UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported): July 18,
2017
Infinite Group, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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0-21816
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52-1490422
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(State
or Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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175
Sully's Trail, Suite 202
Pittsford,
NY 14534
Registrant's telephone number, including area code:
585-385-0610
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section 1 – Registrant’s Business
and Operations
Item
1.01. Entry into a Material Definitive
Agreement
The
information required by this item is stated in Item 2.03 which is
incorporated herein by reference.
Section 2 – Financial Information
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of
Registrant
On July
18, 2017, Infinite Group, Inc. (“IGI” or "the Company")
entered into an unsecured line of credit financing agreement (the
“Agreement”) with Andrew Hoyen, its Chief Operating
Officer. The Agreement was approved by the Board of Directors (the
“Board”). The Agreement provides for working capital to
IGI of up to $100,000 through July 31, 2022. Borrowings bear
interest at 6%.
The interest rate
is adjusted annually, on January 1st of each year, to a rate equal
to the prime rate in effect on December 31st of the immediately
preceding year, plus one and one quarter percent, and in no event,
shall the interest rate be less than 6% per annum.
Interes
t is payable quarterly.
The
outstanding principal amount is due and payable July 31, 2022,
subject to acceleration by the lender upon (i) failure of IGI to
pay any amount within 20 business days following the lender’s
written notice of default and demand; (ii) IGI’s dissolution
or liquidation; (iii) the voluntary or involuntary bankruptcy of
IGI or the appointment of a receiver for it or for any of its
property or similar events; or (iv) the entry against IGI of a
judgment, which is not paid in accordance with its terms,
satisfied, discharged, stayed or bonded within 90
days.
As
payment of an origination fee under the Agreement, IGI granted Mr.
Hoyen
a stock
option to purchase 400,000 shares of IGI's common stock, par value
$.001 per share, at an exercise price of $.04 (four cents) per
share. Such option becomes fully vested and exercisable on July
31,
2017.
On July
18, 2017, IGI borrowed $30,000 under the Agreement with proceeds to
be used for working capital.
The
foregoing summary of the Agreement is qualified in its entirety by
reference to the Line of Credit and Note Agreement which is
attached as Exhibit 10.1 hereto.
Section 3 – Securities and Trading
Markets
Item
3.02.
Unregistered Sales of Equity
Securities
The
information required by this item is stated in Items 2.03 and 5.02
which are incorporated herein by reference.
The
securities were acquired for investment purposes only and not with
a view to, or for sale in connection with, any distribution
thereof, and contain customary restrictions on transfer. The
issuances of the securities are exempt from registration under the
Securities Act of 1933, as amended, by virtue of Section 4(a)(2)
thereunder, as a transaction by an issuer not involving any public
offering.
Section 5 – Corporate Governance and
Management
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d) On
July 18, 2017, the Board appointed Andrew Hoyen, its Chief
Operating Officer, to the Board, filling an existing vacancy on the
Board. There is no existing family relationship between Mr. Hoyen
and any director or other executive officer of IGI.
In connection with
this appointment, on July 18, 2017, the Board granted Mr. Hoyen an
option to purchase 100,000 shares of IGI common
stock
, par value $.001
per share,
at an exercise price of
at $.04
(four cents)
per share which was immediately
vested.
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10.1
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Line of Credit and
Note Agreement between the Company and Andrew Hoyen dated July 18,
2017
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10.2
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Stock option
agreement between the Company and Andrew Hoyen dated July 18, 2017
for 400,000 common shares
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10.3
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Stock option
agreement between the Company and Andrew Hoyen dated July 18, 2017
for 100,000 common shares
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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By:
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/ s/ James
Villa
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James
Villa
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President and Chief
Executive Officer
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3
LINE OF CREDIT NOTE AND AGREEMENT
Between Infinite Group, Inc. and Andrew Hoyen.
