Exhibit 10.1
INVESTMENT CONTRACT (DEBT)
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ACCREDITED INVESTORS ONLY (XXXXXXXXX XXXXX)
A. PARTIES
This agreement is entered into this 31st day of May, 2006, by and
between INGEN TECHNOLOGIES, INC., a Georgia corporation and Xxxxxxxxx Xxxxx, an
accredited investor of New Jersey ("subscriber" or "undersigned").
B. RECITALS AND SUMMARY
Ingen Technologies, Inc. ("COMPANY") intends to raise up to $5 million
or more utilizing Regulation S-B of the SEC ("S-B offering"). The purpose of
this Agreement is for subscriber to supply $ 75,000 in interim financing to the
COMPANY.
Subscriber will be issued a convertible debenture (see Exhibit "A"
hereto) for 3,750,000 shares of COMPANY restricted common shares at a price of
$0.02 per share. These shares will be registered by the COMPANY in the S-B
offering. The COMPANY states that it will file the S-B registration statement
with the SEC and applicable states (Blue Sky registration) as soon as is
practical.
The purchase price is payable on or before June 7, 2006. Upon receipt
of payment, COMPANY will deliver the convertible debenture.
The COMPANY's common stock trades on the Pink Sheets under the symbol
"IGTG." The COMPANY is delinquent in its periodic reporting to the SEC under the
Securities Exchange Act of 1934. The COMPANY did not report from 1998 until it
resumed reporting in November of 2005. The COMPANY is in the process of tracking
down and gathering information for the unreported time periods. COMPANY counsel
is in regular contact with the SEC Enforcement Staff, supplying information
regarding back filing plans. The COMPANY has also pledged to stay current with
new reporting filings as they become due.
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.
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.
There is no impound amount in this offering. All proceeds from this
stock debenture Agreement will go directly into the COMPANY's bank account to be
utilized as contained below. Prospective investors should realize that
additional investment is needed 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 stage of operation.
D. COMPLIANCE WITH SECURITIES LAWS
The parties understand that this Agreement is 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 a convertible
debenture, 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 OxyView and for general and
administrative expenses. Management should be contacted directly for more
specific information regarding OxyView and the COMPANY's operation. In addition,
the COMPANY's XXXXX filings contain information regarding its operation.
F. ALLOCATIONS AND PROFIT PARTICIPATION
The COMPANY has no current dividend policy in place. The COMPANY is a
"going concern" 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 Xx. Xxxxx X. Sand, CEO and Chairman, is contained within
Form 10-KSB for the COMPANY's fiscal year ending May 31, 2005 (as filed on
XXXXX). 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 and on XXXXX in the Form 10-KSB for the fiscal year
ending May 31, 2005 and in other XXXXX filings.
H. COMPENSATION, STOCK OWNERSHIP OF MANAGEMENT
Mr. Sand is paid $5000 per month on a "1099" basis by the COMPANY.
Board members are paid $500 per meeting.
Management stock ownership is contained on XXXXX in the COMPANY's Form
10-KSB for the fiscal year ending May 31, 2005. Xxxxx Sand has sold or gifted
some of his preferred shares since then and should be contacted directly for
more information regarding any such transaction.
I. SALE OF COMPANY STOCK BY MANAGEMENT
Management has marketed the convertible debenture offered hereby.
Management will not pay itself a commission regarding this transaction.
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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 into a
profitable operating mode.
The COMPANY does not represent and warrant that it will ultimately be
able to obtain an Effective Date for its S-B Offering. The COMPANY does not
represent and warrant that it will be able to complete its back filings on XXXXX
in a timely or complete manner as required by the SEC rules and staff or that
the COMPANY's shareholders will always be able to trade the COMPANY's stock in a
public market.
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 is capable of evaluating the merits and risks of the
prospective entrance into this Agreement.
3. The undersigned has obtained, to the extent he deems necessary, his
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 financial condition and investment needs.
4. The undersigned believes that the investment in this Agreement is
suitable for him based upon his investment objectives and financial needs, and
the undersigned is accredited and has adequate means of providing for his
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 (or is aware of and has reviewed the COMPANY's XXXXX filings)
regarding the COMPANY, its Management and business plan, and has utilized such
access to his 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 a electronic medical monitoring devices and other products.
7. The undersigned realizes that although he is receiving rights to
restricted common COMPANY shares with "piggy back registration rights," that
there is no guarantee or promise made that the S-B offering in which the shares
will be registered will receive an Effective Date or that a public market for
the shares (if the registration becomes effective) will remain in existence. 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 understands that (i) no counsel has undertaken any
independent due diligence investigation of the facts and circumstances relating
to this offering, and (ii) he must assume responsibility for his 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 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 adequate
private offerings 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 or public 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 products or product lines.
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 is a bona fide
resident of, and is domiciled in, the State of New Jersey, and that his entry
into this Agreement is solely for his 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.
13. The undersigned, if other than an individual, makes the following
additional representations and warranties:
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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 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. 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 association with the COMPANY
under this Agreement, he 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 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 will not use
any proprietary information of the COMPANY for his or anyone else's gain or
advantage at any time during or after the Term of this Agreement.
L. PRODUCT INFORMATION
Information concerning the COMPANY'S products maybe obtained online at
the COMPANY'S website as mentioned above, on XXXXX in the COMPANY's periodic
reporting filings and/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.
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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
If to Subscriber:
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.
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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. This Agreement shall be interpreted as if
the parties had participated equally in its drafting.
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 San Bernardino 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 San Bernardino 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 or to
otherwise enforce this Agreement if necessary.
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.
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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.
/s/ Xxxxx X. Sand /s/ Xxxxxxxxx Xxxxx
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INGEN TECHNOLOGIES, INC. SUBSCRIBER:
By: Xxxxx X. Sand, CEO & Chairman Xxxxxxxxx Xxxxx
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EXHIBIT "A"
CONVERTIBLE DEBENTURE/Xxxxx
$75,000 U.S.
(Seventy-five thousand dollars)
For sum received per the attached investment contract, Ingen Technologies, Inc.
("maker") agrees to issue 3,750,000 shares of its restricted common stock to
Xxxxxxxxx Xxxxx ("Xxxxx") on or before (upon written notice from Xxxxx or
issuance by maker) May 31, 2009. Notice and the timing of conversion to stock
must be reasonably approved by counsel to maker with regard to applicable
securities laws.
During the term of this debenture, maker shall pay Xxxxx simple interest of six
percent (6%) per annum; payable on the anniversary date of the debenture, or
pro-rated if the conversion to stock takes place during the course of a year.
If maker does not convert this debenture to stock and if Xxxxx does not transmit
a notice requesting conversion to stock, any unpaid interest and the principal
above is due on May 31, 2009.
Default and notice provisions (related to default) in the attached investment
contract apply to this debenture. Maker shall pay Xxxxx'x reasonable attorney's
fee and costs if legal action is required with respect to collecting interest or
principal hereof. This debenture is non-transferable and cannot be assigned
except by operation of law.
Dated May 31, 2006
Maker:
Ingen Technologies, Inc.
/s/ Xxxxx X. Sand
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Xxxxx X. Sand
Chairman & CEO
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