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EXHIBIT 3.1
SUBSCRIPTION AGREEMENT
The undersigned hereby subscribes to and agrees to purchase the
following described securities of PF Management, Inc. (hereinafter called the
"Corporation"), a corporation organized or to be organized under the laws of the
State of North Carolina.
1. Description of securities. The securities hereby subscribed and
agreed to be purchased are four thousand eight (4,008) shares of the common
capital stock of the Corporation.
2. Purchase price. In consideration of the shares, the undersigned will
contribute to the Corporation the following securities, as set forth on Exhibit
A attached hereto.
3. Investment representation. The undersigned hereby represents and
agrees that the purchase of the securities hereby subscribed and any securities
of the Corporation received by dividend, liquidation or otherwise from Columbia
Hill, LLC (the "Assigned Securities") will be for investment only, for the
account of the subscriber, and not with any view to the resale or distribution
thereof; that the undersigned will not resale the securities hereby subscribed
or the Assigned Securities without registration under federal and state
securities laws or exemptions therefrom; and that the undersigned understands
that the securities hereby subscribed or Assigned Securities will be issued,
without registration, under exemptions in the federal and state securities laws
that depend upon the intent hereby represented and that the Corporation will
rely on such representation in issuing such securities without registration. The
undersigned further agrees that the share certificates issued pursuant to this
subscription or the Assigned Securities, and any replacements thereof, may be
marked with a legend to the effect that such securities cannot be sold or
transferred without either (a) registration under federal and state securities
laws, or (b) an opinion of counsel satisfactory to the Corporation that neither
the sale nor the proposed transfer constitutes a violation of any federal or
state securities law.
[Signature Page Attached]
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This 17th day of April, 2001.
/s/ Xxxxx X. Xxxxx (SEAL)
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Xxxxx X. Xxxxx
Address: Xxxx Xxxxxx Xxx 0000
Xxxxxxx, XX 00000
Taxpayer Identification No.:
###-##-####
Accepted this 17th day of April, 2001.
PF Management, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxx, Xx.
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Vice President
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EXHIBIT A
4,008 shares of Pierre Foods, Inc.
