EXHIBIT 4.6 Form of Subscription Agreement by and between the Registrant and certain food brokers dated as of June 25, 2002 SUBSCRIPTION AGREEMENT TO: Galaxy Nutritional Foods, Inc. 2441 Viscount Row Orlando, Florida 32809 1. SUBSCRIPTION FOR SHARES....Subscription Agreement • September 30th, 2002 • Galaxy Nutritional Foods Co • Dairy products
ARTICLE INote Purchase Agreement • July 25th, 2006 • Galaxy Nutritional Foods Inc • Dairy products • Florida
1 EXHIBIT 4.4 Registration Rights Agreement among BH Capital Investments, L.P., Excalibur Limited Partnership, and Galaxy Nutritional Foods, Inc., dated as of April 6, 2001 2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this...Registration Rights Agreement • October 1st, 2001 • Galaxy Nutritional Foods Co • Dairy products • Delaware
ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT ("Agreement") dated June 30, 2005, by and between SCHREIBER FOODS, INC., a Wisconsin corporation ("Purchaser") and GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation ("Seller"). WHEREAS,...Asset Purchase Agreement • July 6th, 2005 • Galaxy Nutritional Foods Inc • Dairy products • Wisconsin
WARRANT TO PURCHASE SECURITIES OF GALAXY NUTRITIONAL FOODS, INC.Warrant Agreement • July 25th, 2006 • Galaxy Nutritional Foods Inc • Dairy products • Florida
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION...Warrant Agreement • July 2nd, 2002 • Galaxy Nutritional Foods Co • Dairy products
SETTLEMENT AGREEMENT This Settlement Agreement is entered into this 6th day of May, 2004, by and between Schreiber Foods, Inc. (hereinafter referred to as "Schreiber") and Galaxy Nutritional Foods, Inc. (hereinafter referred to as "Galaxy"). Whereas,...Settlement Agreement • May 11th, 2004 • Galaxy Nutritional Foods Inc • Dairy products • Wisconsin
STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT, dated as of October 13, 2003 (this "Agreement"), by and between Galaxy Nutritional Foods, Inc., a Delaware corporation (the "Company"), and Morini Investments Limited Partnership, a Delaware limited...Stockholder Agreement • November 14th, 2003 • Galaxy Nutritional Foods Inc • Dairy products • Florida
BETWEENSublease Agreement • October 10th, 2006 • Galaxy Nutritional Foods Inc • Dairy products • Florida
RECITALS:Supply Agreement • July 6th, 2005 • Galaxy Nutritional Foods Inc • Dairy products • Wisconsin
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 6, 2004, by and between GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation, with its principal place of business at 2441 Viscount Row,...Securities Purchase Agreement • October 8th, 2004 • Galaxy Nutritional Foods Inc • Dairy products • Florida
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 2nd, 2003 • Galaxy Nutritional Foods Co • Dairy products • Rhode Island
EXHIBIT 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON...Warrant Agreement • February 22nd, 2002 • Galaxy Nutritional Foods Co • Dairy products • Florida
EXHIBIT 10.13 THIRD AMENDMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT TO LEASE AGREEMENT ("Amendment") is made and entered into effective as of the 10th day of June, 2004 ("Effective Date") by and between CABOT INDUSTRIAL PROPERTIES, L.P., a Delaware...Lease Agreement • June 29th, 2004 • Galaxy Nutritional Foods Inc • Dairy products
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 6, 2004, by and between GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation, with headquarters located at 2441 Viscount Road, Orlando, Florida 32809...Registration Rights Agreement • October 8th, 2004 • Galaxy Nutritional Foods Inc • Dairy products • Delaware
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2007 • Galaxy Nutritional Foods Inc • Dairy products
AGREEMENTStock Pledge Agreement • February 14th, 2003 • Galaxy Nutritional Foods Co • Dairy products • Florida
LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made and entered into as of the 30th day of June, 2005, by and between WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to SouthTrust Bank (hereinafter referred...Loan Modification Agreement • July 6th, 2005 • Galaxy Nutritional Foods Inc • Dairy products • Florida
