AMENDED AND RESTATED STOCK
PURCHASE AGREEMENT
Stock Purchase Incident to Change of
Control
This Amended and Restated Stock
Purchase Agreement (the “Agreement”) is entered into as
of May 1, 2009, by and between Nutmeg/Fortuna Fund, LLLP, an
Illinois limited liability limited partnership with its principal
place of business located at Suite 10, 155 Revere Drive,
Northbrook, IL 60062, (the “Seller”) and Integrated
Freight Systems, Inc., a Florida Corporation with its principal
place of business located at Suite 200, 6371 Business Boulevard,
Sarasota, FL 34240 (the “Purchaser”). Each of the
Seller and Purchaser shall be referred to as a “Party”
and collectively as the “Parties”.
PREAMBLE
WHEREAS, the Seller is the
registered owner of 500 shares of Series A 12% Redeemable Preferred
Stock, $0.001 par value (the “Preferred Stock”) issued
by PlanGraphics, Inc. (“PGRA”), a publicly traded,
reporting Colorado corporation; and
WHEREAS, the Parties entered into a
Stock Purchase Agreement dated March 4, 2009 (Original Purchase
Agreement) pursuant to which the Seller agreed to sell and the
Purchaser agreed to purchase 100.0000008 shares of the Preferred
Stock; and
WHEREAS, the Purchaser had paid a
deposit of $5,000.00 against the original purchase price in the
Original Purchase Agreement by delivery of that amount to
PGRA’s independent public accountant in payment of audit or
review fees; and
WHEREAS, the Seller has made a Series A Redemption Request,
offering in the alternative to a cash redemption to redeem all 500
shares of Preferred Stock (including the 100.0000008 shares to be
purchased by the Purchaser pursuant to the Original Purchase
Agreement) for shares of PGRA’s common stock (the
“Common Stock”), the number of such common shares to be
determined by dividing the Series A Redemption Price at the Series
A Redemption Date $0.00165, which represents the per share volume
weighted average of the highest and lowest closing prices for the
Corporation’s common stock published by OTC Bulletin Board
for the 60 day period commencing on February 15, 2009 and ending on
April 15, 2009; and
WHEREAS, PGRA’s board of
directors has approved the redemption of the Preferred Stock for
the Common Stock; and
WHEREAS, the Seller and the
Purchaser desire to amend and restate the Original Purchase
Agreement, as provided herein below;
NOW, THEREFORE, in consideration for
the Original Purchase Agreement and the deposit made with respect
thereto, the Parties covenant, promise and agree as
follows:
AGREEMENT
1. Defined terms . All
capitalized terms not defined herein are defined in the Certificate
of Designation for the Preferred Stock filed with the Secretary of
State of Colorado.
2. Terms of the
purchase. The Seller will
sell and the Purchaser will purchase the 500 shares of Preferred
Stock for a price of $167,000 and 1,307,822 shares of
Purchaser’s common stock, par value $0.001 per share, as
provided in and subject to the terms and conditions set forth
herein. The purchase price, due at the closing
(“Closing”), will be
paid by delivery of the Purchaser’s promissory note, due in
one year with simple interest at a rate of eight percent per annum,
and certificates representing the shares of Purchaser’s
common stock. The Seller will deliver certificates representing the
Preferred Stock at the closing of the transaction against delivery
of the Purchaser’s promissory note and Purchaser’s
common stock. The Preferred Stock is and the Purchaser’s
common stock will be “restricted securities” as defined
in Rule 144 under the Securities Act of 1933. The Seller will enter
into a Lockup – Leak-out Agreement in the form of Exhibit
“A” with respect to the Purchaser’s common
stock.
3. Conditions precedent to
completion of sale and purchase . The following conditions
shall be satisfied before the Purchaser shall be obligated to
complete its purchase of the Preferred Stock:
(a) The Common Stock for which the
Preferred Stock is redeemed shall constitute more than one-half of
PGRA’s issued and outstanding common stock and PGRA shall
have no other options, warrants or other rights outstanding for the
purchase of its common stock or other equity securities, except
management options currently outstanding for the purchase of not
more than 5,666,432 shares of common stock.
(b) The Seller shall have agreed to
accept certain income interests from PGRA’s operating
subsidiary (“PGI MD”) in full payment of principal of
and accrued interest on a January 14, 2009 Convertible Debenture in the principal
amount of $30,000 issued by PGRA and to release PGRA from liability
therefore and Nutmeg Group LLC shall have released its security
interests related to the Preferred Stock.
4. Conditions subsequent to be
satisfied . At or after the sale and purchase contemplated by
this Agreement, the following conditions subsequent must be
satisfied. In the event any one or more such conditions is not
satisfied, the Purchaser, at its sole option, may cancel its
promissory note and the shares of its
