OMNIBUS AMENDMENT
EXHIBIT
10.10
This
Omnibus Amendment (“Agreement”), dated as of August 31, 2007, by and between
JMAR Technologies, Inc., a Delaware corporation (the “Company”), and Laurus
Master Fund, Ltd., a Cayman Islands company (“Laurus”), amends each of the
agreements and instruments listed on Exhibit A to this Agreement (the
“Instruments”).
PREAMBLE
WHEREAS,
Laurus is the holder of the following securities of the Company (collectively,
the “Securities”):
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(i)
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Series
G Convertible Preferred Stock with an aggregate stated value of $1,456,020
(as amended, modified or supplemented from time to time “Series G
Preferred”);
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(ii)
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Series
I Convertible Preferred Stock with an aggregate stated value of $6,393,980
(as amended, modified or supplemented from time to time the (Series
I
Preferred”)
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(iii)
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Series
J Convertible Preferred Stock with an aggregate stated value of $3,500,000
(as amended, modified or supplemented from time to time “Series J
Preferred;” the Series G Preferred and Series I Preferred and Series J
Preferred are collectively referred to herein as the
“Preferred”);
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(iv)
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Secured
Term Note with a maturity date of April 12, 2008 made by the
Company in favor of Laurus in the original principal amount of $750,000
(the “Term Note”); and
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(v)
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Secured
Revolving Note with a maturity date of March 27, 2008 made by the
Company
in favor of Laurus in the original principal amount of $3,000,000
(the
“Revolving Note”).
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NOW,
THEREFORE, in consideration of the covenants, agreements and conditions
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree
as
follows:
1. Amendments.
1.1 Effective
upon the date hereof, (a) the reference to “thirty six (36) months from the date
of issuance thereof” contained in Section 8 of the Series G Preferred is hereby
changed to “on August 31, 2009” and Section 10 shall be deleted in its entirety;
(b) the reference to “thirty six (36) months from the date of issuance thereof”
contained in Section 8 of the Series I Preferred is hereby changed to “on August
31, 2009” and Section 10 shall be deleted in its entirety; (c) the reference to
“second anniversary of the date of issuance thereof” contained in Section 8 of
the Series J Preferred is hereby changed to “on August 31, 2009”; (d)
the reference to “April 12, 2008” contained in the definition of “Maturity Date”
in the Term Note is hereby changed to August 31, 2009; and (e) the reference
to
“March 27, 2008” contained in the definition of “Maturity Date” in the Revolving
Note is hereby changed to August 31, 2009”.
2. Miscellaneous.
2.1 Except
as specifically set forth in this Amendment, there are no other amendments,
modifications or waivers to the Instruments, and all of the other forms, terms
and provisions of the Securities remain in full force and effect.
2.2 From
and after the Amendment Effective Date, all references in the Securities shall
be deemed to be references to the Instruments, as the case may be, as modified
hereby.
2.3 This
Amendment shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and their respective successors and
permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK. This Amendment may be executed in any number
of counterparts, each of which shall be an original, but all of which shall
constitute one instrument.
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IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment
or has caused this Amendment to be executed on its behalf by a representative
duly authorized, all as of the date first above set forth.
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COMPANY:
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PURCHASER:
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JMAR
TECHNOLOGIES, INC.
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Laurus
Master Fund, Ltd.
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By:
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/s/
C. NEIL BEER
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By:
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/s/
XXXXXX GRIN
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Name:
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Xx.
Xxxx Beer
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Name:
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Xxxxxx
Grin
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Title:
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Chief
Executive Officer
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Title:
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Director
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EXHIBIT
A
(List
of Preferred Stock and Notes)
Certificate
to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions
and Relative Rights of Series G Convertible Preferred Stock, $0.01 Par
Value Per Share.
Certificate
to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions
and Relative Rights of Series I Cumulative Convertible Preferred Stock,
$0.01 Par Value Per Share
Certificate
to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions
and Relative Rights of Series J Cumulative Convertible Preferred Stock,
$0.01 Par Value Per Share
Secured
Term Note with a maturity date of April 12, 2008 made by the Company
in favor of Laurus in the original principal amount of $750,000 (the “Term
Note”);
Secured
Non-Convertible Revolving Note with a maturity date of March 27, 2008 made
by
the Company in favor of Laurus in the original principal amount of $3,000,000
(the “Revolving Note”)
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