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Asset Purchase Agreement
Asset Purchase Agreement (45K)
Doc #874982: Click preview link for longer preview.
<TEXT>
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, Seller produces certain imitation dairy products at a facility
located in Orlando, Florida (the "Facility"); and
WHEREAS, Seller desires to sell to Purchaser . . .
874982
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Galaxy
As referenced in this Asset Purchase Agreement:
GALAXY
NUTRITIONAL FOODS, INC – gt;v021101_ex4-25.txt
<TEXT>
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, Seller produces certain imitation dairy products at a facility
located in Orlando, Florida (the "Facility"); and
WHEREAS, Seller desires to sell to Purchaser and
_____________
Galaxy Nutritional Foods, Inc – overnight mail service, as follows:
If to Purchaser to: Schreiber Foods, Inc.
Attn: Ron Dunford
425 Pine Street
Green Bay, Wisconsin 54307
Ron.Dunford@SchreiberFoods.com
If to Seller to: Galaxy Nutritional Foods, Inc .
2441 Viscount Row
Orlando, FL 32809-6217
Attention: Michael Broll
e-mail: mebroll@galaxyfoods.com
with a copy (which shall not constitute notice)to:
Proskauer Rose LLP
1585 Broadway
_____________
GALAXY NUTRITIONAL FOODS, INC – lt;PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase
Agreement to be duly executed as of the day and year first above written.
SELLER PURCHASER
GALAXY NUTRITIONAL FOODS, INC . SCHREIBER FOODS, INC.
By: /s/ David H. Lipka By: /s/ Ron Dunford
-------------------------- ---------------------------
Name: David H. Lipka Name: Ron Dunford
Its: Chairman Its: President and COO of
Schreiber Chain Sales
&
_____________
dt 1707014
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| Subscribers | 2008 |
Galaxy Nutritional Foods, Inc.
Galaxy Nutritional Foods, Inc. (41K)
Doc #3274553: This document is immediately available for purchase, but does not have a preview available for viewing.
3274553
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| Preview
Subscribers | 2004 |
Employment Agreement
Employment Agreement (26K)
Doc #875005: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 8th day of July, 2004, by and between Galaxy
Nutritional Foods, Inc., a Florida corporation (the "Corporation"), and Michael
E. Broll (the "Employee"),
W I T N E S S E T H :
- - - - - - - - - - -
WHEREAS, the Corporation desires to hire Employee as its Chief
Executive Officer; and,
WHEREAS, Employee is willing to be employed by the Corporation.
NOW, THEREFORE, in . . .
875005
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Galaxy
As referenced in this Employment Agreement:
Galaxy
Nutritional Foods, Inc – lt;SEQUENCE>3
<FILENAME>v04526_ex10-15.txt
<TEXT>
Exhibit 10.15
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 8th day of July, 2004, by and between Galaxy
Nutritional Foods, Inc ., a Florida corporation (the "Corporation"), and Michael
E. Broll (the "Employee"),
W I T N E S S E T H :
- - - - - - - - - - -
WHEREAS, the Corporation desires to hire Employee as
_____________
GALAXY NUTRITIONAL FOODS, INC – substitutions or designations.
[SIGNATURE PAGE TO FOLLOW]
Page 8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first written above.
"Corporation"
GALAXY NUTRITIONAL FOODS, INC .
By: /s/ David H. Lipka
---------------------------------- ------------------------------
Witness
As its: Chairman of the Board
Date: July 8, 2004
---------------------------------- --------------------------
Witness
"Employee"
MIKE BROLL
/s/ Mike Broll
---------------------------------- ----------------------------------
Witness Mike Broll
Date: July 8,
_____________
dt 1360874
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Subscribers | 2006 |
Lease Termination Agreement
Lease Termination Agreement (16K)
Doc #2279326: Click preview link for longer preview.
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT ("Agreement"), is made effective as of
the 31st day of July, 2006 ("Effective Date"), between CLP Industrial
Properties, LLC, a Delaware limited liability company ("Landlord"), and GALAXY
NUTRITIONAL FOODS, INC. (f/k/a Galaxy Food Company), a Delaware corporation
("Tenant").
