EXHIBIT 4.5
Securities Purchase Agreement among
Registrant and Xxxx Design & Mfg., Inc.,
dated as of August 27, 2002
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of AUGUST 27,
2002 by and between GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation, with
its principal place of business at 0000 Xxxxxxxx Xxx, Xxxxxxx, XX 00000 (the
"COMPANY"), and XXXX DESIGN & MFG., INC, or its registered assigns, whose
address is 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxx, XX 00000 (the "BUYER").
PRELIMINARY STATEMENTS
A. The Company and Buyer are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by Rule 506
under Regulation D ("REGULATION D") as promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "1933 ACT");
B. Buyer wishes to purchase, in the amounts and upon the terms and
conditions stated in this Agreement (i) shares of the Company's common stock,
par value $.01 per share (the "COMMON STOCK");
NOW THEREFORE, the Company and Buyer hereby agrees as follows:
1. PURCHASE AND SALE OF COMMON STOCK
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a. PURCHASE OF COMMON STOCK. The Company shall issue and sell to Buyer and
Buyer shall purchase an aggregate of $266,848.32 face value of shares of Common
Stock (the "COMMON SHARES") at a per share purchase price of $4.08 (the
"PURCHASE PRICE"), which Purchase Price shall be forgiven by the Company in
exchange for partial settlement of its current financial obligation of
$306,850.74 by the Company to the Buyer as of the date first written above. The
Buyer understands that by signing this Agreement and by receiving 65,404 Common
Shares, the Buyer has extinguished all claims against the Company regarding
$266,848.32 of the Buyer's current financial claim of $306,850.74 and retains
only the right to claim $40,002.42 from the Company. The Company shall promptly
deliver a stock certificate, duly executed on behalf of the Company,
representing the Common Shares (the "STOCK CERTIFICATE") to Buyer.
b. CLOSING DATE. The date of the closing of the sale of the Securities (as
defined below) shall be fourteen days from the date first written above (the
"CLOSING DATE").
2. BUYER'S REPRESENTATIONS AND WARRANTIES
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Buyer represents and warrants to the Company that:
a. INVESTMENT PURPOSE. The Common Shares are being acquired by Buyer in
good faith solely for its own personal account, for investment purposes only,
and are not being purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; Buyer has no contract or arrangement with any
person to sell, transfer or pledge to any person the Securities or any part
thereof, any interest therein or any rights thereto; Buyer has no present plans
to enter into any such contract or arrangement; and Buyer understands that as a
result it must bear the economic risk of the investment for an indefinite period
of time because the Securities have not been registered under the 1933 Act, and,
therefore, cannot be sold unless they are subsequently registered under the 0000
Xxx.
b. ACCREDITED INVESTOR STATUS. Buyer is an "accredited investor" as that
term is defined in Rule 501(a)(4) of Regulation D.
c. RELIANCE ON EXEMPTIONS. Buyer understands that the Securities are being
offered and sold to it under the exemption from the registration requirements of
the United States federal and state
securities laws and that the Company is relying upon the truth and accuracy of,
and Buyer's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of Buyer set forth herein in order to
determine the availability of such exemptions and the eligibility of Buyer to
acquire the Securities.
d. INFORMATION. Buyer understands and acknowledges that it is purchasing
the Securities without being furnished any offering literature, prospectus or
other materials other than copies of the SEC Documents (as defined hereinbelow),
that this transaction has not been scrutinized by the SEC or by any
administrative agency charged with the administration of the securities laws of
any state, that all documents, records and books, pertaining to the Company, its
business, finances and operations, and this investment have been made available
to Buyer, and its advisors and representatives, including its attorney, its
accountant and/or its purchaser representative, and that the books and records
of the Company will be available upon reasonable notice for inspection by Buyer
during reasonable business hours at the Company's principal place of business.
Buyer and its advisors and representatives, including its attorney, its
accountant and/or its purchaser representative, if any, have reviewed the SEC
Documents and been afforded the opportunity to ask questions of the Company and
have received complete and satisfactory answers to any such inquiries. Buyer
understands that its investment in the Securities is speculative and involves a
high degree of risk high degree of risk of loss and that Buyer must be prepared
to lose its entire investment in the Company. Buyer has sought such accounting,
legal and tax advice, as it has considered necessary to an informed investment
decision with respect to its acquisition of the Securities. Buyer, or Buyer
together with its purchaser representative, if any, have such knowledge and
experience in financial and business matters that it and such representative are
capable of evaluating the merits and risks of an investment in the Securities
and of making an informed investment decision.