Dated July 18, 2017
Whereas
: Infinite Group, Inc.,
(“Company”) a Delaware corporation whose address is 175
Sully’s Trail, Suite 202, Pittsford, NY 14534, ("Borrower")
desires to borrow One Hundred Thousand dollars
($100,000.00).
Whereas:
Andrew Hoyen whose
address is 3 Blandford Lane, Fairport, NY 14450 ("Lender"), desires
to lend the Com
pany the
principal sum of One Hundred Thousand Dollars
($100,000.00).
Wherefore:
The Borrower and
Lender hereunder create this Note and Agreement between Borrower
and Lender to memorialize the terms, conditions and consideration
to effectuate the foregoing:
Origination Schedule
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Date
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Amount
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Initial Loan
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July 18, 2017
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$30,000.00
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Second Origination
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To Be Determined
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To Be Determined
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Third Origination
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To Be Determined
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To Be Determined
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PAYMENT TERMS:
Borrower shall pay lender quarterly interest
only payments during the term of the loan.
Interest payments shall be due to the Lender
within ten calendar days from each calendar quarter end. Each
quarterly payment of interest shall be adjusted based on the
principal outstanding for the actual number of number of days in
each period and applying the interest rate.
INTEREST:
Interest is
calculated at the annual rate of 6% (six percent).
The
interest rate is adjusted annually, on January 1st of each year, to
a rate equal to the prime rate in effect on December 31st of the
immediately preceding year, plus one and one quarter percent, and
in no event, shall the interest rate be less than 6% per annum.
Interest shall be calculated based on the principal balance as
may be adjusted from time to time to
reflect additional advances and payments of principal made
hereunder. Interest on the unpaid balance of this Note shall accrue
daily.
DUE DATE:
The outstanding principal balance of this Note
shall be due and payable July 31, 2022.
Borrower shall have
the right, at its option and without prior notice to Lender, and
without penalty, to prepay all or any part of the outstanding
principal amount and accrued interest of this Note at any
time.
FEE:
In consideration for providing this financing, Borrower
shall grant to Lender a stock option to purchase a total of 400,000
shares of the Company's Common Stock, par value $.001 per share at
$.04 (four cents) per share. Such option shall become fully vested
and exercisable on July 31, 2017. This option shall expire five
years from the date hereof.
SHARES OFFERED FOR SALE:
During the term of this note if the
Lender or Lender’s successor offers the Company’s
common shares for sale to a third party
(not to include shares sold in open market
transactions) Lender agrees
to
provide
the Company with
the
right of first refusal to purchase the common shares on the same
terms and conditions.
REGISTRATION RIGHTS:
If the Borrower proposes to register
any of its $.001 par value common stock (other than pursuant to a
Registration on Form S-4 or S-8 or any successor form), it will
give prompt written notice to the Lender of its intention to affect
such Registration (the “Incidental Registration”).
Within ten business days of receiving such written notice of an
Incidental Registration, the Lender may make a written request (the
“Piggy-Back Request”) that the Borrower include in the
proposed Incidental Registration all, or a portion, of the
Registrable Securities owned by the Lender (which Piggy-Back
Request shall set forth the Registrable Securities intended to be
disposed of by the Lender and the intended method of disposition
thereof).
DEFAULT:
The Borrower shall be
in default of this Note on the occurrence of any of the following
events:
(i)
failure of the
Borrower to pay the principal amount of this Note together with
accrued interest within twenty (20) business days following the
Lender’s written notice of default and demand;
(ii)
the
Borrower shall be dissolved or liquidated;
(iii)
the bankruptcy of
Borrower or the filing by Borrower of a voluntary petition under
any provision of the bankruptcy laws; the institution of bankruptcy
proceedings in any form against Borrower which shall be consented
to or permitted to remain undismissed or unstayed for ninety days;
or the making by Borrower of an assignment for the benefit of
creditors;
(iv)
the
Borrower shall commence any case, proceeding, or other action under
any existing or future law of any jurisdiction relating to
bankruptcy, insolvency, reorganization or relief of debtors, or any
such action shall be commenced against the
undersigned;
(v)
the
Borrower shall suffer a receiver to be appointed for it or for any
of its property or shall suffer a material garnishment, attachment,
levy or execution; or
(vi)
the taking of any
judgment against Borrower, which judgment is not paid in accordance
with its terms, satisfied, discharged, stayed or bonded within
ninety (90) days from the entry thereof.
