES, INC., a corporation organized under the laws of the State of
Delaware (the “Company”), hereby certifies that, for value
received, LAURUS MASTER FUND, LTD., or assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company
(as defined herein) from and after March 5, 2008 and at any
time or from time to time before 5:00 p.m., New York time on August 31, 2017
(the “Expiration Date”), up to 39,000,000 fully paid and nonassessable shares of
Common Stock (as hereinafter defined), $0.01 par value per share, at the
applicable Exercise Price per share (as defined below). The number
and character of such shares of Common Stock and the applicable Exercise Price
per share are subject to adjustment as provided herein.
As
used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a) The
term “Common Stock” includes (i) the Company’s Common Stock,
$0.01 par value per share; and (ii) any other securities into which or for
which
any of the securities described in the preceding clause (i) may be converted
or
exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.
(b) The
term “Company” shall include JMAR Technologies, Inc. and any
person or entity which shall succeed, or assume the obligations of, JMAR
Technologies, Inc. hereunder.
(c) The
“Exercise Price” applicable under this Warrant shall be $0.01
per share.
(d) The
term “Other Securities” refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of
or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.
(e) The
term “Purchase Agreement” means the Securities Purchase
Agreement dated as of the date hereof among the Holder and the Company, as
amended, modified, restated and/or supplemented from time to time.
1. Exercise
of Warrant.
1.1 Number
of Shares Issuable upon Exercise. From and after the date hereof
through and including the Expiration Date, the Holder shall be entitled to
receive, upon exercise of this Warrant in whole or in part, by delivery of
an
original or fax copy of an exercise notice in the form attached hereto as
Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.
1.2 Fair
Market Value. For purposes hereof, the “Fair Market Value” of a
share of Common Stock as of a particular date (the “Determination Date”) shall
mean:
(a) If
the Company’s Common Stock is traded on the American Stock Exchange or another
national exchange or is quoted on the National or Capital Market of The Nasdaq
Stock Market, Inc. (“Nasdaq”), then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date.
(b) If
the Company’s Common Stock is not traded on the American Stock Exchange or
another national exchange or on the Nasdaq but is traded on the NASD Over The
Counter Bulletin Board, then the mean of the average of the closing bid and
asked prices reported for the last business day immediately preceding the
Determination Date.
(c) Except
as provided in clause (d) below, if the Company’s Common Stock is not publicly
traded, then as the Holder and the Company agree or in the absence of agreement
by arbitration in accordance with the rules then in effect of the American
Arbitration Association, before a single arbitrator to be chosen from a panel
of
persons qualified by education and training to pass on the matter to be
decided.
(d) If
the Determination Date is the date of a liquidation, dissolution or winding
up,
or any event deemed to be a liquidation, dissolution or winding up pursuant
to
the Company’s charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for
the
purposes of this clause (d) that all of the shares of Common Stock then issuable
upon exercise of the Warrant are outstanding at the Determination
Date.
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1.3 Company
Acknowledgment. The Company will, at the time of the exercise of
this Warrant, upon the request of the holder hereof acknowledge in writing
its
continuing obligation to afford to such holder any rights to which such holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such holder any such rights.
1.4 Trustee
for Warrant Holders. In the event that a bank or trust company
shall have been appointed as trustee for the holders of this Warrant pursuant
to
Subsection 3.2, such bank or trust company shall have all the powers and duties
of a warrant agent (as hereinafter described) and shall accept, in its own
name
for the account of the Company or such successor person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor, as
the
case may be, on exercise of this Warrant pursuant to this Section
1.
2. Procedure
for Exercise.
2.1 Delivery
of Stock Certificates, Etc., on Exercise. The Company agrees that
the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder as the record owner of such shares as of
the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares in accordance herewith. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder, or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares
of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.
2.2 Exercise.
(a) Payment
may be made either (i) in cash of immediately available funds or by certified
or
official bank check payable to the order of the Company equal to the applicable
aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common
Stock and/or Common Stock receivable upon exercise of this Warrant in accordance
with the formula set forth in subsection (b) below, or (iii) by a combination
of
any of the foregoing methods, for the number of Common Shares specified in
such
Exercise Notice (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the Holder
per the terms of this Warrant) and the Holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.
