0001299933-06-000065 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2006 • Jmar Technologies Inc • Measuring & controlling devices, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 28, 2005, by and among JMAR Technologies, Inc., a Delaware corporation, with headquarters located at 10905 Technology Place, San Diego, California 92127 (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 • January 4th, 2006 • Jmar Technologies Inc • Measuring & controlling devices, nec • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2005, by and among JMAR Technologies, Inc., a Delaware corporation, with headquarters located at 10905 Technology Place, San Diego, California 92127 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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