e. GOVERNMENTAL REVIEW. Buyer understands that no United States federal or
state agency or any other government or governmental agency has approved or
disapproved or passed on or made any recommendation or endorsement of the
Securities or the fairness or suitability of the investment in the Securities,
nor have such authorities passed upon or endorsed the merits of the offering of
the Securities or the accuracy or adequacy of any of the information provided by
the Company to Buyer regarding the Company, the Securities or any other matter,
and that the Company is relying on the truth and accuracy of the
representations, declarations and warranties herein made by Buyer in offering
the Securities for sale to it without having first registered the same under the
1933 Act.
f. TRANSFER OR RESALE. Buyer understands that, (i) the Securities have not
been and are not being registered under the 1933 Act or any state securities
laws, and may not be transferred unless (a) subsequently registered thereunder,
or (b) Buyer shall have provided the Company with a statement of the
circumstances surrounding the proposed disposition and shall have delivered to
the Company an opinion of counsel, reasonably satisfactory in form, scope and
substance to the Company, to the effect (1) that the Securities to be sold or
transferred may be sold or transferred pursuant to an exemption from such
registration and (2) that appropriate action necessary for compliance with the
1933 Act has been taken; (ii) any sale of such Securities made in reliance on
Rule 144 promulgated under the 1933 Act may be made only in accordance with the
terms of said Rule and further, if said Rule is not applicable, any resale of
such Securities under circumstances in which the seller (or the person through
whom the sale is made) may be deemed to be an underwriter (as that term is
defined in the 0000 Xxx) may require compliance with some other exemption under
the 1933 Act or the rules and regulations of the SEC thereunder; and (iii)
neither the Company nor any other person is under any obligation to register
such Securities under the 1933 Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder.
g. LEGENDS. Buyer understands that the stock certificates representing the
Common Shares shall bear a restrictive legend in substantially the following
form (and a stop-transfer order shall be placed against transfer of such stock
certificates):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED,
OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE
SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE
SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH
RESPECT THERETO.
h. AUTHORIZATION; ENFORCEMENT. This Agreement has been duly and validly
authorized, executed and delivered on behalf of Buyer and are valid and binding
agreements of Buyer enforceable in accordance with their terms, subject as to
enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium, and other similar laws affecting the enforcement of creditors'
rights generally.
i. DOMICILE. Buyer's principal place of business is located in the State
set forth in Buyer's address in the preamble to this Agreement.
j. NO CONFLICTS. The execution, delivery and performance of this Agreement
by the Buyer and the consummation by the Buyer of the transactions contemplated
hereby will not (i) result in an violation of the Certificate of Incorporation,
as amended, as in effect on the date hereof ("CERTIFICATE OF INCORPORATION") and
the Company's Bylaws, as in effect on the date hereof (the "BYLAWS") or (ii)
conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Buyer or by which any property or asset of
Buyer is bound or affected, or result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Buyer or by which any property or asset
of the Buyer is bound or affected. The business of the Buyer is not being
conducted, and shall not be conducted through the Closing Date, in violation of
any law, ordinance, regulation of any governmental entity. Except as required
under the 1933 Act and any applicable state securities laws, the Buyer is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Agreement in accordance
with the terms hereof.
k. INDEMNIFICATION. Buyer acknowledges that Buyer understands the meaning
and legal consequences of the representations and warranties in this Section 2,
and that the Company has relied upon such representations and warranties, and
Buyer hereby agrees to indemnify and hold harmless the Company and its officers,
directors, shareholders, agents and representatives from and against any and all
claims, demands, losses, damages, expenses or liabilities (including attorneys'
fees) due to or arising out of, directly or indirectly, a breach of any such
representations or warranties. Notwithstanding the foregoing, however, no
representation, warranty, acknowledgment or agreement made herein by Buyer shall
in any manner be deemed to constitute a waiver of any rights granted to such
Buyer under federal or state securities laws.
l. SHORT POSITION AND MARKET PURCHASES. Buyer is not purchasing the
Securities for the purpose of covering any short position in the Securities.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
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The Company represents and warrants to Buyer that:
a. ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
organized and existing in good standing under the laws of the State of Delaware,
and has the requisite corporate power to own their properties and to carry on
their business as now being conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted by it makes such qualification
necessary and where the failure so to qualify would have a material adverse
effect on the operations, properties or financial condition of the Company taken
as a whole (a "MATERIAL ADVERSE EFFECT").
