Exhibit 10.1
INVESTMENT CONTRACT
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ACCREDITED INVESTORS ONLY: MAIE STATES AND CA
A. PARTIES
This agreement is entered into this ____ day of _____________, 2005, by
and between INGEN TECHNOLOGIES, INC., a Georgia corporation and
__________________, a resident or entity of ________________ ("subscriber").
B. RECITALS AND SUMMARY
Ingen Technologies, Inc. ("COMPANY") intends to raise up to $1 million
utilizing Rule 504 of Regulation D of the SEC in states that have adopted (at
least in substantial form) the Model Accredited Investor Exemption ("MAIE"),
plus California - under Corp. Code section 25102(n). Common shares purchased
hereunder will be unrestricted shares. Management has no current plans to pay
commissions or finders fees, but is not prohibited from so doing.
The COMPANY is a "development stage enterprise" with no significant
operating history and no sales of its products to date. Xx. Xxxxx X. Sand is CEO
and Chairman of the COMPANY and should be contacted by prospective investors
desiring more information concerning this investment opportunity.
The COMPANY is competing in the electronic medical monitoring device
industry against competitors with superior track records and resources. This is
a HIGH RISK INVESTMENT that should be undertaken only by accredited,
sophisticated people with the means to risk loss of the entire investment.
Those persons or entities domiciled in the following states are
eligible to participate in this AGREEMENT: Alaska, Arizona, California,
Colorado, Connecticut, Delaware, District of Columbia, Indiana, Kansas,
Kentucky, Maine, Maryland, Nevada, New Jersey, New Mexico, North Dakota,
Oklahoma, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah,
Vermont, Virginia, Washington, West Virginia, Wisconsin.
The amount of investment in this AGREEMENT is $_______________, for the
purchase of __________________ shares of unrestricted COMPANY common shares (to
be issued by the COMPANY'S Transfer Agent ASAP upon receipt of funds). Payment
must be received within five business days of the date first written above.
C. OTHER TERMS OF THE CONTRACT
This offering is limited to qualified persons and entities who are
accredited as defined by federal law (Regulation D of the Securities and
Exchange Commission). Subscribers must have the experience, knowledge and
sophistication to ascertain the suitability of this investment opportunity in
relation to their own needs and/or have a pre-existing personal, family or
business relationship with management and/or its officials.
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There is no impound amount in this offering. All proceeds from this
stock offer and purchase hereunder will go directly into the COMPANY's bank
account to be utilized as contained below. Prospective investors should realize
that additional investment may be required before the COMPANY is able to begin
the manufacture and sale of its proprietary products. There is no guarantee the
COMPANY will be able to raise enough funds in this or some other offering
enabling it to progress beyond its current developmental stage of operation.
D. COMPLIANCE WITH SECURITIES LAWS
The parties understand that this Agreement is in the nature of a
"security" as defined under applicable state and federal law. This is primarily
because the investment provided for herein is in the nature of a "passive
investment" wherein subscriber is providing funds for the COMPANY through
purchase of common stock, but not participating in the active management of the
funds.
It is understood that this Agreement will not be registered with any
state or federal securities regulatory authority and that the parties are
relying upon exemptions from registration under state and federal law, or, the
parties are relying on a federal law "private placement" exemption that
pre-empts state law. No state or federal securities regulator has read or passed
upon the merits or adequacy of this Agreement.
E. ESTIMATED USE OF PROCEEDS
Funds will be utilized for engineering, tooling, marketing and
inventory production of the COMPANY's product OxyAlert and for general and
administrative expenses. Management should be contacted directly for more
specific information regarding OxyAlert and the COMPANY's operation.
F. ALLOCATIONS AND PROFIT PARTICIPATION
The COMPANY has no current dividend policy in place. The COMPANY is a
development stage COMPANY and there are no plans to pay shareholder dividends
until and if the COMPANY progresses to the point of generating sales revenues
beyond that needed to operate and grow the COMPANY.
G. MANAGEMENT
The resume of Mr. Sand is attached hereto. Other officers and directors
of the COMPANY (as well as additional information about the COMPANY and its
business) can be found on the COMPANY's website: xxx.Xxxxx-Xxxx.xxx.
H. COMPENSATION, STOCK OWNERSHIP OF MANAGEMENT
Management is compensated as follows:
(include name, position, monthly salary or fee)
Management owns stock in the COMPANY as follows:
(include name, position, number of shares owned and optioned)
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I. SALE OF COMPANY STOCK BY MANAGEMENT
Management will market the unrestricted common stock offered hereby.
