CONSOLIDATION AND MODIFICATION AGREEMENT (“CAMA”)
Exhibit
10.1
(“CAMA”)
This
CAMA is made this 24th day of August, 2020 between Infinite Group,
Inc., a Delaware Corporation with Offices at 000 Xxxxx'x Xxxxx Xxx
000 Xxxxxxxxx, XX 00000 ("Borrower") and Xx. Xxxxx Xxxxxxx
individually, residing at XXXXXXXXXX, Xxxxxxx, XX 00000
("Lender").
WORDS
USED OFTEN IN THIS DOCUMENT:
“Agreement”- this document which is dated August
24, 2020 and the schedules attached hereto will be called the
agreement.
“Borrower”- Infinite Group Inc. is the
“Borrower”.
“Lender”- Xx. Xxxxx Xxxxxxx is the
“Lender”.
“Pending Notes”- There are 3 separate
outstanding notes which this agreement addresses. The first Note
consists of a consolidation of multiple loans (between 2/25/03 and
2/26/04) into a singular note (10/1/05) in the aggregate principal
amount of $264,000.00 The second note (10/2/09) was in the original
principal amount of $50,000.00 which principal amount was reduced
to $30,000.00 by two payments of $10,000.00 (10/21/09 and
12/07/09). The third note (8/13/10) is in the principal amount of
$40,000.00
WHEREAS
Lender loaned Borrower monies in varying amounts under various
terms between 2003 and 2011 as reflected in multiple and particular
executed Promissory and Demand Notes;
WHEREAS
on October 1, 2005 the Parties consolidated certain multiple
Promissory Notes into a singular note and also agreed to separate
Demand Notes (the “Pending Notes”) in favor of the
Lender, which collectively reflect the entirety of the total of all
monies loaned by Lender to Borrower;
WHEREAS
the Lender has not loaned any further monies to Borrower since
October 17, 2011;
WHEREAS
the Parties agree that as of August 24, 2020 the total aggregate
amount Borrower owes Lender in the Pending Notes, inclusive of
principal, interest and all costs is $716,473.00 ("Total
Debt");
WHEREAS
the Borrower desires to retire a portion of said Total Debt by
payment to Lender in the amount of $550,000.00 and Lender in
exchange desires to release Borrower of the terms of the Pending
Notes and the Parties desire to execute a new Promissory Note to
obligate Borrower to Lender for the total remainder debt of
$166,473.00.
WHEREFORE,
the Parties in consideration of the mutual covenants set forth
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree
as follows:
1.
Borrower shall pay Lender the amount of
$550,000.00 and execute a
Promissory Note as attached hereto as Schedule
A.
2.
Borrower shall
execute a Promissory Note in favor Lender in the amount of
$166,473.00
3.
Lender shall execute a General Release and
Satisfaction as set forth as Schedule B, releasing Borrower of all obligations existing
between the Parties except those obligations as set forth at
Schedule A and C herein.
4.
Borrower shall provide Lender with an Option
Agreement authorizing Lender to purchase 500,000 shares of common
stock of Infinite Group Inc. A copy of the Option Agreement is
attached hereto as Schedule C.
5.
Borrower agrees to facilitate the removal of the
restricted legend from the restricted shares held by the Lender
which the Borrower acknowledges receipt of Certificate
Number IMC 1727
representing said shares.
6.
This Agreement may not be terminated, changed, or amended except
by a written agreement signed by the Party(s) whose rights or obligations are being changed
by said agreement.
7.
The Borrower agrees
that there is no set off or counterclaim or any defense to the
obligations of the Pending Notes.
By signing this Agreement, Lender and Borrower agree to all of the
above.
__________________________________________
_____________________________________
Lender: Xx. Xxxxx Xxxxxxx
Borrower: Infinite
Group Inc.
By: /s/ Xx. Xxxxx Xxxxxxx
/s/ Xxxxx
X. Xxxxx
_________________________________________
______________________________________
Xx. Xxxxx
Xxxxxxx
Xxxxx X. Xxxxx CEO Infinite Group Inc.
Schedule A
PROMISSORY NOTE
$166,473.00
Dated: August 24,
2020
FOR
VALUE RECEIVED, INFINITE GROUP,
INC., a corporation with offices at 175 Sully’s Trail,
Suite 202, Pittsford, NY 14534 (the “Borrower”), hereby
promises to pay to Xx. Xxxxx Xxxxxxx, an individual residing at
XXXXXXXXXXXXX, Xxxxxxx, XX 00000, (the “Lender”), the
principal sum of One hundred sixty six thousand four hundred and
seventy three Dollars ($166,473.00), plus interest at the annual
rate of 6 percent (6%), The interest only payments are due
bi-annually. First payment to be made on February 24th, 2022 and every six
(6) months thereafter until the note is retired.
Term:
The
term of this balloon note is forty-eight (48) months, due August
24, 2024.
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 of this Note at any time.
