FNAM Evolutionary Genomics Inc Common Stock (CE)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

FONA, INC.

(Name of Issuer)

Common Stock, $.001 par value.

(Title of Class of Securities)

344434 10 5

(CUSIP Number)

Steve B. Warnecke

1026 Anaconda Drive

Castle Rock, CO 80302

(303) 513-3510

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 1, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

*    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 344434 10 5
1	Names of Reporting Person.			Evolutionary Genomics, Inc.
2	Check the Appropriate Box if a Member of a Group  (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)			WC
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)			¨
6	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power			5,933,423
		8	Shared Voting Power (see Item 5 below)			0
		9	Sole Dispositive Power			5,933,423
		10	Shared Dispositive Power (see Item 5 below)			0
11	Aggregate Amount Beneficially Owned by Each Reporting Person					5,933,423
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11)				75.16%
14	Type of Reporting Person			CO

 

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CUSIP No. 344434 10 5
1	Names of Reporting Person.			Steve B. Warnecke
2	Check the Appropriate Box if a Member of a Group  (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)			OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)			¨
6	Citizenship or Place of Organization			United States
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power			5,933,423 (1)(2)
		8	Shared Voting Power (see Item 5 below)			0
		9	Sole Dispositive Power			5,933,423 (1)(2)
		10	Shared Dispositive Power (see Item 5 below)			0
11	Aggregate Amount Beneficially Owned by Each Reporting Person					0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11)				75.16% (1)(2)
14	Type of Reporting Person			IN

(1)  Mr. Warnecke may be deemed to have voting and dispositive control over 5,933,423 shares of common stock held by Evolutionary Genomics, Inc. Mr. Warnecke is Chief Executive Officer and one of three directors of Evolutionary Genomics, Inc. and holds 782,539 shares of Series B-2 preferred stock (“Series B-2”), representing 64.2% of the issued and outstanding Series B-2, and 1,032,780 shares of common stock, representing  26.8% of the issued and outstanding common stock of Evolutionary Genomics, Inc.  

(2)  Mr. Warnecke disclaims beneficial ownership of the reported securities and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for any purpose.

 

 

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AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 to Schedule 13D is filed on behalf of Evolutionary Genomics, Inc., a Delaware corporation (“Reporting Person” or “Evolutionary Genomics”) and Steve B. Warnecke (the “Principal” and, together with Evolutionary Genomics, the “Reporting Persons”).

Item 1.

Security and Issuer

Securities acquired: Common Stock, $.001 value (“Common Stock”)

Issuer:

Fona, Inc. (the “Issuer”)

1026 Anaconda Drive

Castle Rock, CO 80302

Item 2.

Identity and Background

(a)

This statement is filed by:

(i)  Evolutionary Genomics, Inc., a Delaware corporation, which is the holder of record of approximately 75.16% of the Issuer’s outstanding common stock, $0.001 par value (the “Common Stock”)  based on the number of shares of Common Stock outstanding (7,894,111 ) as of June 30, 2014, as reported by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on August 19, 2014;

(ii)  Steve B. Warnecke, a United States citizen is the beneficial holder of 5,933,423 shares of the issued outstanding shares of common stock of the Issuer.

(b)

The address of the principal business and principal office of each Reporting Person is 1026 Anaconda Drive, Castle Rock, CO 80108.

(c)

The principal occupation of Mr. Warnecke is Chief Executive Officer of Evolutionary Genomics, Inc., as well as President, Chief Executive Officer and Chief Financial Officer and Chairman of the Board of the Issuer.

 

(d)

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

(f)

Evolutionary Genomics is a Delaware corporation. Mr. Warnecke is a United States citizen.  

Item 3.

Source and Amount of Funds or Other Consideration.

The aggregate purchase price for the shares of Common Stock currently owned or beneficially owned by the Reporting Persons was $255,000, $145,000 paid on June 6, 2014 and $110,000 paid on October 1, 2014. The source of these funds was the working capital of Evolutionary Genomics.

 

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Item 4.

