Exhibit 10.12


 


FORM OF SECOND AMENDED AND RESTATED


SECURITIES HOLDERS AGREEMENT


 


 


dated as of
[                          ],
2004


 


among


 


 


B&G FOODS, INC. (formerly known as
B&G Foods Holdings Corp.)


 


BRUCKMANN, ROSSER, SHERRILL & CO., L.P.,


 


CANTERBURY MEZZANINE CAPITAL II, L.P.,


 


THE CIT GROUP/EQUITY INVESTMENTS, INC.


 


and


 


MANAGEMENT STOCKHOLDERS


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I REPRESENTATIONS, WARRANTIES
  AND COVENANTS OF B&G FOODS

  	
   

  
	
  1.1

  	
  Representations, Warranties and Covenants of
  B&G Foods.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH STOCKHOLDER

  	
   

  
	
  2.1

  	
  Representations,
  Warranties and Covenants of Each Stockholder.

  	
   

  
	
  2.2

  	
  Legend.

  	
   

  
	
  2.3

  	
  Provisions
  Regarding Transfers of Securities.

  	
   

  
	
  2.4

  	
  Notation

  	
   

  
	
  2.5

  	
  Limitation
  on Repurchase of Securities and Dividend Payments

  	
   

  
	
  2.6

  	
  Restrictions
  on Acquisition of Senior Subordinated Notes

  	
   

  
	
  2.7

  	
  Reliance

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  OTHER COVENANTS AND REPRESENTATIONS 6

  	
   

  
	
  3.1

  	
  Covenant
  Not to Compete.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  CORPORATE ACTIONS 

  	
   

  
	
  4.1

  	
  Directors

  	
   

  
	
  4.2

  	
  Right to
  Remove Certain of B&G Foods’ Directors.

  	
   

  
	
  4.3

  	
  Right to
  Fill Certain Vacancies in B&G Foods’ Board.

  	
   

  
	
  4.4

  	
  Confidentiality.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  REGISTRATION RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  EXCHANGE OF CLASS B COMMON STOCK FOR EISs 9

  	
   

  
	
  6.1

  	
  Exchange of
  Class B Common Stock for EISs.

  	
   

  
	
  6.2

  	
  No
  Fractional Shares

  	
   

  
	
  6.3

  	
  Exchange
  Rate Adjustments.

  	
   

  
	
  6.4

  	
  Related
  Covenants.

  	
   

  
	
  6.5

  	
  Certain
  Defined Terms.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE  VII REPURCHASE OF PREFERRED STOCK,
  WARRANTS AND OPTIONS

  	
   

  
	
  7.1

  	
  Repurchase

  	
   

  
	
  7.2

  	
  Repurchase Price

  	
   

  
	
  7.3

  	
  Release from Liability

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  MISCELLANEOUS

  	
   

  
	
  8.1

  	
  Amendment
  and Modification.

  	
   

  
	
  8.2

  	
  Survival of
  Representations and Warranties.

  	
   

  
	
  8.3

  	
  Successors
  and Assigns; Entire Agreement.

  	
   

  
	
  8.4

  	
  Separability.

  	
   

  
	
  8.5

  	
  Notices

  	
   

  
	
  8.6

  	
  Governing
  Law

  	
   

  
	
  8.7

  	
  Headings

  	
   

  
	
  8.8

  	
  Counterparts.

  	
   

  
	
  8.9

  	
  Further
  Assurances.

  	
   

  
	
  8.10

  	
  Remedies.

  	
   

  



 

















 


	
  7.11

  	
  Party No Longer Owning Securities

  	
   

  
	
  7.12

  	
  No
  Effect on Employment

  	
   

  
	
  7.13

  	
  Pronouns

  	
   

  



 

















 


SECOND AMENDED AND RESTATED SECURITIES
HOLDERS AGREEMENT


 


SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of
[                     
        ], 2004 (the
“Agreement”), by and among (1) B&G FOODS, INC. (formerly known as B&G
Foods Holdings Corp.), a Delaware corporation (“B&G Foods”), (2) BRUCKMANN,
ROSSER, SHERRILL & CO., L.P., a Delaware limited partnership (“BRS”), the
individuals listed on Exhibit A hereto as the BRS Stockholders (the “BRS
Stockholders” and, together with BRS and their respective BRS Permitted
Transferees, the “BRS Entities”), (3) CANTERBURY MEZZANINE CAPITAL II, L.P., a
Delaware limited partnership (“Canterbury” and, together with its Permitted
Transferees, the “Canterbury Entities”), (4) THE CIT GROUP/EQUITY INVESTMENTS,
INC., a New Jersey corporation (“CIT” and, together with its Permitted
Transferees, the “CIT Entities”), and (5) the individuals listed on Exhibit
A hereto as “Management Stockholders” (such individuals, together with their
Permitted Transferees, the “Management Stockholders”).  The BRS Entities, the Canterbury Entities,
the CIT Entities and the Management Stockholders are sometimes referred to
hereinafter individually as a “Stockholder” and collectively as the
“Stockholders.”


 


Background


 


A.                                   B&G
Foods and the Stockholders are parties to the Amended and Restated Securities
Holders Agreement, dated as of December 22, 1999 (the “Existing Securities
Holders Agreement”), and desire to amend and restate the Existing Securities
Holders Agreement in its entirety.


 


B.                                     Each
of the BRS Entities is the record owner of the number of shares of Class B
Common Stock, par value $0.01 per share (the “Class B Common Stock”), of
B&G Foods set forth opposite its name on Exhibit A hereto.  Canterbury is the record owner of the number
of shares of Class B Common Stock set forth opposite its name on Exhibit
A hereto  CIT is the record owner of the
number of shares of Class B Common Stock set forth opposite its name on Exhibit
A hereto.  Each of the Management
Stockholders is the record owner of the number of shares of Class B Common
Stock set forth opposite his name on Exhibit A hereto.


 


C.                                     As
used herein, the term “Subsidiaries” shall mean, collectively, (i) BGH
Holdings, Inc., a Delaware corporation, (ii) Bloch & Guggenheimer, Inc., a
Delaware corporation, (iii) Heritage Acquisition Corp., a Delaware corporation,
(iv) Les Produits Alimentaires Jacques Et Fils, Inc., a Quebec corporation, (v)
Maple Grove Farms of Vermont, Inc., a Vermont corporation, (vi) Ortega Holdings
Inc., a Delaware corporation, (vii) Polaner, Inc., a Delaware corporation,
(viii) Trappey’s Fine Foods, Inc., a Delaware corporation, William Underwood
Company, a Massachusetts business trust, and (ix) all future subsidiaries of
B&G Foods, and the term “Subsidiary” shall be construed accordingly.  As used herein, the term “Securities” shall
mean the Class B Common Stock and any options to purchase shares of Class B
Common Stock(1) (“Class B Options”) hereafter held by any Stockholder,
including shares of Class B Common Stock, Class B Options and all other
securities of B&G Foods or a successor to B&G Foods (other than EISs,
shares of Class A Common Stock and Senior Subordinated Notes (each as defined
below)), including, without limitation, all securities issued in connection
with any merger, consolidation, stock dividend, stock distribution,


 












(1)  We assume that options
granted under the employee and director plans will be for Class A Common Stock.


 

















 


stock split, reverse stock split, stock combination, recapitalization,
reclassification, subdivision, conversion or similar transaction in respect
thereof.  A reference to any class of
Securities shall be deemed to include reference to all Securities issued in
respect thereof.


 


D.                                    As
used herein the term “EISs” shall mean B&G Foods’ Enhanced Income
Securities, each representing one share of B&G Foods’ Class A Common Stock,
par value $0.01 per share (the “Class A Common Stock”) and $6.00 principal
amount of B&G Foods’ [    ]% Senior Subordinated Notes
due 2014 (the “Senior Subordinated Notes”).


 


E.                                      The
Stockholders and B&G Foods wish to set forth certain agreements regarding
their future relationships and their rights and obligations with respect to the
Securities and the EISs.


 


Terms


 


In consideration of the mutual representations, warranties and
covenants contained herein, and intending to be legally bound hereby, the
parties hereto acknowledge and agree that this Agreement shall amend and
supersede in its entirety the Existing Securities Holders Agreement, and agree
as follows:


 


ARTICLE I


 


REPRESENTATIONS, WARRANTIES AND

COVENANTS OF B&G FOODS


 


1.1                                 Representations, Warranties and Covenants of
B&G Foods.  B&G Foods
represents and warrants to, and covenants and agrees with, each of the
Stockholders as follows:


 


(a)                                  B&G
Foods is a corporation validly existing and in good standing under the laws of
the State of Delaware.