Upon the occurrence of any such Default event (Breach) Lender may
demand the entirety of the outstanding amount due from Borrower to
Lender.
No
failure on the part of Lender to exercise, and no delay in
exercising, any of the rights provided for in this Note and
Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise by Lender of any right preclude any other or
future exercise thereof or the exercise of any other
right.
Borrower
agrees to pay all costs and expenses incurred by Lender in
enforcing this Note, including without limitation all reasonable
attorney’s fees and expenses incurred by Lender.
This
Note and Agreement shall be interpreted and construed according to,
and governed by, the laws of the State of New York, excluding any
such laws that might direct the application of the laws of another
jurisdiction. All actions or suits in law or equity arising out of
or related to this Note and Agreement shall be litigated in Supreme
Court Monroe County, New York.
This
Agreement and Note and any exhibits attached hereto constitutes the
entire agreement between the parties concerning the subject matter
hereof. All prior agreements, discussions, warranties and covenants
are merged herein. This Agreement and Note may only be amended in
writing and duly executed by all parties.
REMEDIES:
Upon default of this
Note, Lender may declare the entire amount due and owing hereunder
to be immediately due and payable. Lender may also use all remedies
in law and in equity to enforce and collect the amount owed under
this Note.
Borrower hereby waives demand, presentment, notice of dishonor,
diligence in collecting, grace and notice of protest.
RECORDS:
Borrower shall
maintain records in compliance with generally accepted accounting
principles that provide sufficient details of each borrowing,
payments of principal and interest, and computations of each
periodic payment. Upon Lender’s request, Borrower shall
reconcile such records to those of Lender to assure each party is
in agreement of the principal amount outstanding, principal paid,
interest paid, and interest accrued under the terms of this
Note.
This Agreement has been duly and validly authorized, executed and
delivered by the Company and this Agreement is the valid and
binding agreement of the Company enforceable in accordance
with its terms.
IN WITNESS WHEREOF
, Borrower and Lender have caused this
Note to be executed and delivered as set forth above.
Infinite
Group, Inc.
By:
__
/s/James
Villa
__________________
James
Villa, President
Date:
July 18, 2017
Andrew
Hoyen
By:
___
/s/ Andrew
Hoyen
_______________
Date:
July 18, 2017
INFINITE
GROUP, INC.
Incentive
Stock Option Agreement
Date:
July 18, 2017
WHEREAS
, Infinite Group, Inc., a
Delaware corporation (the “
Company
”) hereby desires to
compensate Andrew Hoyen (the “
Optionee
”) with an origination fee
pursuant to the Company’s and the Optionee’s $100,000
line of credit and note agreement which extends through July 31,
2022 (“
Financing
”); and
WHEREAS
, the Optionee desires to provide
the Financing to the Company; and
WHEREAS,
the Company and the Optionee
desire that the Optionee be compensated for originating the
Financing by the vesting of the options granted
hereby.
NOW THEREFORE,
the Company and the
Optionee hereby agree as follows:
The
Company pursuant to its 2009 Stock Option Plan (“the
Plan”), hereby grants
Andrew
Hoyen
(the “Optionee”) an incentive stock option
to purchase a total of
400,000
shares of the Company’s
Common Stock, par value $.001 per share, at the price of
$.04
per share on the terms
and conditions set forth herein and in the Plan. As used herein,
the term “Company” includes any affiliates of the
Company.
(a)
This option shall
become effective on the date of grant and shall be exercisable as
for 400,000 shares on July 31, 2017.
(b) This
option shall expire on July 31, 2022 (the “Termination
Date”).