W I T N E S S E T H :
A. On or about July 28, 1999, Cabot Industrial Properties, L.P. ("Original
Landlord") . . .
2279326
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Galaxy
As referenced in this Lease Termination Agreement:
GALAXY
NUTRITIONAL FOODS, INC – THIS LEASE TERMINATION AGREEMENT ("Agreement"), is made effective as of
the 31st day of July, 2006 ("Effective Date"), between CLP Industrial
Properties, LLC, a Delaware limited liability company ("Landlord"), and GALAXY
NUTRITIONAL FOODS, INC . (f/k/a Galaxy Food Company), a Delaware corporation
("Tenant").
W I T N E S S E T H :
A. On or about July 28, 1999, Cabot Industrial
_____________
GALAXY NUTRITIONAL FOODS, INC – special, indirect or consequential damages.
IN WITNESS WHEREOF, Landlord and Tenant have executed the Agreement as of
the day and year first written above.
LANDLORD: TENANT:
CLP INDUSTRIAL PROPERTIES, LLC, GALAXY NUTRITIONAL FOODS, INC ., a
a Delaware limited liability company Delaware corporation
By: RREEF MANAGEMENT COMPANY,
a Delaware corporation,
Authorized Agent
By: /s/ John Frederick By: /s/ Salvatore J. Furnari
--------------------------------- -------------------------------------
Name: John Frederick
_____________
dt 1573044
;
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Subscribers | 2006 |
Lease Termination Agreement
Lease Termination Agreement (16K)
Doc #2279368: Click preview link for longer preview.
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT ("Agreement"), is made effective as of
the 31st day of July, 2006 ("Effective Date"), between CLP Industrial
Properties, LLC, a Delaware limited liability company ("Landlord"), and GALAXY
NUTRITIONAL FOODS, INC. (f/k/a Galaxy Food Company), a Delaware corporation
("Tenant").
W I T N E S S E T H :
A. On or about July 28, 1999, Cabot Industrial Properties, L.P. ("Original
Landlord") . . .
2279368
|
Galaxy
As referenced in this Lease Termination Agreement:
GALAXY
NUTRITIONAL FOODS, INC – THIS LEASE TERMINATION AGREEMENT ("Agreement"), is made effective as of
the 31st day of July, 2006 ("Effective Date"), between CLP Industrial
Properties, LLC, a Delaware limited liability company ("Landlord"), and GALAXY
NUTRITIONAL FOODS, INC . (f/k/a Galaxy Food Company), a Delaware corporation
("Tenant").
W I T N E S S E T H :
A. On or about July 28, 1999, Cabot Industrial
_____________
GALAXY NUTRITIONAL FOODS, INC – special, indirect or consequential damages.
IN WITNESS WHEREOF, Landlord and Tenant have executed the Agreement as of
the day and year first written above.
LANDLORD: TENANT:
CLP INDUSTRIAL PROPERTIES, LLC, GALAXY NUTRITIONAL FOODS, INC ., a
a Delaware limited liability company Delaware corporation
By: RREEF MANAGEMENT COMPANY,
a Delaware corporation,
Authorized Agent
By: /s/ John Frederick By: /s/ Salvatore J. Furnari
--------------------------------- -------------------------------------
Name: John Frederick
_____________
dt 1573045
;
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Subscribers | 2006 |
Lease Termination Agreement
Lease Termination Agreement (16K)
Doc #2281030: Click preview link for longer preview.
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT ("Agreement"), is made effective as of
the 31st day of July, 2006 ("Effective Date"), between CLP Industrial
Properties, LLC, a Delaware limited liability company ("Landlord"), and GALAXY
NUTRITIONAL FOODS, INC. (f/k/a Galaxy Food Company), a Delaware corporation
("Tenant").
W I T N E S S E T H :
A. On or about July 28, 1999, Cabot Industrial Properties, L.P. ("Original
Landlord") . . .