Purpose of the Transaction

On June 6, 2014, Evolutionary Genomics, Inc. (“Evolutionary Genomics”) entered into a Securities Purchase Agreement (the “First SPA”) whereby Michael Friess, the former Chairman of the Board, President and Chief Executive of Fona, Inc. (“Fona” or the “Company”), and Sanford Schwartz, member of the Company’s Board of Directors (the “Board”), agreed to sell, and Evolutionary Genomics, agreed to purchase, 366,000 shares of Common Stock from each of Messrs. Friess and Schwartz for an aggregate purchase price consideration of $145,000.  The First SPA further gave Evolutionary Genomics an option to purchase an additional 1,611,475 shares of Common Stock from each of Messrs. Friess and Schwartz for an aggregate purchase price consideration of $10,000 (the “Friess-Schwartz Option”).

 

In conjunction with the First SPA, Evolutionary Genomics entered into a Securities Purchase Option Agreement with Nick Boosalis, a shareholder of the Company, Desfaire, Inc., a Minnesota corporation and affiliate of Nick Boosalis, and The Boosalis Group, Inc., a Minnesota corporation and also an affiliate of Nick Boosalis, for the purchase of an option to acquire an aggregate of 2,252,233 shares of Common Stock (the “Boosalis Option”).  

On October 1, 2014, Evolutionary Genomics entered into a Securities Purchase Agreement (the “Second SPA”) with Michael Friess, Sanford Schwartz, Nick Boosalis, Desfaire, Inc. and The Boosalis Group, Inc., pursuant to which, in consideration of $110,000, Evolutionary Genomics purchased, in the aggregate, 5,201,423 shares (the “Shares”) of the Company’s Common Stock.  Mr. Warnecke, the Fona’s Chief Financial Officer, Treasurer Secretary and a Director prior to the Second SPA, is the Chief Executive Officer of Evolutionary Genomics and holder of 782,539 shares of the Series B-2 Preferred Stock, representing 64.2% of the issued and outstanding shares of preferred stock of Evolutionary Genomics, and 1,032,780 shares of commons stock, or 26.8% of the issued and outstanding common stock of Evolutionary Genomics.

As a result of the Second SPA, there was a change in control of the Company.  Evolutionary Genomics currently owns 5,933,423 shares of the Company’s Common Stock, or 75.16%.  The source of the funds for the purchase price for the shares of Common Stock was the working capital of Evolutionary Genomics. Other than the consummation of the Agreement and Plan of Merger dated June 6, 2014 by and among Evolutionary Genomics, EG I, LLC, a Colorado limited liability company, the Company, Fona Merger Sub, Inc., a Delaware corporation and Fona Merger Sub, LLC, a Colorado limited liability company (the “Merger Agreement”), there are no plans or proposals which relate to, or could result in, a further change in control at this time.  The Company and the Board may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to a change in control.

Simultaneously with the closing of the Second SPA, (i) Virginia Orndorff and Mark Boggess were appointed as directors of the Company by the Board, effective 10 days after an information statement on Schedule 14F-1 is mailed to the Company’s shareholders, (ii) Messrs. Friess and Schwartz’s voluntarily resigned as officers and directors of the Company, effective immediately, (iii) Steve B. Warnecke, the Company’s Chief Financial Officer, was appointed Fona’s President, Chief Executive Officer and Chairman of the Board effective immediately and (iv) Walter Messier was appointed the Company’s Secretary and Treasurer, effective immediately.

Further, on October 1, 2014, as part of the Second SPA the Friess-Schwartz Option and the Boosalis Option were cancelled.

The Reporting Persons may make further acquisitions of Common Stock from time to time and, subject to certain restrictions, may dispose of any or all of the Common Stock or shares of Common Stock held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors.

Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.

 

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Item 5.

