Blueprint






  EXHIBIT 10.1





 



LINE OF CREDIT NOTE AND AGREEMENT

 



Between Infinite Group, Inc. and Harry A. Hoyen

 



Dated September 21, 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
Seventy-Five Thousand dollars ($75,000)

 



Whereas: Harry A. Hoyen whose
address is 12608 Cedar Road, Cleveland Heights, OH 44106
("Lender"), desires to lend the
Company the principal sum of Seventy-Five Thousand Dollars
($75,000.00).

 



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. Throughout the term of this
agreement, Borrower shall provide to Lender its written loan
request by fax or e-mail message stating the amount of the loan.
Lender shall use its best efforts to fund such loan request within
two business days of the Borrower’s request and provide
payment to Borrower by ACH or wire. On the date the funding has
occurred, Lender ender shall notify Borrower’s Corporate
Controller by e-mail message of the amount and date of the funding.
The outstanding principal balance of such loans shall not exceed
$75,000 at any time.

 



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 January 2, 2023. 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 pay a fee to Lender of 400,000 shares of $.001 par value common stock of the Company
on the date of this agreement.


 



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-1 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:
September 21, 2017

 


 

 


Harry
A. Hoyen

 


 

 


By:
__/s/ Harry A.
Hoyen________________

 


                                                          Date:
September 21, 2017