5
Exhibit 6
J-Bird Music Group Ltd.
Form 10-SB, Amendment No. 1
File No. 0-24449
INVESTMENT AGREEMENT FOR INVESTMENT BY CALTRON, INC.
IN
FEILD TECHNOLOGIES, LLC
This Investment Agreement is made by and between Feild
Technologies, LLC, a Maine limited liability company (the
"Company") and Caltron, Inc., a Pennsylvania corporation which is
agreeing hereby to acquire an interest in the Company (the
"Securities").
RECITAL:
Caltron, Inc., a Pennsylvania corporation ("Caltron"), and
the Company have entered into an agreement pursuant to which
Caltron shall contribute all of the USA and foreign valve patents
presently owned by Caltron (formerly owned by Laminar Fluid
Controls, Inc.) to the Company for a 5% interest in the Company.
If the 5% interest to be acquired by Caltron does not generate
cash distributions to Caltron in the amount of at least
$100,000.00 on or before December 31, 2000, Caltron shall be
entitled to increase its interest in the Company to 10%, with a
2.5% decrease in the interests of each of Xxxxxx X. Xxxxx and
Xxxxxx Xxxxxxxxxxx.
In consideration of the Company's agreement to accept
Caltron as a member of the Company upon the terms and conditions
set forth herein and in a certain Operating Agreement of the
Company, (the "Operating Agreement"), Caltron agrees and
represents as follows:
A. INVESTMENT
1. In consideration for its receipt of a 5% interest in
the Company, Caltron hereby agrees to sell, assign, and transfer
to the Company the full and exclusive right, title and interest
in and to the inventions, patent applications and patent rights
throughout the world, including foreign patent priority rights
identified in the forms of Assignment attached hereto as Exhibits
B1 through B7. On or before May 23, 1997 (the "Closing Date" or
the "Closing"), Caltron shall execute and deliver to the Company
the assignments in the forms of Exhibits B1 through B7. At the
Closing, Caltron shall also execute and deliver to the Company an
original counterpart signature page of the First Amended
Operating Agreement of the Company. A copy of the First Amended
Operating Agreement of the Company is attached hereto as Exhibit
A. The Company hereby agrees that in the event Caltron does not
receive distributions of at least $100,000.00 on or before
December 31, 2000, it shall be entitled to increase its interest
in the Company from 5% to 10%, and the other members' interests
in the Company shall be reduced on a basis proportionate to their
relative interests. At Closing, Caltron shall deliver to the
Company a Certificate of Good Standing, a certificate of
incumbency, a certificate of corporate resolutions of its Board
of Directors authorizing Caltron's entry into this transaction,
and an opinion of counsel opining as to the due incorporation,
organization, and authority of Caltron to enter into this
transaction. The opinion of counsel shall also opine that
Caltron is not a party to any pending or threatened litigation or
legal claims, and that Caltron's entry into this Agreement does
not require the consent of any third parties and does not breach,
contravene or constitute a default under any obligations of
Caltron. The opinion of counsel shall also opine that this
transaction is exempt from the registration requirements of state
and federal securities laws, and that no filings are required to
secure exemption from the registration requirements of state and
federal securities laws and regulations.
B. REPRESENTATIONS AND WARRANTIES
1. Caltron hereby represents and warrants to, and agrees
with the Company as follows:
(a) The Securities are being purchased for its own
account, for investment purposes only, and not for the account of
any other person, and not with a view to distribution, assignment
or resale to others or to fractionalization in whole or in part.
Caltron acknowledges that the purchase of the Securities is
intended to be exempt from registration under the Securities Act
of 1933 (the "Act"). In furtherance thereof, Caltron represents,
warrants, and agrees as follows: (i) no other person has or will
have a direct or indirect beneficial interest in such Securities
and Caltron will not sell, hypothecate or otherwise transfer the
Securities except in accordance with the Operating Agreement and
the Act and applicable state securities laws or unless, in the
opinion of counsel for the Company, a transfer is permitted by
the Operating Agreement and an exemption from the registration
requirements of the Act and such laws is available; and (ii) the
Company is under no obligation to register the Securities on
behalf of Caltron or to assist Caltron in complying with any
exemption from registration.
(b) The Company has made available to Caltron the
Operating Agreement and all other documents and information that
Caltron has requested relating to an investment in the Company.
(c) Caltron recognizes that investment in the Company
involves substantial risks, and has taken full cognizance of all
of the risks related to the purchase of the Securities.
(d) Caltron has carefully considered and has consulted
with its professional legal, tax and financial advisers as to the
suitability of an investment in the Company for its particular
tax and financial situation and has determined that the
Securities are a suitable investment. Caltron, including the
legal and financial advisors of Caltron, has had an opportunity
to request all information from the Company thought to be
necessary to enable Caltron to evaluate the merits of and
suitability of an investment in the Company by Caltron. Caltron
understands that the success of the Company depends upon the
successful development and exploitation of currently undeveloped
technology. The Company has not yet patented any of its
technology, nor has the Company demonstrated the ability to sell,
license or otherwise capitalize on its technology. Caltron
understands that an investment in the Company is highly
speculative and Caltron hereby warrants, represents and
acknowledges that Caltron may lose its entire investment of
intellectual property in the Company, and Caltron has the
financial means to incur such a loss.
