Exhibit 10.11
SUBSCRIPTION AGREEMENT
AND INVESTMENT REPRESENTATION
CONFIDENTIAL
Mr. Daniel W. Dowe
American Home Foods, Inc.
Investors Relations and Legal Affairs
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
common stock in American Home Food Products, Inc. (the
“Company”) as set forth below for a purchase price of
$.15 per share (“Common Stock”) price set forth herein.
The Company is offering (the “Offering Shares”)
pursuant to the Company’s publicly-filed reports with the
United States Securities and Exchange Commission (“SEC
Reports”). The undersigned has received and reviewed the SEC
Reports 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
Agreement and further agrees that this Subscription Agreement may
be rejected by the Company, in whole or in part, and is
irrevocable, 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 intends 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
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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Thomas Thornton, Jr.
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(B) The
address of the undersigned’s principal place of business is:
55 Curlew Road, Point Manalapan, Florida 33462 (please type
or print)
(C) The
undersigned is a natural person __ x __, or a non-natural
person (specific whether corporation, partnership, trust, LLC)
__________________ duly formed and validly existing under the laws
of the state of __________________. (describe the legal entity
making the purchase).
(D) The
undersigned and its representatives, if any, have had full and
complete access to all SEC Reports 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 any SEC Report titled “Risk
Factors” and that the pro forma forward looking information.
The undersigned understands that it may not rely on any information
or representations that are not contained in the SEC
Reports.
(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.
(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.
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(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