Management will not pay itself commissions regarding these sales. Management has
no current plans to pay commissions or finders fees to third parties regarding
the sale of stock herein, but reserves the right to pay such reasonable
compensation if necessary (in the sound discretion of Management). The payment
of any compensation for sale of the COMPANY's securities will reduce the amount
of proceeds available for the uses as mentioned above.
J. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The COMPANY represents and warrants that it is properly formed and in
good standing in the state of Georgia. The COMPANY represents and warrants that
Management will use its best efforts to raise or otherwise provide enough
funding to move the COMPANY out of its developmental stage. Management will
conduct all business on behalf of the COMPANY in a professional and timely
manner. The COMPANY represents and warrants that it has the legal right to
develop, manufacture and sell its products.
K. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER ("THE UNDERSIGNED")
1. The undersigned has received and carefully reviewed, and is familiar
with this Agreement and all material incorporated by reference herein, all
amendments and attachments delivered herewith. In evaluating the suitability of
an investment in this Agreement, the undersigned has not relied upon any
representations or other information (whether oral or written) from the COMPANY,
its officers, directors, managers or employees other than as set forth in the
Agreement and other delivered materials.
2. The undersigned has such knowledge and experience in financial and
business matters that he/she is capable of evaluating the merits and risks of
the prospective entrance into this Agreement.
3. The undersigned has obtained, to the extent he/she deems necessary,
his/her own personal professional advice with respect to the risks inherent in
the investment in this Agreement, and the suitability of the investment in light
of his/her financial condition and investment needs.
4. The undersigned believes that the investment in this Agreement is
suitable for him/her based upon his/her investment objectives and financial
needs, and the undersigned is accredited and has adequate means of providing for
his/her current financial needs and personal contingencies and has no need for
liquidity of investment with respect to this Agreement.
5. The undersigned has been given access to full and complete
information regarding the COMPANY, its Management and business plan, and has
utilized such access to his/her/its satisfaction, or waived the opportunity to
do so, for the purpose of asking questions and receiving answers concerning the
terms and conditions of this Agreement, obtaining information in addition to, or
verifying information included in, this Agreement, and obtaining any of the
documents or information described herein. The undersigned has either attended
or been give reasonable opportunity to attend a meeting with representatives of
the COMPANY for the purpose of asking questions of, and receiving answers from,
such representatives concerning the terms and conditions of this Agreement and
to obtain any additional information, to the extent reasonably available,
necessary to verify the accuracy of information provided in this Agreement.
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6. The undersigned recognizes that the COMPANY has a limited operating
history, and that entry into this Agreement as an investment involves a high
degree of risk including, but not limited to, the risk of economic losses from
operations of the COMPANY and the risks involved in developing, producing,
marketing an electronic medical monitoring device.
7. The undersigned realizes that although he/she/it is receiving
unrestricted common COMPANY shares, that there is no public market for the
shares and no guarantee that the there will ever be a public market for the
shares. The price of the shares has been arbitrarily established by Management
without regard to the financial condition of the COMPANY.
8. The undersigned acknowledges that the COMPANY and its affiliates
have not retained counsel to provide its prospective investors with
representation in connection with this offering. The undersigned also
acknowledges that he/she/it understands that (i) no counsel has undertaken any
independent due diligence investigation of the facts and circumstances relating
to this offering, and (ii) he/she/it must assume responsibility for his/her/its
own due diligence investigation, and (iii) the protection afforded by a complete
due diligence investigation of counsel is not present in this offering.
9. The undersigned acknowledges that he/she/it understands the risk
that insufficient capital will be raised in this offering or in any subsequent
offering or financing to assist in accomplishing the COMPANY's goals; and that
there is absolutely no assurance that (a) the COMPANY will complete this private
offering of its stock; (b) that the COMPANY will be able to operate profitably.
Further, the undersigned acknowledges that if the COMPANY is unable to
successfully conclude this offering, any other private offering or obtain other
financing, the COMPANY (and, therefore, the undersigned) would suffer a
substantial loss which may result in the COMPANY not being able to develop and
market the COMPANY's product or product line.
10. The undersigned has been advised that this Agreement has not being
registered under the Act or the relevant state securities law, but are being
offered and sold pursuant to exemptions from such registrations, and that the
COMPANY's reliance upon such exemptions is predicated partly on the
undersigned's representations to the COMPANY as contained herein.