2281030
|
Galaxy
As referenced in this Lease Termination Agreement:
GALAXY
NUTRITIONAL FOODS, INC – THIS LEASE TERMINATION AGREEMENT ("Agreement"), is made effective as of
the 31st day of July, 2006 ("Effective Date"), between CLP Industrial
Properties, LLC, a Delaware limited liability company ("Landlord"), and GALAXY
NUTRITIONAL FOODS, INC . (f/k/a Galaxy Food Company), a Delaware corporation
("Tenant").
W I T N E S S E T H :
A. On or about July 28, 1999, Cabot Industrial
_____________
GALAXY NUTRITIONAL FOODS, INC – special, indirect or consequential damages.
IN WITNESS WHEREOF, Landlord and Tenant have executed the Agreement as of
the day and year first written above.
LANDLORD: TENANT:
CLP INDUSTRIAL PROPERTIES, LLC, GALAXY NUTRITIONAL FOODS, INC ., a
a Delaware limited liability company Delaware corporation
By: RREEF MANAGEMENT COMPANY,
a Delaware corporation,
Authorized Agent
By: /s/ John Frederick By: /s/ Salvatore J. Furnari
--------------------------------- -------------------------------------
Name: John Frederick
_____________
dt 1573046
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Subscribers | 2003 |
Master Distribution and License Agreement
Master Distribution and License Agreement (116K)
Doc #875047: Click preview link for longer preview.
<DESCRIPTION>MASTER DISTRIBUTION AND LICENSE AGREEMENT
<TEXT>
MASTER DISTRIBUTION AND LICENSE AGREEMENT
-----------------------------------------
This Agreement is effective as of May 22, 2003,
by and between
Galaxy Nutritional Foods, Inc., a corporation organized and existing under
the laws of Delaware having its office at 2441 Viscount Row, Orlando FL,
32809, U.S.A. (hereinafter "Galaxy") and Fromageries Bel S.A, a . . .
875047
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Galaxy
As referenced in this Master Distribution and License Agreement:
Galaxy Nutritional Foods, Inc – 603.txt
<DESCRIPTION>MASTER DISTRIBUTION AND LICENSE AGREEMENT
<TEXT>
MASTER DISTRIBUTION AND LICENSE AGREEMENT
-----------------------------------------
This Agreement is effective as of May 22, 2003,
by and between
Galaxy Nutritional Foods, Inc ., a corporation organized and existing under
the laws of Delaware having its office at 2441 Viscount Row, Orlando FL,
32809, U.S.A. (hereinafter "Galaxy") and Fromageries Bel S.
_____________
GALAXY NUTRITIONAL FOODS, INC – IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate by their duly authorized officers or representatives as of the
day and year first written above.
GALAXY NUTRITIONAL FOODS, INC FROMAGERIES BEL SA
/s/ Christopher J. New /s/ Michel P. Troussier
---------------------- -----------------------
Name : Christopher J. New Name : Michel P. Troussier
Title : Chief Executive Title : Director of Finance
Officer
/s/ Eric
_____________
Galaxy
Nutritional Foods, Inc – CONDITIONS OF SALE
1. TERMS EXCLUSIVE: This document, together with the quotation
and documents specified therein, constitutes the complete, exclusive and
final agreement of the Buyer identified herein ("Buyer") and Galaxy
Nutritional Foods, Inc . ("Seller") and may not be added to, modified,
superseded or altered except by written agreement or modification signed by
Seller's president, vice president or home office sales manager,
_____________
Galaxy Nutritional Foods, Inc – than the United
States of America, the following shall apply in addition to (and shall take
precedence where in direct conflict with) the GENERAL TERMS AND CONDITIONS
OF SALE of Galaxy Nutritional Foods, Inc . ("Seller"). Where these Special
Terms and Conditions of International Sales conflict with that certain
Master Distribution and License Agreement (the <<Distribution Agreement >>,
dated May 22,
_____________
dt 1360884
;
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 Greenberg
As referenced in this Master Distribution and License Agreement:
Greenberg Traurig – as follows :
If to GALAXY NUTRITIONAL INC
2441 Viscount Row
ORLANDO FL. 32809
USA
If to FROMAGERIES BEL SA
4, rue d'Anjou
75008 PARIS
France
With a copy to: Greenberg Traurig , P.A.