Interest in Securities of the Issuer

(a)-(b) The aggregate number and percentage of Common Stock beneficially owned by each Reporting Person (on the basis of a total of 7,894,111 Common Stock outstanding as of June 30, 2014, as reported by the Issuer quarterly report on Form 10-Q filed by the Issuer with the SEC on August 19, 2014) are as follows:

Evolutionary Genomics, Inc.
a)		Amount beneficially owned: 5,933,423		Percentage: 75.16%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:		5,933,423
	ii.	Shared power to vote or to direct the vote:		0
	iii.	Sole power to dispose or to direct the disposition of:		5,933,423
	iv.	Shared power to dispose or to direct the disposition of:		0
Steve B. Warnecke
a)		Amount beneficially owned: 5,933,423		Percentage: 75.16%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:		5,933,423
	ii.	Shared power to vote or to direct the vote:		0
	iii.	Sole power to dispose or to direct the disposition of:		5,933,423
	iv.	Shared power to dispose or to direct the disposition of:		0

(c)

Except as set forth in Item 4 above, none of the Reporting Persons has effected any transactions in Common Stock during the 60 days preceding the date of this report.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 4 is incorporated by reference in this Item 6 as if fully set forth herein.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Company.

Item 7.

Material to be Filed as Exhibits

Exhibit 99.1		Joint Filing Agreement by and among the Reporting Persons.
Exhibit 99.2		Securities Purchase Agreement, dated as of October 1, 2014, by and among Michael Friess, Sanford Schwartz, Nick Boosalis, Desfaire, Inc., a Minnesota corporation, The Boosalis Group, Inc., a Minnesota corporation and Evolutionary Genomics, Inc.
Exhibit 99.3		Securities Purchase Agreement, dated as of June 6, 2014, by and among Michael Friess, Sanford Schwartz and Evolutionary Genomics, Inc. included as an exhibit to Schedule 13D filed on June 16, 2014.
Exhibit 99.4		Securities Purchase Option Agreement dated as of June 6, 2014, by and among Nick Boosalis, Desfaire, Inc., a Minnesota corporation, The Boosalis Group, Inc., a Minnesota corporation and Evolutionary Genomics, Inc. included as an exhibit to Schedule 13D filed on June 16, 2014.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 8, 2014
	EVOLUTIONARY GENOMICS, INC.
	By:	/s/ Steve Warnecke
	Name:	Steve Warnecke
	Title:	Chief Executive Officer
	/s/ Steve Warnecke
	Name:	Steve Warnecke, individually

 

 

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, $0.001 par value, of Fona, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of October 7, 2014.

EXHIBIT 99.2

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of October, 2014, by and among Michael Friess (“Friess”), Sanford Schwartz (“Schwartz”), Nick Boosalis (“Boosalis”), Desfaire, Inc., a Minnesota corporation (“Desfaire”), The Boosalis Group, Inc., a Minnesota corporation  (“The Boosalis Group”; each a “Seller” and collectively, the “Sellers”) and Evolutionary Genomics, Inc. (the “Buyer”).

 

W I T N E S S E T H:

 

WHEREAS, on June 6, 2014 Sellers and Buyer entered into (i) an Agreement and Plan of Merger (the “Agreement and Plan of Merger”) between the Company (as defined below), or a wholly owned subsidiary of the Company, and each of  the Buyer and EG I, LLC, (ii) a Securities Purchase Agreement by and among the Buyer, Friess and Schwartz and (iii) a Securities Purchase Option Agreement by and among the Buyer, Boosalis, Desfaire and The Boosalis Group ((ii) and (iii) are the “June 6^th Agreements”); and

WHEREAS, the June 6^th Agreements each contained an option to purchase shares of common stock, par value $0.001 per share (the “Common Stock”), of Fona,  Inc., a Nevada corporation (the “Company”; such options the “Options”), and

WHEREAS, Sellers desire to sell and Buyer desires to purchase, in the aggregate, 5,201,423 shares (in the amounts appearing next to each Seller’s name on Schedule A hereto, the “Shares”) of Common Stock of the Company, in each case on the terms and subject to the conditions set forth herein, and Sellers and Buyers wish to amend the June 6^th Agreements to cancel the Options (collectively, the “Transaction”), and

WHEREAS, in connection with the Transaction and the resulting change in control of the Company, Buyers and Sellers wish to make certain changes to the Company’s governance structure, including the appointment of and resignation of certain of the Company’s officers and directors, which shall require the filing of a Schedule 14F-1 with the Securities and Exchange Commission, and

NOW, THEREFORE, in consideration of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.