3
(b) Notwithstanding
any provisions herein to the contrary, if the Fair Market Value of one share
of
Common Stock is greater than the Exercise Price (at the date of calculation
as
set forth below), in lieu of exercising this Warrant for cash, the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Exercise
Notice in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:
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X=
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Y(A-B)
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A
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Where
X =
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the
number of shares of Common Stock to be issued to the
Holder
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Y
=
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the
number of shares of Common Stock purchasable under this Warrant or,
if
only a portion of this Warrant is being exercised, the portion of
this
Warrant being exercised (at the date of such
calculation)
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A
=
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the
Fair Market Value of one share of the Company’s Common Stock (at the date
of such calculation)
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B
=
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the
Exercise Price per share (as adjusted to the date of such
calculation)
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Notwithstanding
anything to the contrary set forth in Section 2.2(a) above, to the extent that
a
registration statement registering all the shares of Common Stock of the Company
issuable upon exercise of this Warrant has been declared effective by the
Securities and Exchange Commission and remains effective as of the date of
the
proposed exercise set forth in an Exercise Notice, the Holder shall upon such
proposed exercise, make payment to the Company of each respective Exercise
Price
set forth in such Exercise Notice in cash by wire transfer of immediately
available funds or by certified or official bank check only.
3. Effect
of Reorganization, Etc.; Adjustment of Exercise Price.
3.1 Reorganization,
Consolidation, Merger, Etc. In case at any time or from time to
time, the Company shall (a) effect a reorganization, (b) consolidate with or
merge into any other person, or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, as a
condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder, on the exercise
hereof as provided in Section 1 at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock
(or
Other Securities) issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property (including cash)
to
which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 4.
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3.2 Dissolution. In
the event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, concurrently with
any distributions made to holders of its Common Stock, shall at its expense
deliver or cause to be delivered to the Holder the stock and other securities
and property (including cash, where applicable) receivable by the Holder
pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to
a
bank or trust company specified by the Holder and having its principal office
in
New York, NY as trustee for the Holder.
3.3 Continuation
of Terms. Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant after the consummation
of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in
the
case of any such transfer, the person acquiring all or substantially all of
the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section
4. In the event this Warrant does not continue in full force and
effect after the consummation of the transactions described in this Section
3,
then the Company’s securities and property (including cash, where applicable)
receivable by the Holder will be delivered to the Holder or the Trustee as
contemplated by Section 3.2.
4. Extraordinary
Events Regarding Common Stock. In the event that the Company
shall (a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock or any preferred stock issued by the
Company, (b) subdivide its outstanding shares of Common Stock, (c) combine
its
outstanding shares of the Common Stock into a smaller number of shares of the
Common Stock, then, in each such event, the number of shares of Common Stock
that the holder shall thereafter, on the exercise hereof as provided in Section
1, be entitled to receive shall be adjusted to a number determined by
multiplying the number of shares of Common Stock that would otherwise (but
for
the provisions of this Section 4) be issuable on such exercise by a fraction
of
which (a) the numerator is the number of any issued and outstanding shares
of
common stock immediately after such event that would otherwise (but for the
provisions of this Section 4) be in effect, and (b) the denominator is number
of
any issued and outstanding shares of common stock immediately prior to such
event. Notwithstanding the foregoing, in no event shall the Exercise
Price be less than the par value of the Common Stock.
5. Certificate
as to Adjustments. In each case of any adjustment or readjustment
in the shares of Common Stock (or Other Securities) issuable on the exercise
of
this Warrant, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon
which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares
of
Common Stock (or Other Securities) issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Exercise Price and the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the holder and any warrant agent of
the
Company (appointed pursuant to Section 11 hereof).
5
6. Reservation
of Stock, Etc., Issuable on Exercise of Warrant. Except as to the
portion of the shares of Common Stock that are in excess of the Company’s total
authorized shares of Common Stock, the Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of this
Warrant, shares of Common Stock (or Other Securities) from time to time issuable
on the exercise of this Warrant.
7. Assignment;
Exchange of Warrant. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a “Transferor”) in whole or in
part. On the surrender for exchange of this Warrant, with the
Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form”) and together with evidence reasonably
satisfactory to the Company demonstrating compliance with applicable securities
laws, which shall include, without limitation, a legal opinion from the
Transferor’s counsel (at the Company’s expense) that such transfer is exempt
from the registration requirements of applicable securities laws, the Company
at
its expense (but with payment by the Transferor of any applicable transfer
taxes) will issue and deliver to or on the order of the Transferor thereof
a new
Warrant of like tenor, in the name of the Transferor and/or the transferee(s)
specified in such Transferor Endorsement Form (each a “Transferee”), calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the
Transferor.
8. Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and,
in
the case of any such loss, theft or destruction of this Warrant, on delivery
of
an indemnity agreement or security reasonably satisfactory in form and amount
to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
9. Limitations
on Exercise.
9.1 Notwithstanding
anything herein to the contrary, in no event shall the Holder be entitled to
exercise any portion of this Warrant which would cause the total number of
issued and outstanding shares of the Company’s Common Stock plus the number of
shares of Common Stock reserved for issuance upon exercise of all outstanding
options and warrants and upon conversion of all outstanding shares of
convertible preferred stock to be in excess of the number of the Company’s
authorized shares of Common Stock.