(except for purchase 1221 Brickell Avenue
orders and shipping Miami, Florida 33131
releases) Facsimile No.: 305-579-0717
Attn: Robert Grossman, Esq
17.8.2. Either party
_____________
dt 1325450
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| Subscribers | 2006 |
Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement (11K)
Doc #2408533: This document is immediately available for purchase, but does not have a preview available for viewing.
2408533
| | |
| Subscribers | 2006 |
Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement (11K)
Doc #2408534: This document is immediately available for purchase, but does not have a preview available for viewing.
2408534
| | |
| Subscribers | 2006 |
Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement (12K)
Doc #2428984: This document is immediately available for purchase, but does not have a preview available for viewing.
2428984
| | |
| Subscribers | 2006 |
Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement (12K)
Doc #2428985: This document is immediately available for purchase, but does not have a preview available for viewing.
2428985
| | |
| Subscribers | 2006 |
Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement (12K)
Doc #2428986: This document is immediately available for purchase, but does not have a preview available for viewing.
2428986
| | |
| Subscribers | 2007 |
Note Modification Agreement
Note Modification Agreement (4K)
Doc #2836712: This document is immediately available for purchase, but does not have a preview available for viewing.
2836712
| | |
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Subscribers | 2005 |
Registration Rights Agreement
Registration Rights Agreement (34K)
Doc #874976: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
September 12, 2005, by and between Galaxy Nutritional Foods, Inc., a Delaware
corporation, with headquarters located at 2441 Viscount Road, Orlando, Florida
32809 (the "Company") and Frederick A. DeLuca, an individual (the "Investor"),
whose address is c/o Doctor's Associates, Inc., 325 Bic Drive, Milford,
Connecticut 06460.
PRELIMINARY STATEMENTS
A. In connection with the Note and . . .
874976
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Galaxy
As referenced in this Registration Rights Agreement:
Galaxy Nutritional Foods, Inc – SEQUENCE>3
<FILENAME>v026333_ex3.txt
<TEXT>
EXHIBIT 3
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
September 12, 2005, by and between Galaxy Nutritional Foods, Inc ., a Delaware
corporation, with headquarters located at 2441 Viscount Road, Orlando, Florida
32809 (the "Company") and Frederick A. DeLuca, an individual (the "Investor"),
whose address is c/o Doctor'
_____________
GALAXY NUTRITIONAL FOODS, INC – consummation of the transactions contemplated
hereby.
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.
"Company"
GALAXY NUTRITIONAL FOODS, INC .
By: /s/ Michael E. Broll
--------------------------------------
Michael E. Broll
Chief Executive Officer
"Investor"
/s/ Frederick A. DeLuca
------------------------------------------
FREDERICK A. DELUCA, an individual
9
</TEXT>
</DOCUMENT>
_____________
dt 1360870
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Subscribers | 2004 |
Registration Rights Agreement
Registration Rights Agreement (37K)
Doc #874993: Click preview link for longer preview.
TO
SECURITIES PURCHASE AGREEMENT
REGISTRATION RIGHTS AGREEMENT
<PAGE>
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 (the "COMPANY"), and FRED DELUCA, whose address is 325 Bic Drive, Milford,
CT 06460 (the " . . .
874993
|
Galaxy
As referenced in this Registration Rights Agreement:
GALAXY NUTRITIONAL FOODS, INC – gt;
EXHIBIT "B"
TO
SECURITIES PURCHASE AGREEMENT
REGISTRATION RIGHTS AGREEMENT
<PAGE>
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 (the "COMPANY"), and FRED DELUCA, whose address is 325 Bic Drive, Milford,
CT 06460 (the "BUYER").
_____________
GALAXY NUTRITIONAL FOODS, INC – FOLLOWING PAGE]
9
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.
"Company"
GALAXY NUTRITIONAL FOODS, INC .
By: /s/ Michael E. Broll
-------------------------------------
Michael E. Broll
Chief Executive Officer
"Buyer"
/s/ Fred Deluca
-----------------------------------------
Fred DeLuca
10
</TEXT>
</DOCUMENT>
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