REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August ___, 2007, between American Home Food Products, Inc. a New York corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PROMISSORY NOTEPromissory Note • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
Pursuant to a Membership Interest Purchase Agreement dated the date hereof (“Purchase Agreement”) by and among Borrower, the members of Borrower, being Lender and Terrance Brennan, and AHF Acquisition Corporation, a New York corporation (“AHF”), AHF purchased from the members of Borrower all of the membership interests of Borrower. In connection with the Purchase Agreement and the transactions contemplated thereby, Lender is entering into a Noncompetition Agreement dated the date hereof with Borrower for this note, which is one of the notes referenced in the Purchase Agreement.
SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONSubscription Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
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.
PREFERRED VENDOR AGREEMENTPreferred Vendor Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
THIS PREFERRED VENDOR AGREEMENT (“Agreement”) is entered into and effective as of the 14th day of August, 2007 (the “Effective Date”), by and among Artisanal Cheese, LLC, a New York limited liability company (the “Vendor”), and Artisanal Fromagerie & Bistro, LLC, a New York limited liability company, and 35 West 64th Restaurant Associates, L.P., a New York limited partnership (each a “Buyer” and, together, the “Buyers”).
CONSULTING AGREEMENTConsulting Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of August, 2007 by and between by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), and Terrance Brennan (the “Consultant”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Noncompetition Agreement (this “Agreement”) is made and entered into as of the ____ day of August, 2007 (the “Commencement Date”) by and between by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), and Marvin Numeroff (“Member”).
PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This PRODUCT DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of August, 2007 by and between by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), and Artisanal Fromagerie & Bistro, LLC, a New York limited liability company, and 35 West 64th Restaurant Associates, L.P., a New York limited partnership (each an “SM Restaurant,” and, together, the “SM Restaurants”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Noncompetition Agreement (this “Agreement”) is made and entered into as of the ____ day of August, 2007 (the “Commencement Date”) by and between by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), and Terrance Brennan (“Member”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Membership Interest Purchase Agreement (“Agreement”) is made and entered into this ___ day of August, 2007, by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), all of the members of the Company, being Terrance Brennan and Marvin Numeroff (“Selling Members” and, together with the Company, “Sellers”), and AHF Acquisition Corporation, a New York corporation (the “Purchaser”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of August, 2007 by and between Artisanal Cheese, LLC, a New York limited liability company (“Artisanal Cheese”), and Artisanal Fromagerie & Bistro, LLC, a New York limited liability company, and 35 West 64th Restaurant Associates, L.P., a New York limited partnership (each a “Licensee” and, together, the “Licensees”). In consideration of the mutual terms, agreements and conditions herein contained, and for other good and valuable consideration, receipt of which is hereby acknowledged, Artisanal Cheese and Licensees agree as follows:
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
THIS TRANSITIONAL SERVICES AGREEMENT (this “Agreement”) is made as of the 14th of August, 2007 by and between Artisanal Group, LLC, a New York limited liability company (“Artisanal Group”), and Artisanal Cheese, LLC, a New York limited liability company (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Asset Purchase Agreement (“Agreement”) is made and entered into this day of April, 2007, by American Home Food Products, Inc., a New York corporation (“the Seller”) and Peter Terreri and Joseph Giulii, or their designee (“Purchaser”).
FOURTH AMENDMENT TO SETTLEMENT AGREEMENTSettlement Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Agreement made as of the 10th day of August, 2007, is an amendment to the Settlement Agreement (the “Settlement Agreement”) made the 25th day of January, 2006, and amended by Amendment to Settlement Agreement dated September 14, 2006, and further amended and clarified by letter agreement dated November 9, 2006, and further amended by Third Amendment to Settlement Agreement dated December 31, 2006 by and among NOVEX SYSTEMS INTERNATIONAL, INC. (now known as AMERICAN HOME FOOD PRODUCTS (“AHF”)), with an address at 42 Forest Lane, Bronxville, New York 10708, DANIEL W. DOWE (“DWD”), with an address at 42 Forest Lane, Bronxville, New York 10708 and DAVID A. DOWE (“DAD”) with an address at 625 Park Place, Galloway Township, New Jersey 08205 (collectively AHF, DAD and DWD are referred to as “Defendants”) and ALFRED LEPORE, MARY LEPORE, with an address for purposes of this agreement at 197 Grand Street, New York, New York and JOSEPH AIEVOLI with an address for purposes of this agreement a
STOCK SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTStock Subscription and Investment Representation Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
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 o
