Exhibit 3.3
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT ("Agreement") is entered into on December 22,
2008, by and between Michael Friess and Sanford Schwartz, Colorado residents
("Buyers"), and Fonahome Corporation, a Minnesota corporation (the "Company").
RECITALS
A. The Company has determined that it is in the Company and its shareholders'
best interest to sell 1,957,416 shares of the Company's common stock (the
"Shares") to each of the Buyers for a purchase price of $10,000 each
(3,914,832 shares and $20,000 in the aggregate), such proceeds to be used
to complete an audit of the Company's financial statements and the cost of
registering the Company's common stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") in order
to make the Company a suitable candidate for the acquisition of an
operating business through a so-called "reverse merger" (the event in which
the Company becomes an operating company being referred to herein as the
"Transaction").
B. The Company desires to sell and Buyers desire to purchase the Shares, all
subject to the terms and conditions contained in this Agreement.
AGREEMENT
In consideration of the above recitals and the promises set forth in this
Agreement, the parties agree as follows:
1. Purchase and Sale. Upon the reincorporation of the Company in the State of
Nevada and the increase in the Company's authorized capital stock as set
forth in Section 4.4 of this Agreement, each Buyer will deliver to the
Company the sum of $10,000 payable by check or any other form of payment
acceptable to the Company and the Company will deliver to each Buyer a
certificate for the Shares being purchased. Upon completion of the sale of
the Shares, the current members of the Company's Board of Directors will
resign and the Buyers and Chloe DiVita, a business associate of the Buyers,
will be elected to the Board of Directors.
2. Buyers' Representations. Buyers represent and warrant that they will use
their respective best efforts to resurrect and rehabi1iate the Company as a
"blank check" company with a class of securities registered pursuant to
Section 12(g) of the Exchange Act and to complete the Transaction. In the
event that either (i) the Buyers determine that in their opinion the effort
to complete the foregoing outweighs the benefits or (ii) the Transaction is
not completed on or before December 22, 2011, each Buyer will contribute to
the capital of the Company 1,904,785 shares of the common stock he has
purchased in accordance with Section 1 of this Agreement and will convert
any loans he has made to the Company into shares of the Company's common
stock or forgive such loans, as described below. If as of December 22, 2011
the Buyers have completed the audit of the Company's financial statements
amd registered the Company's common stock pursuant to
Section 12(g) of the Exchange Act, then the loans from Buyers, up to an
aggregate maximum of $80,000, will be converted at a conversion rate of
$0.19 per share of common stock, and any loans in excess of such $80,000
will be forgiven. If as of December 22, 2011 the Buyers have not completed
the audit of the Company's financial statements and registered the
Company's common stock pursuant to Section 12(g) of the Exchange Act, then
all the loans from Buyers will be forgiven and Buyers will contribute to
the capital of the Company all remaining shares of the Company that Buyers
acquired under this Agreement. While the cost of completing the foregoing
activities likely will exceed $20,000, the Buyers agree and warrant that no
additional shares of the Company's common or preferred stock will be issued
to the Buyers or any affiliate of the Buyers to raise additional working
capital for the Company prior to the Transaction without the prior approval
of shareholders owning at least 75% of the Company's then outstanding
shares of common stock.
3. Transaction Terms. Buyers contemplate that the terms of the Transaction
likely will consist of the purchase of all or substantially all of the
Buyers' Shares (at least a portion of which is expected to be paid in cash)
and the retention by the Company's remaining shareholders (possibly
including the Buyers) of a small percentage of the ownership of the Company
following the Transaction. Buyers agree that the economic benefit of a
Transaction as between the Buyers and the other shareholders of the Company
after deduction of Buyers' expenses in connection with the activities
contemplated in this Agreement is to be in accordance with their relative
ownership of the Company, that is, 50.1% for the Buyers and 49.9% for the
other shareholders. It is understood that Buyers' expenses include their
direct costs in connection with the Transaction, fees, if any, paid to
unrelated parties in connection with activities contemplated in this
Agreement, the cost of their investment in the Company, expenses of the
Company paid by Buyers and a reasonable allocation of the Buyers' related
general overhead expenses. In addition to Buyers' expenses, expenses of up
to $15,000 incurred by the Company for legal and accounting fees and the
cost of a fairness opinion obtained in preparation for the investment by
Buyers and paid by Nick T. Boosalis ("Boosalis"), will be included in the
expenses of the transaction and reimbursed out of the cash portion of the
proceeds. The value of any stock received and/or retained in the
Transaction will be based on the value attributed to shares of the
Company's common stock by a contemporaneous financing by the Company, if
any, or, in the absence of such a financing, as reasonably determined by
the Buyers in their sole discretion without an independent appraisal.
