Infinite Group Inc Sample Contracts

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EXHIBIT 2.3
Escrow Agreement • December 13th, 2000 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies
LOAN AGREEMENT
Loan Agreement • March 15th, 1999 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies • Rhode Island
EXHIBIT 10-G
Asset Purchase Agreement • August 7th, 2002 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies • Illinois
ARTICLE II REPRESENTATIONS AND WARRANTIES
Securities Purchase Agreement • August 7th, 2002 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
EXHIBIT 10-E AGREEMENT
Agreement • August 7th, 2002 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
WITNESSETH
Supply Agreement • March 30th, 1998 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies • California
EXHIBIT 10-C
Securities Purchase Agreement • August 7th, 2002 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies
EXHIBIT 10-B
Securities Purchase Agreement • August 7th, 2002 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
RECITALS:
Asset Purchase Agreement • July 26th, 2005 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies • Rhode Island
WARRANT AGENT AGREEMENT
Warrant Agent Agreement • September 9th, 2022 • Infinite Group Inc • Services-prepackaged software • New York

This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [*], 2022 (the “Issuance Date”) is between Infinite Group, Inc., a Delaware corporation (the “Company”), and Issuer Direct (the “Warrant Agent”).

Contract
Infinite Group Inc • May 4th, 2022 • Services-prepackaged software • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE ”EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE ”OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.

UNDERWRITING AGREEMENT
Underwriting Agreement • September 9th, 2022 • Infinite Group Inc • Services-prepackaged software • New York
INFINITE GROUP, INC. INDEMNITY AGREEMENT
Indemnity Agreement • May 4th, 2022 • Infinite Group Inc • Services-prepackaged software • Delaware

THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of [__________], 2022, between Infinite Group, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).

COMMON STOCK PURCHASE WARRANT INFINITE GROUP, INC.
Common Stock Purchase Warrant • February 9th, 2023 • Infinite Group Inc • Services-prepackaged software • Delaware

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $118,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from INFINITE GROUP, INC., a Delaware corporation (the “Company”), 59,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated February 3, 2023, by and among the Company and the Holder

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 8th, 2021 • Infinite Group Inc • Services-computer programming, data processing, etc. • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2021, by and between INFINITE GROUP, INC., a Delaware corporation, with headquarters located at 175 Sully’s Trail, Suite 202, Pittsford, NY 14534 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

COMMON STOCK PURCHASE WARRANT INFINITE GROUP, INC.
Infinite Group Inc • May 4th, 2022 • Services-prepackaged software • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2022 (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of [●], 2027 or the Redemption Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Infinite Group, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 9th, 2023 • Infinite Group Inc • Services-prepackaged software • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 3, 2023, by and between INFINITE GROUP, INC., a Delaware corporation, with headquarters located at 175 Sully’s Trail, Suite 202, Pittsford, NY 14534 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

COMMON STOCK PURCHASE WARRANT INFINITE GROUP, INC.
Common Stock Purchase Warrant • February 9th, 2023 • Infinite Group Inc • Services-prepackaged software • Nevada

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated October 14, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from Infinite Group, Inc., a Delaware corporation (the “Company”), up to 3,098 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated February 3, 2023, by and among the Company and the Introduced Party (as defined in the Fee Agreement).

CONFIDENTIAL February 23, 1999
Infinite Group Inc • March 15th, 1999 • Miscellaneous electrical machinery, equipment & supplies
COMMON STOCK PURCHASE WARRANT INFINITE GROUP, INC.
Infinite Group Inc • September 20th, 2022 • Services-prepackaged software • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder” provided that a “Holder” shall include, if the warrant or warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such warrant or warrants) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of [●], 2027 or the Redemption Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Infinite Group, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warran

COMMON STOCK PURCHASE WARRANT
Infinite Group Inc • November 8th, 2021 • Services-computer programming, data processing, etc. • Delaware

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with facilitating a financing arrangement for the Company), J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from INFINITE GROUP, INC., a Delaware corporation (the “Company”), 160,125 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain agreement dated October 14, 2021, by and among the Company and the Holder (the “Finder’s Fee Agreement”).

June 27, 2002
Infinite Group Inc • July 26th, 2005 • Miscellaneous electrical machinery, equipment & supplies
INFINITE GROUP, INC. Incentive Stock Option Agreement Date: December 23, 2019
Incentive Stock Option Agreement • March 30th, 2020 • Infinite Group Inc • Services-computer programming, data processing, etc.

Infinite Group, Inc., a Delaware corporation (the “Company”), pursuant to its 2019 Stock Option Plan (“the Plan”), hereby grants James Villa (the “Optionee”) an incentive stock option to purchase a total of 250,000 shares of the Company’s Common Stock, par value $.001 per share, at the price of $.05 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.

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • September 9th, 2022 • Infinite Group Inc • Services-prepackaged software • New York

This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [*], 2022 (the “Issuance Date”) is between Infinite Group, Inc., a Delaware corporation (the “Company”), and Issuer Direct (the “Warrant Agent”).

RECITALS:
Asset Purchase Agreement • July 26th, 2005 • Infinite Group Inc • Miscellaneous electrical machinery, equipment & supplies • Rhode Island
EXHIBIT 2.4
Infinite Group Inc • December 13th, 2000 • Miscellaneous electrical machinery, equipment & supplies
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