b. AUTHORIZATION; ENFORCEMENT. (i) The Company has the requisite corporate
power and authority to enter into and perform this Agreement and to issue the
Securities in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby have been duly authorized by the Company's
Board of Directors and no further consent or authorization of the Company, its
Board of Directors, or its stockholders is required, (iii) this Agreement has
been duly executed and delivered by the Company, and (iv) this Agreement
constitutes the valid and binding obligations of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies or by other equitable principles of general
application.
c. CAPITALIZATION. As of August 27, 2002, the authorized capital stock of
the Company consists of (i) 85,000,000 shares of Common Stock of which
11,921,189 shares were issued and outstanding, (ii) 4,940,810 warrants and
options were issued, and (iii) 1,000,000 shares of preferred stock, $.01 par
value, of which 200,000 shares have been designated "Series A Preferred Stock,"
72,646 of which were issued and outstanding. All of such outstanding shares have
been validly issued and are fully paid and nonassessable. Except as set forth in
the SEC Documents (as defined herein), (i) there are no outstanding options,
warrants scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of
capital stock of the Company, or arrangements by which the Company is or may
become bound to issue additional shares of capital stock of the Company, and
(ii) there are no agreements or arrangements under which the Company is
obligated to register the sale of any of its securities under the 1933 Act with
respect to securities which have been previously purchased and are subject to
current registration statements.
d. ISSUANCE OF SECURITIES. The Common Shares are duly authorized and, upon
issuance in accordance with the terms hereof and thereof, shall be validly
issued, fully paid and non-assessable, and free from all taxes, liens and
charges with respect to the issue thereof.
e. NO CONFLICTS. The execution, delivery and performance of this Agreement
by the Company and the consummation by the Company of the transactions
contemplated hereby will not (i) result in a violation of the Certificate of
Incorporation or Bylaws or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company is
a party, or result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations)
applicable to the Company or by which any property or asset of the Company is
bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a Material Adverse Effect). The business
of the Company is not being conducted in violation of any law, ordinance,
regulation of any governmental entity, except for possible violations which
either singly or in the aggregate do not have a Material Adverse Effect. Except
as required under the 1933 Act and any applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or
make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Agreement in accordance
with the terms hereof.
f. COMMON STOCK. The Company has registered its Common Stock pursuant to
Section 12(b) or (g) of the 1934 Act (as defined below) and is in full
compliance with all reporting requirements of the 1934 Act, and the Company is
in compliance with all requirements for the continued listing or quotation of
its Common Stock, and such Common Stock is currently listed or quoted on, the
Principal Market. (Principal Market shall mean the American Stock Exchange, the
New York Stock Exchange, the NASDAQ National Market, or the NASDAQ SmallCap
Market, whichever is at the time the principal trading exchange or market for
the Common Stock, based upon share volume, or if the Common Stock is not traded
on an exchange or market, the OTC Bulletin Board.) As of the date hereof, the
Principal Market is the American Stock Exchange, and except as set forth in the
SEC Documents, the Company has not received any notice regarding, and to its
knowledge there is no threat of, the termination or discontinuance of the
eligibility of the Common Stock for such posting or listing.
g. SEC DOCUMENTS, FINANCIAL STATEMENTS. During the Company's last two (2)
fiscal years, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"1934 ACT") (all of the foregoing filed prior to the date hereof and all
exhibits included therein and financial statements and schedules thereto and
documents (other than exhibits) incorporated by reference therein, being
hereinafter referred to herein as the "SEC DOCUMENTS"). The Company has
delivered to Buyer true and complete copies of the SEC Documents, except for
such exhibits, schedules and incorporated documents. As of their respective
dates, subject to, with respect to certain SEC Documents, the filing of an
amendment to such SEC Documents, the SEC Documents complied in all material
respects with the requirements of the 1934 Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). No other
information provided by or on behalf of the Company to Buyer and referred to in
Section 2(d) of this Agreement contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstance under which they are or were made, not
misleading.
h. ABSENCE OF LITIGATION. Except as disclosed in the SEC Documents, there
is no action, suit, proceeding, inquiry or investigation before or by any court,
public board or body pending or, to the knowledge of the Company, threatened
against the Company, wherein an unfavorable decision, ruling or finding would
have a Material Adverse Effect or which would adversely affect the validity or
enforceability of, or the authority or ability of the Company to perform its
obligations under, this Agreement or any of the documents contemplated herein.
