Blueprint
Exhibit
10.2
INFINITE
GROUP, INC.
Stock Option Agreement
(This
“Agreement”)
Dated:
May 14, 2019
(“Grant
Date”)
WHEREAS, Infinite Group, Inc., a
Delaware corporation (the “Company”) hereby desires to
compensate Harry A. Hoyen, III (the “Optionee”) with a fee pursuant to
the Company’s and the Optionee’s $500,000 Note Payable
Agreement dated May 7, 2019 (“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 the Financing by the
vesting of the options granted hereby.
NOW THEREFORE, the Company and the
Optionee hereby agree as follows:
The
Company hereby grants to the Optionee a stock option to purchase a
total of 2,500,000 shares of the Company's Common Stock, par value
$.001 per share (the “Common
Stock”), at $.02 (two cents) per share (the
“Exercise
Price”). Such option shall become fully vested fully
vested and exercisable on the date of receipt by the Company of the
first advance under the terms of the Financing.
If
Optionee fails, refuses or is unable to make any principal advance
to the Company according to the terms of the Financing, Optionee
agrees to accept a reduction in the Fee as stated in the Financing.
The Fee shall be reduced by the total amount of principal advances
that are not made divided by $500,000 multiplied by 2,500,000
Common shares. The Company and Optionee agree that this Stock
Option Agreement shall be cancelled, and the Company shall issue a
new stock option agreement to the Optionee with the number of
shares of the Company’s Common Stock as adjusted
herein.
This
option shall expire on the date stated in the Financing, August 31,
2026, or such earlier date as otherwise provided for herein (the
“Termination
Date”).
3.
Characterization of Options.
The
option granted pursuant to this Agreement is intended to constitute
a non-qualified option, subject to §83 of the Internal Revenue
Code of 1986, as amended (the “Code”).
(a)
Subject to earlier termination or cancellation as provided in this
Agreement, this Option may be exercised at any time on or after the
date hereof, in whole or in part.
(b)
To the extent vested prior to the Termination Date, this option
shall be exercisable by written notice of such exercise, in the
form prescribed by the Board of Directors of the Company (the
“Board”), to the
Secretary or Treasurer of the Company at its principal office. The
notice shall specify the number of shares of Common Stock for which
the option is being exercised (which number, if less than all the
shares then subject to exercise, shall be 500,000 or a multiple
thereof) and shall be accompanied by payment (i) in cash or by
check in the amount equal to the Exercise Price multiplied by the
number of shares to be purchased upon exercise, or (ii) in such
other manner as the Board shall deem acceptable. No shares shall be
delivered upon exercise of any option until all laws, rules and
regulations which the Board may deem applicable have been complied
with.
(c)
The Optionee shall not be considered a record holder of the Common
Stock issuable pursuant to this Agreement for any purpose until the
date on which the Optionee is recorded as the holder of such Common
Stock in the records of the Company.
(d)
In the event of death of the
Optionee, this option may be exercised, to the extent vested on the
date of death, at any time within twelve months following such date
of death by the Optionee's estate or by a person who acquired the
right to exercise this option by bequest or
inheritance.
(e)
In no event shall this option
be exercisable after the Termination Date.
5.
Anti-Dilution Provisions.
(a)
If there is any stock dividend, stock split, or combination of
shares of Common Stock, 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, including
recapitalization, reorganization, sale or 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 may deem equitable. Failure of the Board
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 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.
6.
Investment Representation; Legend on
Certificates.
The
Optionee agrees that until such time as a registration statement
under the Securities Act of 1933, as amended (the
“1933 Act”),
becomes effective with respect to the option and/or the stock, the
Optionee is taking this option and will take the stock underlying
this option, for his own account, for investment and not with a
view to the resale or distribution thereof. 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 may prescribe for the purpose of
preventing disposition of such shares in violation of the 1933 Act,
as now or hereafter provided.
This
option shall not be transferable by the Optionee other than by will
or by the laws of descent or distribution and is exercisable during
the lifetime of the Optionee only by the Optionee.
8.
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
pursuant hereto and all other direct fees and expenses necessarily
incurred by the Company in connection therewith.
10.
Optionee’s Representation and Warranties.
Other Agreements. Optionee
represents and warrants that he has the full right and authority to
enter into this Agreement. Optionee further represents and warrants
that he is not obligated under any contract (including, but not
limited to, licenses, covenants or commitments of any nature) or
other agreement or subject to any judgment, decree or order of any
court or administrative agency which would conflict with his
obligation to use his best efforts to perform hereunder or which
would conflict with the Company’s business and operations as
presently conducted or proposed to be conducted. Neither the
execution nor delivery of this Agreement, nor the carrying on of
the Company’s business will conflict with or result in a
breach of the terms, conditions or provisions of or constitute a
default under any contract, covenant or instrument to which
Optionee is currently a party or by which Optionee is currently
bound.
(a) No
Implied Rights. In no event shall this option be exercisable
after the Termination Date. Nothing herein shall be deemed to
create any employment.
(b) Notice.
All notices and other communications under this Agreement shall (a)
be in writing (which shall include communications by telecopy), (b)
be (i) sent by registered or certified mail, postage prepaid,
return receipt requested, by facsimile, or (ii) delivered by hand,
(c) be given at the following respective addresses and facsimile
numbers and to the attention of the following persons:
(i)
if to the Company
at:
Infinite Group,
Inc.
175
Sully’s Trail, Suite 202
Pittsford, NY
14534
Telephone: (585)
385-0610
Facsimile: (585)
385-0614
(ii)
if to Optionee, to
it at the address set forth below Investor’s signature on the
signature page hereof;
or at
such other address or facsimile number or to the attention of such
other person as the party to whom such information pertains may
hereafter specify for the purpose in a notice to the other
specifically captioned “Notice of Change of Address”,
and (d) be effective or deemed delivered or furnished (i) if given
by mail, on the fifth Business Day after such communication is
deposited in the mail, addressed as above provided, (ii) if given
by facsimile, when such communication is transmitted to the
appropriate number determined as above provided in this Section and
the appropriate answer back is received or receipt is otherwise
acknowledged, and (iii) if given by hand delivery, when left at the
address of the addressee addressed as above provided, except that
notices of a change of address, facsimile or telephone number,
shall not be deemed furnished, until received.
(c) Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without
reference to conflicts of law principles. With respect to any
matters that may be heard before a court of competent jurisdiction,
the parties consent to the jurisdiction and venue of the courts of
Monroe County, New York or of any federal court located in the
Western District of New York.
IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their respective duly
authorized representatives.
INFINITE
GROUP, INC.
By:
__/s/ James Villa___________________________
James Villa, President
Date: May 14, 2019
Regarding: Option
agreement dated May 14, 2019 for 2,500,000 shares of the
Company’s Common Stock, par value $.001 per share, at the
Exercise Price of $.02 per share, I accept the terms of this
agreement.
__/s/
Harry A. Hoyen, III_____________________________
Harry
A. Hoyen, Optionee
Date:
May 14, 2019
Optionee’s
Address:
Marblehead, OH
43440