EXHIBIT 10.50
INGEN TECHNOLOGIES, INC.
00000 XXXXXX "X", XXXXX-X
XXXXXXX, XX 00000
August 29, 2008
AJW Partners, LLC
New Millennium Capital Partners II, LLC
AJW Master Fund, Ltd.
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: INGEN TECHNOLOGIES, INC., (the "Company") -
AMENDMENT OF NOTES
Ladies and Gentlemen:
This letter sets for the agreement of the parties hereto to amend the
Applicable Percentage and the Interest Rate (as defined in the Notes) of all the
Notes, which are convertible into shares of the Company's common stock, no par
value per share (the "COMMON STOCK"), ever issued by the Company to the
investors listed in the signature pages hereto (collectively, the
"INVESTORS")(the "Notes").
By execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that:
1. The applicable Percentage (as defined in each of the Notes) shall be
40%.
2. The Interest Rate (as defined in each of the Notes), effective as of
January 1, 2008, shall be 12%.
3. The notes are hereby amended in accordance with the foregoing
provision. All other provisions of the Notes, as amended from time
to time, shall remain in full force and effect.
The parties shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent an accomplish the
purposes of this letter agreement, including without limitation the issuance of
amended Notes.
Please signify your agreement with the foregoing by signing a copy of this
letter where indicated and returning it to the undersigned.
Sincerely,
INGEN TECHNOLOGIES, INC.
/S/ XXXXX X. SAND
----------------------------------
Xxxxx X. Sand
Chief Executive Officer
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS GROUP, LLC
/S/ XXXXX X. XXXXXXXX
------------------------------------
Xxxxx X. Xxxxxxxx, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC
/S/ XXXXX X. XXXXXXXX
------------------------------------
Xxxxx X. Xxxxxxxx, Manager
AJW MASTER FUND, LTD.
By: FIRST STREET MANAGER II, LLC
/S/ XXXXX X. XXXXXXXX
------------------------------------
Xxxxx X. Xxxxxxxx, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC
/S/ XXXXX X. XXXXXXXX
------------------------------------
Xxxxx X. Xxxxxxxx, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
/S/ XXXXX X. XXXXXXXX
------------------------------------
Xxxxx X. Xxxxxxxx, Manager