Upon
the occurrence of any of the following events of default, the
entire indebtedness evidenced by this Note, including expenses of
collection, shall immediately become due and payable without
further notice, presentation or demand:
(i) The
failure to pay an installment within ten (10) days of its due date
following the Lender’s written notice of default and
demand;
(ii)
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 (90) days; or the making by Borrower of an
assignment for the benefit of creditors;
(iii)
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;
or
(iv)
The assignment of this Note by Borrower, provided, however, that
Borrower may assign this Note to any person or entity that
controls, is controlled by or is under common control with,
Borrower.
No
failure on the part of Lender to exercise, and no delay in
exercising, any of the rights provided for herein, 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.
Lender
shall not, without the express prior written consent of Borrower,
assign, sell, gift or otherwise transfer this Note to any third
party, provided, however, that Lender may assign this Note to any
person or entity that controls, is controlled by or is under common
control with, Lender without the prior consent of
Borrower.
This
note and agreement shall be interpreted and construed according to,
and governed by, the laws of the State of New York, excluding any
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 and shall not be
removed.
Borrower
agrees to pay all costs and expenses incurred by Lender in
enforcing this Note, including without limitation all reasonable
attorneys fees and expenses incurred by Lender.
Borrower
agrees to pay all costs and expenses incurred by Lender in
enforcing this Note, including without limitation all reasonable
attorneys fees and expenses incurred by Lender.
IN WITNESS WHEREOF,
Borrower has caused this Note to be executed and delivered as of
the date set forth above.
INFINITE
GROUP, INC.
By:__/s/ Xxxxx X.
Villa____________________
Xxxxx
X. Xxxxx, CEO
Schedule B
RELEASE
To all
to whom these Presents shall come or Concern,
Know
That XX. XXXXX XXXXXXX, as RELEASOR, in consideration of the sum of
FIVE HUNDRED AND FIFTY THOUSAND AND 00/100 DOLLARS ($550,000),
received from INFINITE GROUP INC., as RELEASEE, receipt of which is
hereby acknowledged, releases and discharges INFINITE GROUP INC.,
the RELEASEE, RELEASEES’S administrators, directors,
officers, successors, and assigns from all claims, actions, any
causes of action, debts, sums of money, accounts, related to or
arising from the Pending Notes associated with this CAMA Agreement
Dated August 24, 2020. This Release does not affect the $166,473.00
Promissory Note Dated August 24, 2020.
The
words “Releasor” and “Releasee” include the
singular and the plural wherever construction of this instrument
dictates. This Release may only be changed in writing.
IN
WITNESS WHEREOF, the Releasor has executed this release on the 24th
day of August, 2020.
WITNESS:
_______________________________________
By:
_/S/
Xx. Xxxxx Robbins_____________________
Xx.
Xxxxx Xxxxxxx
Schedule C
INFINITE
GROUP, INC.
Stock Option Agreement
(This
“Agreement”)
Dated:
August 24 2020
(“Grant
Date”)
WHEREAS,
Infinite Group, Inc., a Delaware corporation (the
“Company”)
Infinite Group, Inc., a Delaware
corporation (the “Company”), hereby grants Xx. Xxxxx
Xxxxxxx (the “Optionee”) a stock option to
purchase a total of 500,000 (five hundred thousand) shares of the
Company’s Common Stock, par value $.001 per share, at the
price of $.05 (5 cents) per share on the terms and conditions set forth
herein. As used herein, the term “Company” includes any
affiliates of the Company.
NOW THEREFORE, the Company and the
Optionee hereby agree as follows:
1.
Grant of Option.
The
Company hereby grants to the Optionee a stock option to purchase a
total of 500,000 shares of the Company's Common Stock, par value
$.001 per share (the “Common
Stock”), at $.05 (five cents) per share (the
“Exercise
Price”).
2.
Term.
This
option shall expire on August 24, 2024 (“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”).
4.
Exercise of Options.
(a)
Subject to the
termination as provided in this Agreement, this Option may be
exercised at any time on or after the Grant Date hereof, in whole
or in part.
(b)
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 50,000 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
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.
7.
Non-Transferability.
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.
9.
Expenses.
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.
11.
Miscellaneous.
(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.
000
Xxxxx’x Xxxxx, Xxxxx 000
Xxxxxxxxx, XX
00000
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
(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 the
parties agree that the venue shall be limited to the Monroe County State Supreme Court
and shall not be
removed.
IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their respective duly
authorized representatives.
INFINITE GROUP, INC.
By: __/s/ Xxxxx X. Villa___________________________
Xxxxx
X. Xxxxx, Chief Executive
Officer
Date:
8/24/2020
Regarding: Option agreement dated 8/24/20
for 500,000 shares of the
Company’s Common Stock, par value $.001 per share, at the
Exercise Price of $.05 per share, I accept the terms of this
agreement.
__/s/
Xx. Xxxxx Robbins_____________________________
Xx.
Xxxxx Xxxxxxx, Optionee
Date:
8/24/2020
Optionee’s
Address:
XXXXXXXXXXXXX
Xxxxxxx, XX
00000