2.
Written Notice of Exercise.
This
option may be exercised only by the delivery to the Secretary or
Treasurer of the Company at its principal office within the time
specified in Paragraph 1, of a written notice of exercise
substantially in the form described in Paragraph 8.
3.
Anti-Dilution Provisions.
(a) If
there is any stock dividend, stock split, or combination of shares
of Common Stock of the Company, the number and amount of shares
then subject to this option shall be proportionately and
appropriately adjusted; no change shall be made in the aggregate
purchase price to be paid for all shares subject to this option,
but the aggregate purchase price shall be allocated among all
shares subject to this option after giving effect to the
adjustment.
(b)
If there is any
other change in the Common Stock of the Company, including
recapitalization, reorganization, sale of exchange of assets,
exchange of shares, offering of subscription rights, or a merger or
consolidation in which the Company is the surviving corporation, an
adjustment, if any, shall be made in the shares then subject to
this option as the Board of Directors may deem equitable. Failure
of the Board of Directors to provide for an adjustment pursuant to
this subparagraph prior to the effective date of any Company action
referred to herein shall be conclusive evidence that no adjustment
is required in consequence of such action.
(c)
If the Company is
merged into or consolidated with any other corporation, or if it
sells all or substantially all of its assets to any other
corporation, then either (i) the Company shall cause provisions to
be made for the continuance of this option after such event, or for
the substitution for this option of an option covering the number
and class of securities which the Optionee would have been entitled
to receive in such merger or consolidation by virtue of such sale
if the Optionee had been the holder of record of a number of shares
of Common Stock of the Company equal to the number of shares
covered by the unexercised portion of this option, or (ii) the
Company shall give to the Optionee written notice of its election
not to cause such provision to be made and this option shall become
exercisable in full (or, at the election of the optionee, in part)
at any time during a period of 20 days, to be designated by the
Company, ending not more than 10 days prior to the effective date
of the merger, consolidation or sale, in which case this option
shall not be exercisable to any extent after the expiration of such
20 -day period. In no event, however, shall this option be
exercisable after the Termination Date.
4.
Investment Representation; Legend on Certificates; Special
Restriction on Resale.
The
Optionee agrees that until such time as a registration statement
under the Securities Act of 1933 becomes effective with respect to
the option and/or the stock underlying the option, the Optionee is
taking this option and will take the stock underlying the option,
for investment and not for resale or distribution. The Company
shall have the right to place upon the face of any stock
certificate or certificates evidencing shares issuable upon the
exercise of this option such legend as the Board of Directors may
prescribe for the purpose of preventing disposition of such shares
in violation of the Securities Act of 1933, as now or hereafter
provided.
This
option shall not be transferable by the Optionee other than by will
or by laws of descent or distribution, and is exercisable during
the lifetime of the Optionee only by the Optionee.
6.
Certain Rights Not Conferred by Option.
The
Optionee shall not, by virtue of holding this option, be entitled
to any rights of a stockholder in the Company.
The
Company shall pay all original issue and transfer taxes with
respect to the issuance and transfer of shares of Common Stock of
the Company pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection
therewith.
(a)
An option shall be
exercisable by written notice of such exercise, in the form
prescribed by the Board of Directors to the Secretary or Treasurer
of the Company, at its principal office. The notice shall specify
the number of shares for which the option is being exercised (which
number, if less than all of the shares then subject to exercise,
shall be at least 100,000 or a multiple thereof) and shall be
accompanied by payment in full of the purchase price of such
shares. No shares shall be delivered upon exercise of any option
until all laws, rules and regulations, which the Board of Directors
may deem applicable, have been complied with. If a registration
statement under the Securities Act of 1933, as amended (the
“Act”) is not then in effect with respect to the shares
issuable upon such exercise, it shall be a condition precedent that
the person exercising the option give to the Company a written
representation and undertaking, satisfactory in form and substance
to the Board of Directors, that he is acquiring the shares for his
own account for investment and not with a view to the distribution
thereof.
