STOCK PURCHASE
AGREEMENT
This Stock Purchase Agreement (the
“Agreement”) is entered into as of May 1, 2009, by and
between PlanGraphics, Inc., a Colorado corporation having its
principal place of business at 112 East Main Street, Frankfort,
Kentucky, 40601 (the “Seller”), the Seller’s
wholly owned subsidiary, PlanGraphics, Inc., a Maryland Corporation
( “PGI MD”), John C. Antenucci whose mailing address is
PO Box 1503 Frankfort, KY 40602, (“Antenucci”),
Frederick G. Beisser whose residence address is 796 Tioga Trail,
Parker CO 80134 (“Beisser”), Integrated Freight
Systems, Inc., a Florida corporation (“Integrated”),
The Nutmeg Group, LLC (“Nutmeg Group”) and The Nutmeg
Fortuna Fund, LLLP (“Fortuna Fund”).
PREAMBLE
WHEREAS, PGI MD is a wholly owned
subsidiary of the Seller;
WHEREAS, Fortuna Fund has reached an
agreement with Integrated as set forth in an Amended and Restated
Stock Purchase Agreement, Stock Purchase Incident to Change of
Control (the “Integrated Transaction”) (attached hereto
as Exhibit “A” and made a part hereof), so that after
giving effect to the Integrated Transaction and the issuance of the
Seller’s common stock to Integrated, Integrated will own
80.2% of the outstanding stock of the Seller;
WHEREAS, the Integrated Transaction
requires the Seller to transfer all of its assets except pre-paid
insurance, including but not limited to the Seller’s
outstanding PGI-MD common stock, and liabilities except as provided
herein;
WHEREAS, the Seller desires to sell
PGI MD to Antenucci as provided in this Agreement to accommodate
the Integrated Transaction;
WHEREAS, Beisser is entitled to
certain benefits and compensation as a result of an Executive
Employment Agreement in effect;
WHEREAS, Seller has promised and
Antenucci is entitled to certain benefits and compensation as a
result of an Executive Employment Agreement in effect and is due
from Seller accrued but unsecured amounts for deferred payments and
reimbursements from the general account or assets of
Seller;
WHEREAS, PGI MD will agree to
maintain the Seller’s directors and officers liability
insurance “tail policy” in effect on the date of this
Agreement that covering Antenucci and Beisser without gap or lapse
for the three year period commencing on the Change of Control
;
NOW, THEREFORE, in consideration for
the expectations of the Parties as set forth in the preamble
hereto, the Parties covenant, promise and agree as
follows:
AGREEMENT
1.
Incorporation by
Reference . The preamble
and exhibits attached hereto are, and each of them is, incorporated
herein by this reference, as if fully stated
herein.
2.
Sale and purchase of PGI MD . The Seller shall sell and
Antenucci shall purchase all of PGI MD’s common stock (the
“Shares”). In consideration for the Shares, Antenucci
shall: (1) relieve Seller from its unsecured promise to make
severance payments from its general account or assets and forego
any claim associated with such promise pursuant to his Executive
Employment Agreement, and (2) voluntarily terminate his Executive
Employment Agreement at the time and in the manner to be agreed by
Integrated and Antenucci.
3.
Related transactions .Assuming satisfaction of the
conditions set forth in Section 4, then effective upon the
Closing:
(a) PGI MD will release the Seller
from all debts and obligations owed by the Seller to PGI MD
(including any intercompany debts and obligations) in
consideration for the
issuance by Integrated to PGI MD of 0.875% of Integrated’s
(as the survivor of the merger described below) common stock, based
on the Seller’s total number of shares of common stock issued
and outstanding immediately prior to the date hereof, and an equal
number of common stock purchase warrants, exercisable for two years
at a price of $0.50 per share, in each case issued by
Integrated.
(b) PGI MD shall assume all
liabilities and obligations of the Seller as set forth in Exhibit
“B” hereto, including (i) all known, unknown and
contingent liabilities and obligations, and (iii) the January 14,
2009 Convertible Debenture due February 28, 2009 in the principal
amount of $30,000 to the Fortuna Fund (the “Convertible
Debenture”) and (iii) the Seller’s liabilities and
obligations relating to the directors and officers liability
insurance described in paragraph 3(e), below, but excluding
liabilities in the amount not to exceed $28,000 in the aggregate,
and shall indemnify the Seller against suit to collect, including
attorney’s fees and costs and the collection thereof in
consideration for the
Seller’s bargain, sale, transfer and assignment of all of the
Seller’s assets, other than the Shares.
(c) Antenucci shall relieve Seller
from its promise to make payment of accrued but unsecured amounts
of deferred payments and reimbursements from its general account or
assets and forego any claims associated therewith in
consideration for Integrated (i) issuing to Antenucci 0.293% of
Integrated’s (as the survivor of the merger described below)
common stock, based on the Seller’s total number of shares of
common stock issued and outstanding at the date hereof, (ii)
issuing to Antenucci an equal number of common stock purchase
warrants, exercisable for two years at a price of $0.50 per share,
and (iii) purchasing and maintaining directors and officers
liability insurance pursuant to paragraph 3(e), below.
(d) Beisser shall release Seller
from all severance payments pursuant to his Executive Employment
Agreement in consideration for Integrated (i) issuing to Beisser 0.373% of
Integrated’s (as the survivor of the merger described below),
based on the Seller’s total number of shares of common stock
issued and outstanding at the date hereof, (ii) issuing to Beisser
an equal number of common stock purchase warrants, exercisable for
two years at a price of $0.50 per share, and (iii) purchasing and
maintaining directors and officers liability insurance pursuant to
paragraph 3(e), below.
(e) PGI MD shall, and hereby
agrees to maintain the Seller’s directors and officers
liability insurance “tail” policy in effect on the date
of this Agreement covering Antenucci and Beisser for events
occurring while they served as directors or officers of the Seller
with continuous coverage without gap or lapse for the three-year
period commencing on a Change of Control; provided that during such
three-year period, Integrated’s liability for indemnification
of Antenucci or Beisser shall not exceed $125,000 per person in the
aggregate, which is the amount of the deductible under the current
policy; and provided further that after such three-year period PGI
MD and Integrated shall have no liability to Antenucci and Beisser
whatsoever to maintain directors and officers liability insurance
or for indemnification under statute, the articles of
incorporation, bylaws, contract or otherwise.
(f) Fortuna Fund shall cancel
and discharge forever the Convertible Debenture and Nutmeg Group
shall terminate and release its securi
