EXHIBIT 4.10
November 21, 2006
AJW Partners, LLC
AJW Qualified Partners, LLC
AJW Offshore, Ltd.
New Millennium Capital Partners, II, LLC
c/o NIR Group, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, Xxx Xxxx 00000
Gentlemen:
This letter is intended to amend the Registration Rights Agreement (the
"Agreement") dated July 25, 2006 by and among Ingen Technologies, Inc. (the
"Company"), AJW Qualified Partners, LLC ("Qualified"), New Millennium Capital
Partners II, LLC ("NMC"), AJW Offshore, Ltd. ("Offshore") and AJW Partners, LLC
("AJW") (Qualified, NMC, Offshore and AJW are collectively referred to as the
"Investors"). The Agreement provides that the Company is required to register
all of the shares underlying the Notes and the Additional Notes. It is hereby
agreed that the Company shall register 13,554,497 shares. Should the Company
receive another comment letter from the Securities and Exchange Commission
("SEC") regarding Rule 415, the Investors agree to allow the Company to reduce
the number of shares being registered on the registration statement to comply
with any requests made by the SEC. All other terms of the Agreement will remain
unchanged.
Page 2
Amendment to Registration Rights Agreement
November 21, 2006
To indicate your acceptance, please sign in the indicated space.
Sincerely,
INGEN TECHNOLOGIES, INC.
By: s/s
Xxxxx Sand
Chief Executive Officer
Agreed and Accepted
AJW Offshore, Ltd.
By: s/s
AJW Partners, LLC
By: s/s
New Millennium Capital Partners II, LLC
By: s/s
AJW Qualified Partners, LLC
By: s/s
