0001299933-05-000534 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 7th, 2005 • Jmar Technologies Inc • Measuring & controlling devices, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2005, by and among JMAR Technologies, Inc., a Delaware corporation, with headquarters located at 5800 Armada Drive, Carlsbad, California 92008 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2005 • Jmar Technologies Inc • Measuring & controlling devices, nec • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 1, 2005, by and among JMAR Technologies, Inc., a Delaware corporation, with headquarters located at 5800 Armada Drive, Carlsbad, California 92008 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK
Amendment to Certificate of Designations • February 7th, 2005 • Jmar Technologies Inc • Measuring & controlling devices, nec

THIS AMENDMENT TO CERTIFICATE OF DESIGNATIONS, dated as of February 1, 2005 (“Amendment”), is by and between JMAR Technologies, Inc., a Delaware corporation (“JMAR”) and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”).

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