Exhibit 99.1
CAPITAL BASE FUNDING AGREEMENT
FOR VALUE RECEIVED, Big Eye Capital, Inc. an Arizona Corporation ("Big Eye"),
hereby promises to make available to Implant Technologies, Inc. a Minnesota
Corporation ("Implant") the sum of up to ONE HUNDRED THOUSAND DOLLARS
($100,000.00) to be paid by Big Eye to Implant in exchange for newly issued
shares of the common stock of Implant at the price of $1.00 per share or market
price, whichever is greater in such increments and for such purposes as Implant
and Big Eye may determine. The commitment by Big Eye to provide funds under the
terms of this agreement at the prices herein shall not be changed or modified by
reason of any change in the capital structure of Implant whether by forward or
reverse stock split or by reason of dilution due to an acquisition or shares
issued by and for compensation.
USE OF FUNDS: Implant will request funds from Big Eye 10 days in advance of
actually needing the funds to pay for ongoing operational expenses related to;
regulatory filings and requirements, legal and accounting expenses, due
diligence and other fees and expenses associated with potential acquisitions,
expenses related to the maintenance of a corporate and web presence, expenses
related to public and investor relations, and other expenses to which Big Eye
and Implant agree.
CONSIDERATION: Implant shall advise Big Eye of its need for funds 10 days in
advance if the actual date needed whenever possible. At the time of the transfer
of funds the amount of shares transferred shall be determined based on the
previous day's closing price of Implant's stock. If the closing stock price is
greater than $1.00 per share than that closing price shall be used as the basis
for issuing shares to Big Eye in exchange for funds. If the closing price is
less than $1.00 per share than $1.00 per share shall be used as the basis. Once
the amount of shares to be exchanged for the funds is determined Implant shall
inform its transfer agent to issue the appropriate number of shares unrestricted
(except that they are subject to rule 144 of the Securities Exchange Act of
1934, as amended), and unencumbered to Big Eye, and no further consideration
shall be due from Implant to Big Eye with respect thereto.
WARRANTIES: The parties warrant one to the other that the execution, delivery
and performance of this Agreement, when executed and delivered by the Parties,
will be a legal, valid, and binding obligation of the Parties enforceable
against it in accordance with its terms. Each Party represents and warrants that
neither the execution nor the performance of this Agreement nor the consummation
of the transactions contemplated will violate (i) any applicable law or statute
actually known to such Party; (ii) any provision of the Articles of
Incorporation or Bylaws of each warranting Party or equivalent; (iii) any
judgment, order, injunction, decree or award of any court, arbitrator,
administrative agency, or governmental body against, or binding upon, each
warranting Party Parties or upon its properties, assets, or business; or (iii)
any International, Country, Federal, State or Local law. Each party further
warrants and represents that the signatures below are fully and appropriately
authorized pursuant to the internal organizational rules and regulations of the
Party signing, and the signatory has been fully authorized to affix his or her
signature to this Agreement.
GOVERNING LAW, ETC: This Agreement will be governed by the internal laws of the
State of Arizona, USA, without reference to its choice of law rules. All terms
and conditions of this Agreement will be deemed enforceable to the fullest
extent permissible under applicable law. If a provision of this Agreement is
held invalid under any applicable law, such invalidity will not affect any other
provision of this Agreement and such invalid provision will be deemed modified
to the extent necessary to make it valid and enforceable or, if such provision
cannot be so modified, it will be deemed deleted from this Agreement.
COOPERATION: The parties will reasonably cooperate with one another in
connection with each other's performance. The parties acknowledge that such
performance depends in part on such cooperation and that the failure to
cooperate may hinder or impede the other's performance hereunder.
TERMINATION: This Agreement shall terminate at the earlier of; (1) the
disbursement of $100,000 by Big Eye to Implant, or (2) upon mutual agreement
between the parties, or (3) notice from Implant to Big Eye that it no longer
needs the funds, or (4)on December, 31, 2007.
EXECUTED this 8th day of August, 2007
BIG EYE CAPITAL, INC. IMPLANT TECHNOLOGIES, INC.
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By: Xxxx X. Xxxxxx By: Xxxx Xxxxxxx
Its: President Its: Chief Financial Officer
