EXHIBIT 4.1
October 5, 2001
BH Capital Investments, L.P.
000 Xxxxx Xxxxxx Xxxx
Xxxxx Tower, 7th floor
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxx Brachfield, President
Excalibur Limited Partnership
00 Xxxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxxxx Xxxxxxx, President
Gentlemen:
On behalf of Galaxy Nutritional Foods Company ("Galaxy"), I am enclosing two
Stock Purchase Warrant Agreements ("Warrants"). These Warrants are being issued
to you in consideration of consulting services provided Galaxy by BH Capital
Investments, L.P. ("BH Capital") and Excalibur Limited Partnership
("Excalibur") to introduce the Company to customers in Canada over the next
twelve months.
Each of the Warrants gives the holders the right to purchase up to 60,000
shares of Galaxy Common Stock at an exercise price of $5.86. Each Warrant will
expire five years from the date of issuance which is October 5, 2006. Galaxy
also agrees to register the shares underlying the Warrants by filing a
registration statement on Form S-3, or if S-3 is unavailable,Galaxy will use
such other form as is available for such registration. Galaxy agrees to file
this registration with the SEC, on or about February 1, 2002.
Please acknowledge acceptance of the terms of our consulting arrangement and
the Warrant s attached herewith by signing where indicated below and faxing the
executed copies to 000-000-0000.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx
Chairman, President & CEO
GALAXY NUTRITIONAL FOODS, INC.
Agreed to and Accepted by:
BH CAPITAL INVESTMENTS, L.P. Excalibur Limited Partnership
By: HB & Co., Inc. By: Excalibur Capital
its General Partner Management, Inc.
/s/ Xxxxx Brachfield /s/ Xxxxxxx Xxxxxxx
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Xxxxx Brachfield, President Xxxxxxx Xxxxxxx, President