6
9.2 Notwithstanding
anything herein to the contrary, in no event shall the Holder be entitled to
exercise any portion of this Warrant in excess of that portion of this Warrant
upon exercise of which the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates (other than shares of Common
Stock which may be deemed beneficially owned through the ownership of the
unexercised portion of the Warrant or the unexercised or unconverted portion
of
any other security of the Holder subject to a limitation on conversion analogous
to the limitations contained herein) and (2) the number of shares of Common
Stock issuable upon the exercise of the portion of this Warrant with respect
to
which the determination of this proviso is being made, would result in
beneficial ownership by the Holder and its Affiliates of any amount greater
than
9.99% of the then outstanding shares of Common Stock (whether or not, at the
time of such exercise, the Holder and its Affiliates beneficially own more
than
9.99% of the then outstanding shares of Common Stock). As used herein, the
term
“Affiliate” means any person or entity that, directly or indirectly through one
or more intermediaries, controls or is controlled by or is under common control
with a person or entity, as such terms are used in and construed under Rule
144
under the Securities Act. For purposes of the second preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of
the
Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder,
except as otherwise provided in clause (1) of such sentence. For any
reason at any time, upon written or oral request of the Holder, the Company
shall within one (1) business day confirm orally and in writing to the Holder
the number of shares of Common Stock outstanding as of any given
date. The limitations set forth herein (x) may be waived by the
Holder upon provision of no less than sixty-one (61) days prior notice to the
Company and (y) shall automatically become null and void following notice to
the
Company upon the occurrence and during the continuance of an Event of Default
(as defined in the Note referred to in the Purchase Agreement).
10. Warrant
Cancellation. If the Obligations (as defined in the Security Agreement
referred to in the Reaffirmation Agreement dated as of the issue date hereof
among the Holder, the Company, and certain of the subsidiaries of the Company)
have been repaid in full on or before (a) six (6) months from the date hereof,
the Holder shall surrender this Warrant for cancellation and shall issue a
new
Warrant to Holder in the face amount of this Warrant less thirty percent (30%)
of the shares otherwise issuable under this Warrant, (b) more than six months
but fewer than nine (9) months from the date hereof, the Holder shall surrender
this Warrant for cancellation and shall issue a new Warrant to Holder
in the face amount of this Warrant less twenty percent (20%) of the shares
otherwise issuable under this Warrant; (c) more than nine (9) months but fewer
than twelve (12) months from the date hereof, the Holder shall surrender this
Warrant for cancellation and shall issue a new Warrant to Holder in the face
amount of this Warrant less ten percent (10%) of the shares otherwise issuable
under this Warrant; and (d) more than twelve (12) months but fewer than eighteen
(18) months from the date hereof, the Holder shall surrender this Warrant for
cancellation and shall issue a new Warrant to Holder in the face amount of
this
Warrant less five percent (5%) of the shares otherwise issuable under this
Warrant.
11. Warrant
Agent. The Company may, by written notice to the each Holder of
the Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to
Section 8, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such
agent.
7
12. Transfer
on the Company’s Books. Until this Warrant is transferred on the
books of the Company, the Company may treat the registered holder hereof as
the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.
13. Rights
of Shareholders. No Holder shall be entitled to vote or receive
dividends or be deemed the holder of the shares of Common Stock or any other
securities of the Company which may at any time be issuable upon exercise of
this Warrant for any purpose (the “Warrant Shares”), nor shall
anything contained herein be construed to confer upon the Holder, as such,
any
of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon the recapitalization, issuance of shares, reclassification of shares,
change of nominal value, consolidation, merger, conveyance or otherwise) or
to
receive notice of meetings, or to receive dividends or subscription rights
or
otherwise, in each case, until the earlier to occur of (x) the date of actual
delivery to Holder (or its designee) of the Warrant Shares issuable upon the
exercise hereof or (y) the third business day following the date such Warrant
Shares first become deliverable to Holder, as provided herein.
14. Sale
Limitation. Notwithstanding anything contained herein to the
contrary, the Holder shall not be entitled to sell any shares of Common Stock
of
the Company received by the Holder upon the exercise of all or any portion
of
this Warrant prior to the first anniversary of the date hereof. The
sale limitation described on this Section 14 shall automatically become null
and
void without notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in the Note).
15. Notices,
Etc. All notices and other communications from the Company to the
Holder shall be mailed by first class registered or certified mail, postage
prepaid, at such address as may have been furnished to the Company in writing
by
such Holder or, until any such Holder furnishes to the Company an address,
then
to, and at the address of, the last Holder who has so furnished an address
to
the Company.
