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12/24/12 12:23 PM

#10289 RE: pmello3 #10288

Ken Yelin

NIR Group IGNT's lender
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12/24/12 12:27 PM

#10290 RE: pmello3 #10288

See page 15 of the SEC litigation release

paragraph 76

https://www.sec.gov/litigation/complaints/2012/comp-pr2012-80.pdf

76. On approximately June 15,2010, Capital Edge entered into a wrap around
agreement involving Ingen Technologies. The wrap around agreement allowed Capital Edge to
acquire purportedly unrestricted Ingen Technologies' stock at a specified price. Immediately
upon signing the wrap around agreement, Capital Edge converted approximately $34,615 of the
Ingen Technologies debt into approximately 192.3 million shares of stock.
77. Capital Edge procured an attorney opinion letter concluding that the transaction
qualified for an exemption from the registration requirements of the federal securities laws and
that Capital Edge could immediately sell the stock. Although not written by Linton, the letter
was nearly identical in substance to the other letters Linton wrote for Protege and Capital Edge.
78. Beach caused Capital Edge to sell its Ingen Technologies stock into the market
within 60 days of the issuance. Capital Edge's proceeds from its sales of Ingen Technologies
stock were approximately $45,133.
79. Capital Edge's sales of Ingen Technologies stock were not registered and not
exempt from the registration requirement.
80. Beach and Capital Edge's sales of Ingen Technologies stock violated Section 5 of
the Securities Act.