4. Company's Representations and Warranties.
4.1 The Company has full right and authority to sell the Shares to Buyers;
4.2 The Company's current capitalization consists solely of 5,000,000
shares of authorized common stock, 3,899,204 of which are currently
issued and outstanding and the Company has no outstanding options Of
commitments to sell any additional shares of capital stock and has no
outstanding indebtedness other than as set forth on Schedule 1 of this
Agreement;
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4.3 Upon issuance of the Shares, each Buyer will own 25.05% of the
Company's then issued and outstanding shares of common stock; and
4.4 Upon execution and delivery of this Agreement, the Company will use
its best efforts to notice and convene a special meeting of the
Company's shareholders as soon as practicable to consider and act upon
the following: (i) approve and ratify the recent sale of the Company's
assets to Boosalis and other actions by the Company's Board of
Directors; (ii) the reincorporation of the Company in the State of
Nevada; (iii) an increase in the Company's authorized capital stock to
include 780,000,000 shares of common stock, $.001 par value, and
20,000,000 shares of blank-check preferred stock, $.001 par value; and
(iv) to authorize the Company's Board of Directors to effect a
four-for-one reverse stock split of the Company's outstanding shares
of common stock, subject to the registration of the Company's common
stock pursuant to Section 12(g) of the Exchange Act and the approval
of the Company's common stock for trading on the Nasdaq Bulletin Board
(all of the share numbers and the conversion price set forth is
Section 2 in this Agreement other than the increase in the Company's
authorized capital stock set forth in this Section 4.4 are before the
foregoing reverse stock split and shall, upon the effective date of
this reverse stock split, be adjusted to account for the reverse stock
split and any other change in the Company's capitalization after the
date of this Agreement).
4.5 The Company acknowledges that: (i) the Buyers are engaged in other
similar and potentially competing activities; (ii) the Company has
been given a list of prior similar activities in which the Buyers have
been involved, including the terms of the transactions; (iii) neither
the Company nor any of its shareholder are or will be entitled to any
compensation with respect to such activities; (iv) the Buyers have no
duty or responsibility to the Company or its shareholders with respect
to these other/potentially competing activities; and (v) the Buyers
have made no representations or warranties regarding the potential
value of the Transaction.
5. Investment Representation. Each of the Buyers acknowledges and represents
as follows:
5.1 He has been given access to full and complete information regarding
the Company and has utilized such access to his satisfaction for the
purpose of obtaining information regarding the Company, and,
particularly, he has met with or been given reasonable opportunity to
meet with representatives of the Company for the purpose of obtaining
all information concerning the Company that he deems necessary to make
an informed investment decision.
5.2 He is in a financial position to hold the Shares (for purposes of this
Section 5. "Shares" includes any shares of the Company's common stock
issued upon the conversion of loans in accordance with the provisions
of Section 2 above) for an
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indefinite period of time and is able to bear the economic risk and
withstand a complete loss of his investment in the Shares.
5.3 He has such knowledge and experience in financial and business matters
that he is capable of reading and interpreting financial statements
and evaluating the merits and risks of the prospective investment in
the Shares.
5.4 He has obtained, to the extent he deems necessary, professional
investment advice with respect to the risks inherent in an investment
in the Shares, and the suitability of an investment in the Shares in
light of his financial condition and investment needs.
5.5 He believes that the investment in the Shares is suitable for him
based upon the his investment objectives and financial needs, and he
has adequate means for providing for his current financial needs and
personal contingencies and has no need for liquidity of investment
with respect to the Shares.
5.6 He recognizes that an investment in the Shares is highly speculative
and involves a high degree of risk, including, but not limited to, the
risk of economic losses from operations of the Company and the loss of
his entire investment in the Company.
5.7 He understands that the Company makes no assurances whatsoever
concerning the present or prospective value of the Shares.
5.8. He understands that there are substantial restrictions on the transfer
of the Shares and, accordingly, he may not be able to liquidate an
investment in the Shares for an indefinite period.
5.9 The Shares are being acquired for his own account and for investment,
he has made no agreement with others regarding the Shares, and his
financial condition is such that it is not likely that it will be
necessary to dispose of the Shares in the foreseeable future.
5.10 He is an accredited investor as defined in the rules under the Act
(defined below) and a bona fide resident of, and is domiciled in and
received the offer and made the decision to invest in the Shares in
the state of Colorado.
6. No Registration Under the Securities Laws. Buyers have been advised that
the Shares are not being registered under the Securities Act of 1933, as
amended (the "Act") or state securities laws pursuant to exemptions from
the Act and such laws, and that the Company's reliance upon such exemptions
is predicated in part on the representations of Buyers contained herein.
7. Miscellaneous. No amendment to this Agreement or waiver of the rights or
obligations of the parties shall be effective unless in writing signed by
the parties and approved by at least 75% of the outstanding shares of the
Company's common stock. This Agreement is
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governed by the laws of the State of Minnesota without regard to conflicts
of laws principles. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain
in full force and effect to the extent not held invalid or unenforceable.
This Agreement: (i) contains the entire agreement and understanding of the
parties concerning the subject matter of this Agreement; (ii) supersedes
any prior agreements or representations, whether oral or written; (iii) may
be signed by facsimile and in counterparts; and (iv) terminates at the time
of the Transaction.
The parties have executed this Agreement as of the date first written above.
THE COMPANY:
FONAHOME CORPORATION
By /s/ Michael Friess
Its CEO
BUYERS:
/s/ Michael Friess
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Michael Friess
5353 Manhattan Circle
Suite 201
Boulder, CO 80303
/s/ Sanford Schwartz
------------------------------
Sanford Schwartz
5353 Manhattan Circle
Suite 201
Boulder, CO 80303
The undersigned agrees to vote his shares of the Company's common stock to
approve the items to be acted upon by the Company's shareholders in accordance
with Section 4.4 above.
/s/ Nick T. Boosalis Dated: 01/08/09
Nick T. Boosalis
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SCHEDULE 1
Indebtedness of the Company
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None, other than the indebtedness to Boosalis described in Section 3 of this
Agreement.
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