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16. Miscellaneous. This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION
BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE
BROUGHT ONLY IN STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN
THE
STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS
PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The
individuals executing this Warrant on behalf of the Company agree to submit
to
the jurisdiction of such courts and waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorneys’ fees and costs. In the event that any provision
of this Warrant is invalid or unenforceable under any applicable statute or
rule
of law, then such provision shall be deemed inoperative to the extent that
it
may conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability
of
any other provision of this Warrant. The headings in this Warrant are
for purposes of reference only, and shall not limit or otherwise affect any
of
the terms hereof. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision hereof. The Company acknowledges that legal counsel
participated in the preparation of this Warrant and, therefore, stipulates
that
the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Warrant to
favor any party against the other party.
[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.
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JMAR
TECHNOLOGIES, INC.
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WITNESS:
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By:
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/s/
C. NEIL BEER
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Name:
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C.
Neil Beer
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| Title: |
Chief
Executive Officer
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10
EXHIBIT
A
FORM
OF SUBSCRIPTION
(To
Be
Signed Only On Exercise Of Warrant)
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TO:
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JMAR
Technologies,
Inc._____________________
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_____________________
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Attention: Chief
Financial Officer
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):
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________
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________
shares of the common stock covered by such warrant;
or
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________
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the
maximum number of shares of common stock covered by such warrant
pursuant
to the cashless exercise procedure set forth in Section
2.
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The
undersigned herewith makes payment of the full Exercise Price for such shares
at
the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or
boxes):
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________
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$__________
in lawful money of the United States;
and/or
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________
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the
cancellation of such portion of the attached Warrant as is exercisable
for
a total of _______ shares of Common Stock (using a Fair Market Value
of
$_______ per share for purposes of this calculation);
and/or
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________
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the
cancellation of such number of shares of Common Stock as is necessary,
in
accordance with the formula set forth in Section 2.2, to exercise
this
Warrant with respect to the maximum number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth
in
Section 2.
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The
undersigned requests that the certificates for such shares be issued in the
name
of, and delivered to ______________________________________________ whose
address is
___________________________________________________________________________.
The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”) or pursuant to an exemption from registration
under the Securities Act.
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Dated:
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(Signature
must conform to name of holder as specified on the face of the
Warrant)
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Address:
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EXHIBIT
B
FORM
OF TRANSFEROR ENDORSEMENT
(To
Be
Signed Only On Transfer Of Warrant)
For
value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of JMAR Technologies, Inc. into which the within Warrant relates specified
under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of JMAR
Technologies, Inc. with full power of substitution in the premises.
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Transferees
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Address
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Percentage
Transferred
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Number
Transferred
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Dated:
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(Signature
must conform to name of holder as specified on the face of the
Warrant)
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Address:
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SIGNED
IN THE PRESENCE OF:
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(Name)
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ACCEPTED
AND AGREED:
[TRANSFEREE]
(Name)
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IRREVOCABLE
PROXY
For
good
and valuable consideration, receipt of which is hereby acknowledged, Laurus
Master Fund, Ltd. (“Laurus”), hereby appoints ___________________ (the “Proxy
Holder” or the “Company”), with a mailing address at
___________________________, with full power of substitution, as proxy, to
vote
all shares of Common Stock of the Company, now or in the future owned by Laurus
to the extent such shares are issued to Laurus upon its exercise of (a) the
Common Stock Purchase Warrant (the “Warrant”), issued by the Company to Laurus
as of the date hereof and (b) all other warrants and/or options issued by the
Company in favor of Laurus with an exercise price equal to or less than the
greater of $0.01 and the par value of the Company’s common stock (the “Other
Options and Warrants”) (collectively, the “Shares”).
This
proxy is irrevocable and coupled with an interest. Upon the sale or
other transfer of the Shares, in whole or in part, or the assignment of the
Warrant or any of the Other Options and Warrants, this proxy shall automatically
terminate (x) with respect to such sold or transferred Shares at the time of
such sale and/or transfer, and (y) in the case of an assignment of the Warrant
and/or Other Options and Warrants, at the time of such assignment in respect
of
the Shares issuable upon exercise of such assigned Warrant and/or Other Options
and Warrants, in each case, without any further action required by any
person.
Laurus
shall use its best efforts to forward to Proxy Holder within two (2) business
days following Laurus’ receipt thereof, at the address for Proxy Holder set
forth above, copies of all materials received by Laurus relating, in each case,
to the solicitation of the vote of shareholders of the Company.
This
proxy shall remain in effect with respect to the Shares of the Company during
the period commencing on the date hereof and continuing until the payment in
full of all obligations and liabilities owing by the Company to Laurus (as
the
same may be amended, restated, extended or modified from time to
time).
IN
WITNESS WHEREOF, the undersigned has executed this irrevocable proxy as of
the
31st day of August 2007.
| LAURUS MASTER FUND, LTD | |||
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By:
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| Name | |||
| Title | |||
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