Exhibit 10.34
INVESTMENT CONTRACT
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Accredited Investors only (▇▇▇▇▇▇▇▇)
A. PARTIES
This agreement is entered into this 28th day of February, 2006, by and
between Ingen Technologies, Inc., a Georgia corporation and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a
resident of California ("subscriber" or "undersigned").
B. RECITALS AND SUMMARY
Ingen Technologies, Inc. ("COMPANY") intends to raise up to $10.5 million
or more utilizing Regulation S-B of the SEC ("S-B offering"). The purpose of
this Agreement is for subscriber to supply $150,000 in interim financing to the
COMPANY.
Subscriber is purchasing 1 million shares of COMPANY restricted common
shares at a price of $0.15 per share. These shares will be registered by the
COMPANY in the S-B offering. The COMPANY states that it will use its best
efforts to file the S-B registration statement with the SEC by March 2, 2006 and
applicable states (Blue Sky registration) no later than March 8, 2006.
The purchase price is payable upon the signing of this agreement. Upon
receipt of payment, COMPANY shall direct its transfer agent to prepare and
transmit a stock certificate for restricted shares per the above.
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
offer and purchase Agreement will go directly into the COMPANY's bank account to
be utilized as contained below. Prospective investors should realize that
additional investment is 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 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 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. The COMPANY is relying upon California Corporations
Code Section 25102(f) and other exemptions in the Corporations Code regarding
this offer and sale of securities.
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, including the cost of filing the S-B offering and continued work on
past due periodic reporting filings. Management should be contacted directly for
more specific information regarding OxyView and the COMPANY's operation. In
addition, the COMPANY's ▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇ ▇. Sand, CEO and Chairman, is contained within Form
10-KSB for the COMPANY's fiscal year ending May 31, 2005 (as filed on ▇▇▇▇▇).
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:
▇▇▇.▇▇▇▇▇-▇▇▇▇.▇▇▇ and on ▇▇▇▇▇ in the Form 10-KSB for the fiscal year ending
May 31, 2005 and in other ▇▇▇▇▇ filings.
H. COMPENSATION, STOCK OWNERSHIP OF MANAGEMENT
Mr. Sand is paid $5000 per month on a "1099" basis by the COMPANY (he is
entitled to receive $150,000 per year; the rest is accruing). Board members are
paid $500 per meeting.
Management stock ownership is contained on ▇▇▇▇▇ in the COMPANY's Form
10-KSB for the fiscal year ending May 31, 2005. ▇▇▇▇▇ Sand has sold or gifted
some of his preferred shares since then and should be contacted directly for
more information regarding any such transaction.
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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 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 ▇▇▇▇▇ 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.
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5. The undersigned has been given access to full and complete information
(or is aware of and has reviewed the COMPANY's ▇▇▇▇▇ 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.
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 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 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 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 California, 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.
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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:
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.
c. 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.
d. 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.
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L. PRODUCT INFORMATION
Information concerning the COMPANY'S products maybe obtained online at the
COMPANY'S website as mentioned above, on ▇▇▇▇▇ 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.
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.
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Subscriber:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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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 superceding 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.
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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: ▇▇▇▇▇ ▇. Sand, CEO & Chairman
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