11. The undersigned represents and warrants that he/she/it is a bona
fide resident of, and is domiciled in, the State of ________________ (one of the
states listed as a MAIE state herein, or California), and that his/her/its entry
into this Agreement by him/he/it in his/her/its name solely for his/her/its own
beneficial interest and not as nominee for, or on behalf of, or for the
beneficial interest of, or with the intention to transfer to, any other person,
trust, or organization.
12. The undersigned is informed of the significance to the COMPANY of
the foregoing representations, and such representations are made with the
intention that the COMPANY will rely on the same. The undersigned shall
indemnify and hold harmless the COMPANY, its officers, directors, managers and
agents against any losses, claims, damages, or liabilities to which they, or any
of them, may become subject insofar as such losses, claim, damages, or
liabilities (or actions in respect thereof) arise from any misrepresentation or
misstatement of facts or omission to represent or state facts made by the
undersigned to the COMPANY concerning the undersigned or the undersigned's
financial position in connection with the offering or sale of the Securities.
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13. The undersigned, if other than an individual, makes the following
additional representations and warranties:
a. The undersigned was not organized for the specific purpose
of entering into this Agreement.
b. The execution of this Agreement has been duly authorized by
all necessary action on the part of the undersigned, has been duly executed by
the authorized officer or representative of the undersigned, and is a legal,
valid and binding obligation of the undersigned enforceable in accordance with
its terms.
14. The undersigned, if executing this Agreement in a representative or
fiduciary capacity, (ii) represents that he/she/it has full power and authority
to execute and deliver this Agreement on behalf of the subscribing individual,
partnership, trust, estate, corporation, or other entity for whom the
undersigned is executing this Agreement, and such individual, partnership,
trust, estate, corporation, or other entity has full right and power to perform
pursuant to such Agreement and become a shareholder of the COMPANY and (ii)
acknowledges that the representations and warranties contained herein shall be
deemed to have been made on behalf of the person or persons for whom the
undersigned is so purchasing.
15. If applicable, the undersigned represents that if he/she/it is a
"non-U.S. person" (residing outside of the United States) and that he/she/it
will hold the securities for a period of at least one year before selling or
otherwise transferring the securities to a "U.S. person" (residing within the
United States) as required by Regulation S of the United State Securities and
Exchange Commission.
16. Confidentiality.
a. The provisions of this Agreement are confidential and
private and are not to be disclosed to outside parties (except on a reasonable
need to know basis only) without the written and express, advance consent of all
parties hereto.
b. Subscriber agrees and acknowledges that in his/her/its
association with the COMPANY under this Agreement, he/she/it may come into
possession or knowledge of confidential and/or proprietary information. Such
confidential and/or proprietary information includes, but is not limited to:
information regarding agents, contractors, employees and all affiliates of which
the COMPANY possesses an ownership interest of ten percent (10%) or greater;
corporate and/or financial information and records of or any client, customer or
associate of the COMPANY; customer information; client information; shareholder
information; business contacts; investor leads and contacts; employee
information; documents regarding the COMPANY's website and any product, business
plan or presentation materials of the COMPANY.
Subscriber represents and warrants to the COMPANY that he, she or it
will not divulge confidential, proprietary information of the COMPANY or any of
its subsidiaries to anyone or anything without the written and express, advance
consent of the COMPANY, and further represents and warrants that he, she or it
will not use any proprietary information of the COMPANY for his or her or its or
anyone else's gain or advantage at any time during or after the Term of this
Agreement.
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L. PRODUCT INFORMATION
Information concerning the COMPANY'S products maybe obtained online at
the COMPANY'S website as mentioned above, or by contacting Management.
M. REPORTS TO SHAREHOLDERS
Shareholders will receive annual reports from Management containing
pertinent COMPANY business information. Shareholders, under law, have a right of
inspection of the books of the COMPANY for certain limited purposes.
N. LITIGATION, LEGAL MATTERS
Management has no information leading it to believe that litigation is
imminent or planned by anyone with respect to the COMPANY.
O. ACCESS TO INFORMATION
Prospective shareholders have the right to request additional
information relative to this private placement of securities and Management, to
the extent it can reasonably and affordably supply the same, has the duty to
supply the same in a timely manner.
P. MISCELLANEOUS LEGAL CONSIDERATIONS
1. Modifications and Amendments. The terms and conditions of this
Agreement may be amended at any time and from time to time, in whole and in
part, upon written agreement signed by a duly authorized officer of the COMPANY
and subscriber.