AMENDMENT OF SECURITY AGREEMENT THIS AMENDMENT OF SECURITY AGREEMENT is executed this 28th day of May, 2003, by GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation authorized to do business in the State of Florida f/k/a GALAXY FOODS COMPANY, a...Security Agreement • June 2nd, 2003 • Galaxy Nutritional Foods Co • Dairy products
AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of the _15TH_ day of __June__, 1999, by and between GALAXY FOODS COMPANY, a Delaware corporation, hereinafter referred to as the "Company," and ANGELO...Employment Agreement • February 14th, 2003 • Galaxy Nutritional Foods Co • Dairy products • Florida
AMENDMENT AND LIMITED WAIVER TO LOAN AGREEMENT This Amendment and Limited Waiver to Loan Agreement (this "Amendment") dated as of June 26, 2002, is entered into by and between GALAXY NUTRITIONAL FOODS, INC. ("Borrower") and FINOVA MEZZANINE CAPITAL...Loan Agreement • July 2nd, 2002 • Galaxy Nutritional Foods Co • Dairy products • Arizona
LOAN AGREEMENT BetweenTerm Loan Agreement • July 20th, 2000 • Galaxy Foods Co • Dairy products • Florida
GALAXY NUTRITIONAL FOODS COMPANY, INC. Non-Qualified Stock Option Agreement Galaxy Nutritional Foods Company, Inc., a Delaware corporation (the "Company"), hereby grants as of the 17th day of August, 2006, to David H. Lipka (the "Optionee"), an option...Non-Qualified Stock Option Agreement • August 21st, 2006 • Galaxy Nutritional Foods Inc • Dairy products • Delaware
AMENDMENT AND LIMITED WAIVER TO SECURITY AGREEMENT This Amendment and Limited Waiver to Security Agreement (Accounts Receivable, Inventory and Equipment) (this "Amendment") dated as of June 26, 2002, is entered into by and between GALAXY NUTRITIONAL...Security Agreement • July 2nd, 2002 • Galaxy Nutritional Foods Co • Dairy products • New York
EXHIBIT "B" TORegistration Rights Agreement • October 8th, 2004 • Galaxy Nutritional Foods Inc • Dairy products • Florida
RECITALS:Intellectual Property Security Agreement • December 31st, 2001 • Galaxy Nutritional Foods Co • Dairy products • Arizona
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 21, 2003, by and between Galaxy Nutritional Foods, Inc., a Delaware corporation, with headquarters located at 2441 Viscount Road, Orlando, Florida 32809...Registration Rights Agreement • June 2nd, 2003 • Galaxy Nutritional Foods Co • Dairy products • Florida
FOURTH AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 22nd, 2005 • Galaxy Nutritional Foods Inc • Dairy products • Rhode Island
ARTICLE INote and Warrant Purchase Agreement • October 4th, 2005 • Galaxy Nutritional Foods Inc • Dairy products • Florida
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2004 • Galaxy Nutritional Foods Inc • Dairy products
AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 13th day of October, 2003, by and between GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation (the "Company"), and ANGELO...Employment Agreement • October 20th, 2003 • Galaxy Nutritional Foods Inc • Dairy products • Florida
GALAXY NUTRITIONAL FOODS COMPANY, INC. Non-Qualified Stock Option Agreement Galaxy Nutritional Foods Company, Inc., a Delaware corporation (the "Company"), hereby grants as of the 17th day of August, 2006, to Michael E. Broll (the "Optionee"), an...Non-Qualified Stock Option Agreement • August 21st, 2006 • Galaxy Nutritional Foods Inc • Dairy products • Delaware
WARRANT TO PURCHASE SECURITIES OF GALAXY NUTRITIONAL FOODS, INC.Warrant Agreement • June 2nd, 2003 • Galaxy Nutritional Foods Co • Dairy products • Florida
STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 6, 2004, by and among GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation, with its principal place of business at 2441 Viscount Row, Orlando, FL...Stock Repurchase Agreement • October 8th, 2004 • Galaxy Nutritional Foods Inc • Dairy products • Delaware
Date: October 8, 1998Warrant Agreement • February 22nd, 2002 • Galaxy Nutritional Foods Co • Dairy products • Florida