(b) The
person exercising an option shall not be considered a record holder
of the stock so purchased for any purpose until the date on which
he is actually recorded as the holder of such stock in the records
of the Company.
(c) If
the Optionee ceases to serve as an employee of the Company, he may,
but only within thirty (30) days after the date he ceases to be an
employee of the Company, exercise this option to the extent that he
was entitled to exercise it as of the date of such termination. If
the Optionee shall have been an employee of the Company at the time
of his death or permanent disability, then this option shall be
exercisable by his personal representative or him, as the case may
be, for a period ending on the earlier of (i) one year from the
date of the death or permanent disability or (ii) the date on which
the option expires in accordance with its terms. Notwithstanding
the provisions of this Section 8(c), in the event that the
Employee’s employment is terminated “for cause,”
as such term is defined and interpreted by the courts of the State
of New York, the Employee’s right to exercise this Option
shall expire on the date of his termination.
9.
Covenant not to Compete or Otherwise Injure the Company; Work
Product.
The
acceptance by the Optionee of this option shall constitute the
acceptance of and agreement to all of the terms and conditions
contained herein and in the Plan, and shall further constitute a
covenant and agreement on the part of the Optionee to the effect
that, without any additional compensation:
(a)
The Optionee shall,
so long as he is affiliated with the Company, and for a period of
12 months after the termination of his affiliation with the
Company, he will not engage in any competitive activities as herein
defined:
(i)
Hiring, offering to
hire, enticing away or in any other manner persuading or attempting
to persuade any officer, employee or agent of the Company to
discontinue his relationship with the Company without the written
permission of the Company unless the Optionee clearly establishes
that the relationship was initiated by the other party
thereto;
(ii)
Directly or
indirectly soliciting, diverting, taking away or attempting to
solicit, divert, or take away any business of the Company of which
the Optionee has any knowledge during the term of his employment,
unless the Optionee clearly establishes that the relationship was
initiated by the other party thereto. The term
“business” shall mean actual or proposed contracts or
arrangements for products or services of the Company and any
reasonable extension or continuation of the business of the Company
as constituted upon the termination of Optionee’s
employment.
(b)
The Optionee shall
not make or permit to be made, except in pursuance of his duties
and for the sole use and account of the Company or its nominees,
any copies, abstracts or summaries of any Company reports, papers,
documents or programs, whether made by him or by
others.
(c)
The Optionee shall
keep confidential and not disclose to others, except as required by
his service as an employee or by law, any matter or thing
ascertained by him through his association with the Company, not
otherwise publicly known, the disclosure of which might possibly be
contrary to the best interest of any person, firm, or corporation
doing business with the Company, or of the Company.
10.
Governing
Plan.
This
Agreement is subject to the terms and conditions of the Plan, a
copy of which is available upon request from the Secretary of the
Company.
INFINITE
GROUP, INC.
By the
Company: ___
/s/James
Villa
___________________________
James
Villa, President
Regarding: Option
agreement dated July 18, 2017 for 400,000 shares of the
Company’s Common Stock, par value $.001 per share, at the
Exercise Price of $.04 per share, I accept the terms of this
agreement.
___
/s/
Andrew Hoyen
_____________
Andrew Hoyen, Optionee
Date:
____
7/18
/2017
______________
INFINITE
GROUP, INC.
Incentive
Stock Option Agreement
Date:
July 18, 2017
WHEREAS
, Infinite Group, Inc., a
Delaware corporation (the “
Company
”), hereby desires to
retain the services of Andrew Hoyen (the “
Optionee
”) as a member of the
board (“Board”) of directors of the Company;
and
WHEREAS
, the Optionee desires to provide
services to the Company as a member of the Board; and
WHEREAS,
the Company and the Optionee
desire that the Optionee be compensated for these services to the
Company by the vesting of the options granted hereby.