4. COVENANTS
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a. BEST EFFORTS. The parties shall use their best efforts timely to satisfy
each of the conditions described in Section 6 and 7 of this Agreement.
b. FORM D. The Company agrees to file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to Buyer
promptly after such filing.
c. REPORTING STATUS. Until the earlier of (i) the date as of which Buyer
may sell all the Common Shares without restriction pursuant to Rule 144(k)
promulgated under the 1933 Act, or (ii) the date on which Buyer has sold all the
Common Shares, the Company shall file all reports required to be filed with the
SEC pursuant to the 1934 Act, and the Company shall not terminate its status as
an issuer required to file reports under the 1934 Act even if the 1934 Act or
the rules and regulations thereunder would permit such termination. Buyer shall
give notice to the Company when it has sold all of the Common Shares.
5. TRANSFER AGENT INSTRUCTIONS
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Buyer acknowledges that the Securities shall be "restricted" securities,
that the Stock Certificate shall bear a restrictive legend specified in Section
2(g) of this Agreement, and that stop-transfer instructions have been given by
the Company to its transfer agent with respect to the Securities. If Buyer
provides the Company with an opinion of counsel, reasonably satisfactory in
form, scope and substance to the Company, that registration of a resale by Buyer
of any of the Securities is not required under the 1933 Act or any applicable
state securities or blue sky laws, the Company shall permit the transfer and
promptly instruct its transfer agent to issue one or more certificates in such
name and in such denominations as specified by Buyer.
6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL
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The obligation of the Company hereunder to sell the Securities is subject
to the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion:
a. The parties shall have executed this Agreement and delivered the
same to each other.
b. The representations and warranties of Buyer shall be true and
correct in all material respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date), and Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by Buyer
at or prior to the Closing Date.
7. CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE
--------------------------------------------
The obligation of Buyer hereunder to purchase the Securities is subject to
the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for Buyer's sole benefit and may
be waived by Buyer at any time in its sole discretion:
a. The parties shall have executed this Agreement and delivered the
same to each other.
b. The representations and warranties of the Company shall be true and
correct in all material respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.
c. Until the Closing Date, the Common Stock shall be authorized for
quotation on the American Stock Exchange ("AMEX") and trading in the Common
Stock shall not have been suspended by the SEC or AMEX.
d. The Company shall have delivered the Stock Certificates to the
Buyer.
8. GOVERNING LAW; MISCELLANEOUS
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a. GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Florida without regard to the
principles of conflict of laws.
b. COUNTERPARTS. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party. In the event any signature page is
delivered by facsimile transmission, the party using such means of delivery
shall cause three (3) additional original executed signature pages to be
physically delivered to the other party within five (5) days of the execution
and delivery hereof.
c. HEADINGS. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.
d. SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction.
e. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor any Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.
f. NOTICES. Any notices required or permitted to be given under the
terms of this Agreement shall be sent by mail or delivered personally or by
courier and shall be effective five days after being placed in the mail, if
mailed, certified or registered, return receipt requested, or upon receipt, if
delivered personally or by courier, in each case addressed to a party. The
addresses for such communications shall be:
If to the Company:
Galaxy Nutritional Foods, Inc.
0000 Xxxxxxxx Xxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xx. Xxxxxx X. Xxxxxx
With copy to:
Xxxxx & Xxxxxxxxx LLP
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
If to Buyer:
Xxxx Design & Mfg. Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xx.Xxxxx Xxxxxxx
Each party shall provide notice to the other party of any change in address.
g. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and assigns. Neither
the Company nor Buyer shall assign this Agreement or any obligations hereunder
without the prior written consent of the other (which consent may be withheld
for any reason in the sole discretion of the party from whom consent is sought).
h. THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.
i. SURVIVAL. The representations and warranties of the Company and
Buyer contained in Sections 2 and 3 and the agreements and covenants set forth
in Sections 4, 8(g), 8(h), 8(k) and 8(l), and this subsection shall survive the
closing for a period of two (2) years thereafter.
k. PUBLICITY. The Company and Buyer shall have the right to approve
before issuance any press releases or any other public statements with respect
to the transactions contemplated hereby; PROVIDED, HOWEVER, that the Company
shall be entitled, without the prior approval of Buyer, to make any press
release with respect to such transactions as the Company determines is required
by applicable law and regulations.
l. FURTHER ASSURANCES. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
m. TERMINATION. In the event that the closing shall not have occurred
on or before fourteen (14) days from the date hereof, this Agreement shall
terminate at the close of business on such date.
IN WITNESS WHEREOF, Buyer and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.
"Company"
GALAXY NUTRITIONAL FOODS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
"Buyer"
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
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Title: Vice President
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