(e) All information which Caltron has provided to the
Company is correct and complete as of the date set forth below,
and if there should be any change in such information prior to
acceptance as a security holder of the Company, it will
immediately provide such information to the Company and will
promptly send confirmation of such information to the Company.
(f) Caltron hereby represents that it is a
Pennsylvania corporation, with a principal place of business at
000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx.
(g) Caltron hereby represents that it is a corporation
with total assets in excess of $5,000,000.00 and was not formed
for the purpose of making an investment in the Company.
2. The foregoing representations and warranties are true
and accurate as of the date hereof, shall be true and accurate as
of the date of the acceptance hereof by the Company and shall
survive thereafter. If such representations and warranties shall
not be true and accurate in any respect, Caltron will, prior to
such acceptance, give written notice of such fact to the Company
specifying which representations and warranties are not true and
accurate and the reasons therefor.
3. Caltron shall indemnify and hold harmless the Company
and any of its managers, officers, employees, and representatives
who was or is a party or is threatened to be made a party to any
threatened, pending or contemplated action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of or arising from any actual or alleged misrepresentation
or misstatement of facts or omission to represent or state facts
made by Caltron to the Company concerning its financial position,
in connection with the offering or sale of the Securities,
against losses, liabilities and expenses for which the Company or
any of its members, managers, officers, employees or
representatives have not otherwise been reimbursed (including
attorneys' fees, judgments, fines and amounts paid in settlement)
as actually and reasonably incurred by such person or entity in
connection with such action, suit or proceeding.
C. UNDERSTANDINGS
1. Caltron understands, acknowledges and agrees with the
Company as follows:
(a) This investment agreement is and shall be
irrevocable.
(b) No federal or state agency has made any finding or
determination as to the
fairness of this investment, nor any recommendation or
endorsement of the Securities.
(c) There is no public market for the Securities or
any of the Company's securities and such a market may never
develop. There can be no assurance that Caltron will be able to
sell or dispose of its Securities. Moreover, no assignment,
sale, transfer, exchange or other disposition of the Securities
can be made other than in accordance with the Operating Agreement
and all applicable securities laws.
(d) There can be no assurance as to the federal or
state tax results of an investment in the Company.
(e) Caltron acknowledges that the information provided
by the Company to Caltron is confidential and non-public and
agrees that all such information shall be kept in confidence and
not disclosed to any third party for any reason; provided, that
its obligation shall not apply to any such information which (i)
is part of the public knowledge or literature and readily
accessible at the date hereof; (ii) becomes part of the public
knowledge or literature and readily accessible by the public
(except as a result of a breach of these provisions); or (iii) is
received from third parties (except third parties who disclose
such information in violation of any confidentiality agreements
including, without limitation, any Investment Agreement they may
have with the Company).
2. The representations, warranties, understandings,
acknowledgments and agreements in this Agreement are true and
accurate as of the date hereof, shall be true and accurate as of
the date of the acceptance hereof by the Company and shall
survive thereafter.
D. MISCELLANEOUS
1. Neither this Investment Agreement nor any provisions
hereof shall be waived, modified, changed, discharged,
terminated, revoked or canceled except by an instrument in
writing signed by the party against whom any change, discharge or
termination is sought.
2. Notices required or permitted to be given hereunder
shall be in writing and shall be deemed to be sufficiently given
when personally delivered or sent by certified mail, return
receipt requested, addressed to the other party at the address of
such party set forth on the signature page hereto.
3. Failure of the Company to exercise any right or remedy
under this Investment Agreement or any other agreement between
the Company and Caltron, or otherwise, or delay by the Company in
exercising such right or remedy, will not operate as a waiver
thereof. No waiver by the Company will be effective unless and
until it is in writing and signed by the Company.
4. This Investment Agreement shall be enforced, governed
and construed in all respects in accordance with the laws of the
State of Maine, as such laws are applied by Maine courts to
agreements entered into and to be performed in Maine by and
between residents of Maine, and shall be binding upon Caltron,
its successors and assigns, and shall inure to the benefit of the
Company and its successors and assigns.
5. In the event that any provision of this Investment
Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or
unenforceable under any law shall not affect the validity or
enforceability of any other provision hereof.
6. This Investment Agreement, the Operating Agreement, and
other documents contemplated hereby or thereby constitute the
entire agreement among the parties hereto with respect to the
subject matter hereof and supersede any and all prior or
contemporaneous representations, warranties, agreements and
understandings in connection therewith. This Agreement may be
amended only by a writing executed by all parties hereto.
7. Caltron represents to the Company that (a) the
information contained herein is complete and accurate on the date
hereof and may be relied upon by the Company and (b) Caltron will
notify the Company immediately of any change in any of such
information occurring prior to the acceptance of the subscription
and will promptly send the Company written confirmation of such
change.
IN WITNESS WHEREOF, Caltron has executed this Investment
Agreement this 20th day of May, 1997.
CALTRON, INC.
BY: /s/
INVESTMENT AGREEMENT ACCEPTED:
FEILD TECHNOLOGIES, LLC /s/ Xxxxxx X. Xxxxx,
individually
/s/ Xxxxxx X. Xxxxx, Manager /s/ Xxxxxx
Xxxxxxxxxxx, individually
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 AS AMENDED (THE "ACT") OR PURSUANT TO THE SECURITIES LAWS
OF THE STATE OF MAINE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT
AND THE SECURITIES LAWS OF THE STATE OF MAINE OR AN EXEMPTION
THEREFROM IS AVAILABLE.