Sale of the Shares.  Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Sellers agree to sell, transfer and convey the Shares to the Buyer, and the Buyer agrees to purchase the Shares from the Sellers, for an aggregate purchase price of $110,000 (the “Purchase Price”).  The Shares shall be purchased and sold in the amounts set forth on Schedule A hereto.

2.

Option Cancellation.   The Sellers and the Buyer hereby agree to amend the June 6^th Agreements to cancel the Options. For clarity, no Common Stock retained by any Seller hereunder shall remain subject to the Options.  The June 6^th Agreements shall otherwise remain in full force and effect.  

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3.

Closing.

(a)

The purchase and sale of the Shares and the cancellation of the Options shall take place at a closing (the “Closing”), to be held promptly following the fulfillment of the conditions to closing set forth in Section 7 of this Agreement, at such place as shall be determined by the Buyer and the Sellers.  The date on which the Closing occurs is herein referred to as the “Closing Date.”  The Closing may be undertaken remotely by exchange of electronic documents (other than certificates for the Shares).

(b)

At the Closing:

(i)

The Sellers shall cause to be delivered to the Buyer, a certificate or certificates representing the aggregate number of Shares purchased by the Buyer, duly endorsed and accompanied by customary instruments of transfer.

(ii)

The Buyer shall have paid to the Sellers the Purchase Price for the Shares by wire transfer of immediately available funds.

(c)

At and at any time after the Closing, the parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the Transaction.  

(d)

All representations, covenants and warranties of the Buyer and Sellers contained in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though the same had been made on and as of such date.

4.

Representations and Warranties of Sellers regarding the Shares and this Agreement. Sellers severally represent and warrant to the Buyer that:  

(a)

Sellers have good and valid title to the Shares, free and clear of all mortgages, pledges, liens, security interests, conditional sale agreements, charges, encumbrances and restrictions.

(b)

The execution, delivery and performance by Sellers of this Agreement is within the Sellers’ legal right, power and capacity, and does not and will not contravene, or constitute a default under, any provision of any agreement, judgment, injunction, order decree or other instrument to which any Seller is a party or by which any Seller or any of its properties are bound.  

(c)

The Shares are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of any applicable foreign, federal or state securities laws or the Company’s articles of incorporation or bylaws.

(d)

The Sellers have authorized the execution and delivery of the Agreement hereby and have approved the Transaction.

(e)

The execution of this Agreement and the consummation of the Transaction will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which the Sellers are a party or to which any of their properties or operations are subject.

5.

[intentionally omitted]

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6.

Representations and Warranties of Buyer.  Each Buyer, severally and not jointly, represents to the Sellers that:

(a)

The Shares are being acquired for Buyer’s own account, not as nominee or agent, for investment purposes only and not with a view to the resale or distribution of any part thereof in violation of the Securities Act or any other law, rule or regulation, foreign or domestic.  Such Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act or any other law, rule or regulation, foreign or domestic.

(b)

Buyer did not learn of the investment in the Shares as a result of any public advertising or general solicitation, and is not aware of any public advertisement or general solicitation in respect of the Company or its securities.

(c)

Buyer is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of this investment and to make an informed decision relating thereto.

(d)

The execution, delivery and performance by such Buyer of this Agreement is within the such Buyer’s legal right, power and capacity, requires no action by or in respect of or filing with, any governmental body, agency or official and does not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order decree or other instrument to which such Buyer is a party or by which any of his properties is bound.  

7.

Conditions to Buyer’ Obligations.  The obligations of the Buyer under this Agreement are subject to the satisfaction or valid waiver by the Buyer of the following conditions.