NOW THEREFORE,
the Company and the
Optionee hereby agree as follows:
The
Company pursuant to its 2009 Stock Option Plan (“the
Plan”), hereby grants
Andrew
Hoyen
(the “Optionee”) an incentive stock option
to purchase a total of
100,000
shares of the Company’s
Common Stock, par value $.001 per share, at the price of
$.04
per share on the terms
and conditions set forth herein and in the Plan. As used herein,
the term “Company” includes any affiliates of the
Company.
(a)
This option shall
become effective on the date of grant and shall be exercisable as
for 100,000 shares on July 18, 2017.
(b) This
option shall expire on July 17, 2022 (the “Termination
Date”).
2.
Written Notice of Exercise.
This
option may be exercised only by the delivery to the Secretary or
Treasurer of the Company at its principal office within the time
specified in Paragraph 1, of a written notice of exercise
substantially in the form described in Paragraph 8.
3.
Anti-Dilution Provisions.
(a) If
there is any stock dividend, stock split, or combination of shares
of Common Stock of the Company, the number and amount of shares
then subject to this option shall be proportionately and
appropriately adjusted; no change shall be made in the aggregate
purchase price to be paid for all shares subject to this option,
but the aggregate purchase price shall be allocated among all
shares subject to this option after giving effect to the
adjustment.
(b)
If there is any
other change in the Common Stock of the Company, including
recapitalization, reorganization, sale of exchange of assets,
exchange of shares, offering of subscription rights, or a merger or
consolidation in which the Company is the surviving corporation, an
adjustment, if any, shall be made in the shares then subject to
this option as the Board of Directors may deem equitable. Failure
of the Board of Directors to provide for an adjustment pursuant to
this subparagraph prior to the effective date of any Company action
referred to herein shall be conclusive evidence that no adjustment
is required in consequence of such action.
(c)
If the Company is
merged into or consolidated with any other corporation, or if it
sells all or substantially all of its assets to any other
corporation, then either (i) the Company shall cause provisions to
be made for the continuance of this option after such event, or for
the substitution for this option of an option covering the number
and class of securities which the Optionee would have been entitled
to receive in such merger or consolidation by virtue of such sale
if the Optionee had been the holder of record of a number of shares
of Common Stock of the Company equal to the number of shares
covered by the unexercised portion of this option, or (ii) the
Company shall give to the Optionee written notice of its election
not to cause such provision to be made and this option shall become
exercisable in full (or, at the election of the optionee, in part)
at any time during a period of 20 days, to be designated by the
Company, ending not more than 10 days prior to the effective date
of the merger, consolidation or sale, in which case this option
shall not be exercisable to any extent after the expiration of such
20 -day period. In no event, however, shall this option be
exercisable after the Termination Date.
4.
Investment Representation; Legend on Certificates; Special
Restriction on Resale.
The
Optionee agrees that until such time as a registration statement
under the Securities Act of 1933 becomes effective with respect to
the option and/or the stock underlying the option, the Optionee is
taking this option and will take the stock underlying the option,
for investment and not for resale or distribution. The Company
shall have the right to place upon the face of any stock
certificate or certificates evidencing shares issuable upon the
exercise of this option such legend as the Board of Directors may
prescribe for the purpose of preventing disposition of such shares
in violation of the Securities Act of 1933, as now or hereafter
provided.
This
option shall not be transferable by the Optionee other than by will
or by laws of descent or distribution, and is exercisable during
the lifetime of the Optionee only by the Optionee.
6.
Certain Rights Not Conferred by Option.
The
Optionee shall not, by virtue of holding this option, be entitled
to any rights of a stockholder in the Company.
The
Company shall pay all original issue and transfer taxes with
respect to the issuance and transfer of shares of Common Stock of
the Company pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection
therewith.