2. Expenses. Each party shall bear its own respective costs, fees and
expenses associated with entering into and executing its duties under this
Agreement.
3. Indemnification. Each party, if an offending party, agrees to
indemnify and hold harmless all other parties from any claim of damage of any
party or non-party arising out of any act or omission of the offending party
arising from this Agreement.
4. Notices. Any notice, request, proposal, statement or other
communication required or permitted to be given hereunder shall be in writing
and shall be deemed given when personally delivered or confirmed by facsimile or
ten (10) days after mailed by certified mail, postage prepaid, to the parties at
their respective addresses first set forth above or to such other address of
which a party shall have theretofore notified the other by a notice given in
accordance with this Paragraph, together with a courtesy copy to the receiving
party's counsel, as follows:
If to the COMPANY:
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Ingen Technologies, Inc.
000 X. Xxxxxx Xxxx Xx.
Xxxxxxxx, XX 00000
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If to Subscriber:
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5. Breach. In the event of a breach of this Agreement, the breaching
party shall be notified by the other party by written notice pursuant to the
Notices Paragraph herein within ten (10) days of reasonable discovery of the
breach. Upon notice so given, the breach shall be corrected within fifteen (15)
days. If the breach is not corrected within this period, the non-breaching party
may take appropriate legal action consistent with the terms of this Agreement.
6. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the COMPANY and Subscriber and their respective
successors, assigns and personal representatives. If the COMPANY shall at any
time be merged or consolidated into or with any other corporation or if the
COMPANY's stock or substantially all of its assets are transferred to another
corporation, the provisions of this Agreement shall be binding upon and inure to
the benefit of Subscriber and the corporation resulting from such merger or
consolidation or to which such capital stock or assets shall be transferred, and
this provision shall apply in the event of any subsequent merger, consolidation
or transfer.
7. Entire Agreement. This Agreement is the full and complete,
integrated agreement of the parties, merging and superseding all previous
written and/or oral agreements and representations between the parties, and is
amendable only as provided for herein.
8. Governing Law. This Agreement shall be governed by the laws of the
State of California applicable to contracts made to be performed entirely
therein, and each party agrees to submit to the personal jurisdiction of any
Court of competent jurisdiction in _________________ County and to all the rules
and orders of such Court, and the laws of the State of California.
9. Waiver. Any waiver by either party of any provision of this
Agreement or any right hereunder shall not be deemed a continuing waiver and
shall not prevent or estop such party from thereafter enforcing such provision,
and the failure of either party to insist in any one or more instances upon the
strict performance of any of the provisions of this Agreement by the other party
shall not be construed as a waiver or relinquishment for the future performance
of any such term or provision, but the same shall continue in full force and
effect.
10. Enforcement. If the parties cannot settle any dispute arising out
of or relating to this Agreement, or the breach thereof, in a reasonable and
timely fashion, either party may file for binding arbitration (as the exclusive
means of dispute resolution) within ___________________ County, California.
Arbitration shall be governed by the rules of the American Arbitration
Association and judgment upon the award may be entered in any Court having
jurisdiction thereof. The arbitrator(s) may award reasonable attorneys fees and
costs to the prevailing party. However, the parties agree to reserve the right
to obtain a preliminary injunction from a court of competent jurisdiction if
necessary in the event of a material breach arising from this Agreement.
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11. Headings. The headings in this Agreement are solely for convenience
of reference and shall not affect its interpretation.
12. Possible Invalidity. In case any provision of this Agreement should
be held to be contrary to, or invalid under, the law of any country, state or
other jurisdiction, such illegality or invalidity shall not affect in any way
any of the other provisions hereof, this Agreement in such event to be construed
as though the offending provision had been deleted or modified in such a manner
as to make it enforceable to the maximum extent possible to reflect the parties'
intent hereunder, and all of the provisions hereof nevertheless shall continue
unmodified and in full force and effect in any country, state or jurisdiction in
which such provisions are legal and valid.
13. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same agreement. Facsimile signatures shall be considered as valid
and binding as original signatures.
14. Independent Covenants: Each of the respective rights and
obligations of the parties hereunder shall be deemed independent and may be
enforced independently irrespective of any of the other rights and obligations
set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.
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INGEN TECHNOLOGIES, INC. SUBSCRIBER
By: Xxxxx X. Sand, CEO & Chairman
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