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Exhibit
4.8*
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Stock Subscription and
Investment Representation Agreement
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STOCK SUBSCRIPTION
AND
INVESTMENT REPRESENTATION
AGREEMENT
CONFIDENTIAL
Mr. Daniel W. Dowe
President
American Home Food Products, Inc.
67 Wall Street, Suite 2001
New York, New York 10005
Dear Mr. Dowe:
This letter will acknowledge that
the undersigned hereby irrevocably subscribes to purchase shares of
Redeemable Convertible Preferred Stock in American Home Food
Products, Inc. (the “Company”) as set forth below for a
purchase price of $1.00 per share (“Offering Shares”)
price set forth herein. The Company is offering to sell the
Offering Shares pursuant to the Confidential Private Placement
Memorandum (“PPM”) dated March 27, 2007, as revised by
the attached Term Sheet date July 23, 2007 (the
“Offering”).1 The undersigned has received and reviewed
the PPM and is not relying upon any statement, representation or
information that is not expressly set forth therein. The
undersigned hereby agrees to be bound by all the provisions of this
Subscription Agreement and further agrees that this Agreement may
be rejected by the Company, in whole or in part, and is irrevocable
upon the undersigned’s receipt of a fully executed copy of
this Agreement from the Company acknowledging its acceptance of
this Agreement, except as otherwise provided under applicable
law.
The undersigned, and its
representatives (as defined below), should it elect to seek the
advice of a representative, understands that the Offering Shares
being offered are not subject to an effective registration
statement under the Securities Act of 1933, as amended (the
“Securities Act”) and applicable state securities laws
(“State Acts”), although the Company is required under
the PPM to register for resale all Offering Shares and may include
other shares in the registration statement. It is further
understood that the Offering Shares are being made pursuant to a
limited number of accredited investors in reliance on exemptions
provided by Section 4(2) of the Securities Act and applicable
exemptions under State Acts. The undersigned further understands
that no governmental
1 The Company
has revised the terms of the offering to make them more favorable
to investors. Any further changes to the terms will be granted to
all investors participating in the Offering. The Company will not
close the Offering with less than $3,750,000 miillion of Offering
Shares being sold.
authority has made any finding or
determination relating to the fairness or the merits of the
Offering.
The undersigned also understands
that the representations, understandings and agreements of the
undersigned set forth herein are being relied upon by the Company
in connection with the offer and sale of the Offering Shares to
qualify such offer and sale for exemptions from registration under
the Securities Act and the State Acts. The undersigned understands
that the information supplied in this Agreement will be disclosed
to no one other than the Company and its financial advisors,
counsel and accountants without the undersigned’s consent,
unless it is necessary for the Company to use such information to
support the exemption from registration which it claims under the
Securities Act and the State Acts, or any other lawful
purpose.
I. REPRESENTATIONS, WARRANTIES AND
COVENANTS
In order to induce the Company to
permit the undersigned to purchase all, or a designated number of
the Offering Shares, the undersigned hereby warrants and represents
to the Company, as follows:
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(A)
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The undersigned’s name is:
(please type or print)
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__________________________
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(B)
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The address of the
undersigned’s residence or principal place of
business
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is:___________________________________ (please
type or print)
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(C) Note:
If the undersigned is other than a natural person please state
where the entity is incorporated __________. (describe the legal
entity making the purchase).
(D)
The undersigned and its representatives, if any, have had full and
complete access to the PPM regarding the offer and sale of the
Offering Shares and all of the documents referred to therein and
have reviewed the same. The undersigned is particularly familiar
with the portion of the PPM titled “Risk Factors” and
that the pro forma forward looking information, including the
Company’s representation that no assurances can be granted
that the pro forma projections of revenue and net income will be
achieved. The undersigned understands that it may not rely on any
information or representations that are not contained in the PPM
and this Agreement.
(E)
The undersigned acknowledges that it, along with its attorney,
accountant and any other person(s) it has retained to advise it
with respect to this investment (collectively,
“representatives”), have had the opportunity to ask
questions of and receive answers from representatives of the
Company concerning the Offering Shares. The undersigned further
acknowledges that the undersigned was informed that all documents,
records and books pertaining to the Offering and the Company were
at all times available to it. All such documents, records and books
requested by it have been made available to it and its
representatives. The undersigned and its representatives have been
supplied with
all additional information
concerning the Offering Shares and the Company as they have
requested. The foregoing, however, does not limit or modify the
representations and warranties of the Company in the PPM or the
right of the Investor to rely thereon.
(F)
The undersigned acknowledges that it,
or its representatives, have enough knowledge and experience in
financial and business matters to evaluate the merits and risks of
the investment.
(G)
The undersigned is able to bear the economic risk of an investment
in the Offering Shares including the risk of losing part or all of
its investment in the Offering Shares.
(H)
The undersigned’s financial condition is such that the
undersigned is under no present or contemplated future need to
dispose of all or any portion of the Offering Shares to satisfy any
existing or contemplated undertaking, need or
indebtedness.
(I)
The undersigned understands the illiquid nature of this investment
and acknowledges that the Offering Shares is subject to
restrictions on transfer imposed by the Securities Act and the
State Acts.
(J)
The undersigned is purchasing the Offering Shares for its own
account for investment and not with a view to divide, resell, or
distribute all or any portion of the Offering Shares.
(K)
The undersigned agrees that the Offering Shares it purchases may
not be offered, sold or otherwise transferred unless the offer and
sale is made pursuant to: (i) an effective registration statements
under the Securities Act, (ii) an exemption from registration under
the Securities Act or in a transaction that does not otherwise
require registration under the Securities Act or any State Act, and
an opinion of counsel reasonably satisfactory to the Company has
been provided to that effect.
(L)
The undersigned understands and acknowledges that upon the original
issuance thereof, and until such time as the same is no longer
required under applicable requirements of the Securities Act or the
State Acts, certificates representing the Offering Shares, and all
certificates issued in exchange therefore or in substitution
thereof, shall bear a legend similar to the following:
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“THE SHARES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THE OFFER AND
SALE IS MADE PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OR IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OR ANY
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APPLICABLE STATE SECURITIES LAWS,
AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
HAS BEEN PROVIDED TO THAT EFFECT; OR (ii) THE OFFER AND SALE IS
REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.”
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Check if applicable:
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( )
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The undersigned is an
“accredited investor” within the meaning of Rule 501(a)
of Regulation D of the Securities Act because it is (please check
all of the following that are applicable):
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( )
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A bank as defined in Section
3(a)(2) of the Securities Act, or a savings and bank loan
association or other institution as defined in Section 3(a)(5)(A)
of t
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