(a)
An option shall be
exercisable by written notice of such exercise, in the form
prescribed by the Board of Directors to the Secretary or Treasurer
of the Company, at its principal office. The notice shall specify
the number of shares for which the option is being exercised (which
number, if less than all of the shares then subject to exercise,
shall be at least 100,000 or a multiple thereof) and shall be
accompanied by payment in full of the purchase price of such
shares. No shares shall be delivered upon exercise of any option
until all laws, rules and regulations, which the Board of Directors
may deem applicable, have been complied with. If a registration
statement under the Securities Act of 1933, as amended (the
“Act”) is not then in effect with respect to the shares
issuable upon such exercise, it shall be a condition precedent that
the person exercising the option give to the Company a written
representation and undertaking, satisfactory in form and substance
to the Board of Directors, that he is acquiring the shares for his
own account for investment and not with a view to the distribution
thereof.
(b) The
person exercising an option shall not be considered a record holder
of the stock so purchased for any purpose until the date on which
he is actually recorded as the holder of such stock in the records
of the Company.
(b)
If the Optionee
ceases to serve as an employee of the Company, he may, but only
within thirty (30) days after the date he ceases to be an employee
of the Company, exercise this option to the extent that he was
entitled to exercise it as of the date of such termination. If the
Optionee shall have been an employee of the Company at the time of
his death or permanent disability, then this option shall be
exercisable by his personal representative or him, as the case may
be, for a period ending on the earlier of (i) one year from the
date of the death or permanent disability or (ii) the date on which
the option expires in accordance with its terms. Notwithstanding
the provisions of this Section 8(c), in the event that the
Employee’s employment is terminated “for cause,”
as such term is defined and interpreted by the courts of the State
of New York, the Employee’s right to exercise this Option
shall expire on the date of his termination.
9.
Covenant not to Compete or Otherwise Injure the Company; Work
Product.
The
acceptance by the Optionee of this option shall constitute the
acceptance of and agreement to all of the terms and conditions
contained herein and in the Plan, and shall further constitute a
covenant and agreement on the part of the Optionee to the effect
that, without any additional compensation:
(a)
The Optionee shall,
so long as he is affiliated with the Company, and for a period of
12 months after the termination of his affiliation with the
Company, he will not engage in any competitive activities as herein
defined:
(i)
Hiring, offering to
hire, enticing away or in any other manner persuading or attempting
to persuade any officer, employee or agent of the Company to
discontinue his relationship with the Company without the written
permission of the Company unless the Optionee clearly establishes
that the relationship was initiated by the other party
thereto;
(ii)
Directly or
indirectly soliciting, diverting, taking away or attempting to
solicit, divert, or take away any business of the Company of which
the Optionee has any knowledge during the term of his employment,
unless the Optionee clearly establishes that the relationship was
initiated by the other party thereto. The term
“business” shall mean actual or proposed contracts or
arrangements for products or services of the Company and any
reasonable extension or continuation of the business of the Company
as constituted upon the termination of Optionee’s
employment.
(b)
The Optionee shall
not make or permit to be made, except in pursuance of his duties
and for the sole use and account of the Company or its nominees,
any copies, abstracts or summaries of any Company reports, papers,
documents or programs, whether made by him or by
others.
(c)
The Optionee shall
keep confidential and not disclose to others, except as required by
his service as an employee or by law, any matter or thing
ascertained by him through his association with the Company, not
otherwise publicly known, the disclosure of which might possibly be
contrary to the best interest of any person, firm, or corporation
doing business with the Company, or of the Company.
10.
Governing
Plan.
This
Agreement is subject to the terms and conditions of the Plan, a
copy of which is available upon request from the Secretary of the
Company.
INFINITE
GROUP, INC.
By the
Company: __
/s/ James
Villa
___________
James
Villa, President
Regarding: Option
agreement dated July 18, 2017 for 100,000 shares of the
Company’s Common Stock, par value $.001 per share, at the
Exercise Price of $.04 per share, I accept the terms of this
agreement.
___
/s/
Andrew Hoyen
_______________________
Andrew Hoyen, Optionee
Date:
_____
7/18/2017
_______________________