(a)

The representations and warranties made by the Sellers in this Agreement were true when made and shall be true as of the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date.  

(b)

All authorizations, approvals and permits required to be obtained from or made with any governmental entity in order to consummate the Transaction and all consents from third persons that are required in connection with the Transaction shall have been obtained or made.

(c)

Buyer have completed its due diligence investigation of the Shares, and the results of such investigation are satisfactory to Buyer in its sole discretion.

(d)

The resignation of Friess as President and Chief Executive Officer of the Company and as director of the Company effective as of the Closing Date.

(e)

The resignation of Schwartz as Vice President and as director of the Company effective as of the Closing Date.

(f)

The appointment of  Virginia Orndorff and Mark Boggess to serve as directors of the Company, effective 10 days after the Company’s filing with the Securities and Exchange Commission of a Schedule 14F-1.

(g)

The appointment of  Steve B. Warnecke to serve as President and Chief Executive Officer of the Company, effective on the Closing Date.

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(h)

The appointment of Walter Messier to serve as Secretary and Treasurer of the Company, effective on the Closing Date.

8.

Miscellaneous.  

(a)

This Agreement embodies the entire agreement and understanding between the Sellers and Buyer with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

(b)

The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

(c)

The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions.  No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.  Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

(d)

The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.

(e)

This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of State of New York as if performed wholly within the borders of such state and without giving effect to the conflict of law principles thereof.  Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any federal or state court sitting in New York County, New York in the event any dispute between the parties hereto arises out of this Agreement solely in connection with such a suit between the parties, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement in any court other than a federal or state court sitting in New York County, New York.

(f)

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(g)

The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

(h)

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute a single agreement.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(i)

The captions appearing in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope and intent of this Agreement or any of the provisions hereof.

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(j)

Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, by facsimile transmission or sent by certified or registered mail, postage prepaid, and shall be deemed to be given, dated and received when so delivered personally or faxed or, if mailed, five business days after the date of mailing to the following address or fax number, or to such other address or addresses as such person may subsequently designate by notice given hereunder:

if to Sellers, to:

Michael Friess

2356 Tamarack Avenue

Boulder, Colorado 80304

And

The Boosalis Group, Inc.

212 2nd Street SE, Suite 224

Minneapolis, MN 55414

Attn: Nick Boosalis

 

 

if to Buyer, to:

Evolutionary Genomics, Inc.

1026 Anaconda Drive

Castle Rock, CO 80108

Attention: Steve Warnecke  

with a copy to (which shall not constitute notice):

 

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attention:  Barry I. Grossman, Esq.

Fax Number: (212) 370-7889

(k)

All of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing Date, for a period of one year from the Closing Date, except for those related to taxes, which shall survive as long as the applicable statute of limitations.

(l)

Each Seller will severally (and not jointly) indemnify and hold Buyer harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that Buyer may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by such Seller in this Agreement.   

(m)

The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in federal or state court sitting in New York County, New York, this being in addition to any other remedy to which they are entitled at law or in equity.

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(n)

Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminate.  Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur any liability or obligation unless such party breached its obligations under this Agreement or did not in good faith seek to resist or object to the imposition or entering of such order or judgment. 

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement the date and year first above written.

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SCHEDULE A

Schedule of Sellers and Buyer

Sellers

Name	Total Shares Held	Shares Sold	Shares Retained	Proceeds to be Received
Michael Friess	1,611,475	1,530,901	80,574	$32,375.58
Sanford Schwartz	1,611,475	1,530,901	80,574	$32,375.59
Nick T. Boosalis	534,194	421,582	112,612	$8,915.64
The Boosalis Group, Inc.	618,039	618,039	0	$13,070.33
Desfaire, Inc.	1,100,000	1,100,000	0	$23,262.86
Total	5,475,183	5,201,423	273,760	$110,000

Buyer

Name	Number of Shares to be Purchased	Portion of Aggregate Purchase Price
Evolutionary Genomics	5,201,423	$110,000
Total	5,201,423	$110,000