Exhibit 10.1A
AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
This Amendment No. 1 (the "Amendment") to that certain Investment
Agreement (the "Agreement") entered into as of the 26th day of March, 1998,
by and among Intelligent Controls, Inc., a Maine corporation (the
"Company"), Ampersand Specialty Materials and Chemicals III Limited
Partnership, a Delaware limited partnership ("ASMC-III Fund"), Ampersand
Specialty Materials and Chemicals III Companion Fund Limited Partnership, a
Delaware limited partnership ("ASMC-III Companion Fund"), and for purposes
of Article IX thereof only, Xxxxx X. Xxxxxx, an individual ("Xxxxxx"), is
entered into as of this __ day of May 1998, by and among the Company, ASMC-
III Fund and ASMC-III Companion Fund. Capitalized terms used but not
defined herein shall have the meanings attributed to them in the Agreement.
INTRODUCTION
A. The Investors proposed in the Agreement to purchase from the
Company in accordance with the terms and conditions thereof an aggregate of
1,538,462 newly issued shares (the "Shares") of the Company's Common Stock,
at a price per share of $3.25.
B. The Investors now propose to purchase an additional 100,000
Shares, at a price per share of $3.25, on the same terms and conditions set
forth in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the parties agree to amend the
Agreement as follows:
1. AMENDMENT TO INTRODUCTION. Paragraph A of the Introduction to the
Agreement is revised by deleting the number "1,538,462" and replacing it
with "1,638,462".
2. AMENDMENT TO SCHEDULE 1. Schedule 1 to the Agreement is hereby
replaced by the Schedule 1 attached hereto.
3. SURVIVAL. Except as specifically set forth herein, the Agreement
shall remain in full force and effect and each of the parties confirms all
of its obligations thereunder. This Amendment shall be deemed part of, and
be construed in accordance with, the Agreement.
4. MISCELLANEOUS. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original but all of which
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under seal as of the date first above written.
INTELLIGENT CONTROLS, INC.
By: /s/ Xxxx Xxxxx
Title: President & CEO
AMPERSAND SPECIALTY MATERIALS
AND CHEMICALS III LIMITED PARTNERSHIP
By: ASMC-III Management Company
Limited Partnership
By: ASMC-III MCLP LLP, its general partner
By /s/ Xxxxxxx X. Xxx
Xxxxxxx X. Xxx, General Partner
AMPERSAND SPECIALTY MATERIALS
AND CHEMICALS III COMPANION FUND
LIMITED PARTNERSHIP
By: ASMC-III Management Company
Limited Partnership
By: ASMC-III MCLP LLP, its general partner
By /s/ Xxxxxxx X. Xxx
Xxxxxxx X. Xxx, General Partner
SCHEDULE 1
NAME OF INVESTOR NUMBER OF SHARES PURCHASE PRICE
Ampersand Specialty Materials and 1,612,247 $5,239,802.75
Chemicals III Limited Partnership
Ampersand Specialty Materials and 26,215 $ 85,198.75
Chemicals III Companion Limited
Partnership
Total 1,638,462 $5,325,001.50