 


(b)                                 B&G
Foods has full corporate power and corporate authority to make, execute,
deliver and perform this Agreement and to carry out all of the transactions
provided for herein.


 


(c)                                  B&G
Foods has taken such corporate action as is necessary or appropriate to enable
it to perform its obligations hereunder, and this Agreement constitutes the
legal, valid and binding obligation of B&G Foods, enforceable against
B&G Foods in accordance with the terms hereof.


 


(d)                                 [As
of the date hereof and after giving effect to the repurchase of the Company's
securities as set forth in Article VII herein, the authorized capital
stock of B&G Foods consists of (i)
[                        ]
shares of Common Stock, consisting of
[                    ]
shares of Class A Common Stock and [                        ]
shares of Class B Common Stock, of which
[                  ]
shares of Class A Common Stock and
[                  ]
shares of Class B Common Stock are issued and outstanding and (ii) [100,000]
shares of preferred stock, par value $0.01 per share (such shares, of any class
whether heretofore or hereafter designated, being referred to as “Preferred
Stock”), none of which are issued and outstanding.  Except as provided in this Agreement, in the foregoing sentence
or as set forth in the terms of the capital stock of B&G Foods, as of the
Closing Date (x) there will be


 


2

















 


no rights, subscriptions, warrants, options,
conversion rights, or agreements of any kind outstanding to purchase from
B&G Foods, or otherwise require B&G Foods to issue, any shares of
capital stock of B&G Foods or securities or obligations of any kind
convertible into or exchangeable for any shares of capital stock of B&G
Foods; (y) B&G Foods will not be subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its
capital stock; and (z) the Class A Common Stock and the Class B Common Stock
will constitute all of the outstanding shares of B&G Foods’ capital stock].


 


ARTICLE II


 


REPRESENTATIONS, WARRANTIES AND

COVENANTS OF EACH STOCKHOLDER


 


2.1                                 Representations, Warranties and Covenants of Each
Stockholder.  Each of the
Stockholders severally represents and warrants to, and covenants and agrees
with, B&G Foods that:


 


(a)                                  Such
Stockholder has full legal right, capacity, power and authority (including the
due authorization by all necessary corporate or partnership action in the case
of corporate or partnership Stockholders) to enter into this Agreement and to
perform such Stockholder’s obligations hereunder without the need for the
consent of any other person or entity; and this Agreement has been duly
authorized, executed and delivered and constitutes the legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with the terms hereof.


 


(b)                                 Such
Management Stockholder’s residence address and social security number are as
set forth on Exhibit C hereto.


 


(c)                                  Such
Stockholder will not effect a Transfer (as hereinafter defined) of any
Securities or the EISs (including the shares of Class A Common Stock and the
Senior Subordinated Notes comprising the EISs) except in compliance with the
registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”) (and applicable state securities laws) or pursuant to an
available exemption therefrom, and, without limiting the foregoing, will not
effect a Transfer of any Securities or EISs (including the shares of Class A
Common Stock and the Senior Subordinated Notes comprising the EISs) prior to
the lapse of such period of time following acquisition thereof as may be
required to comply with applicable state securities laws.


 


(d)                                 Such
Stockholder hereby waives any preemptive rights or registration rights, or the
failure to receive advance notice under any such rights, that such Stockholder
may have had under the Existing Securities Holders Agreement, and any such
preemptive rights or registration rights under the Existing Securities Holders
Agreement are no longer of any force or effect.


 


(e)           Such Stockholder has good, valid and
marketable title to the Repurchased Securities (as defined in Section 7.1
herein) free and clear of any liens, charges, claims, pledges, security
interests, conditional sale agreements, and other encumbrances whatsoever.


 


(f)            Such Stockholder has not sold,
transferred, assigned, conveyed, pledged or encumbered in any manner whatsoever
all or any part of the Repurchased Securities.


 


(g)           Such Stockholder has received a copy
of the Form S-1 Registration Statement as filed with the Securities and
Exchange Commission, and that such Stockholder has been given the opportunity
to obtain information regarding the business and affairs of B&G Foods to
such Stockholder's satisfaction.


 


2.2                                 Legend.   The
certificates representing the Securities or the EISs (including the shares of
Class A Common Stock and the Senior Subordinated Notes comprising the EISs),
including certificates issued upon any voluntary or involuntary transfer of
such Securities, EISs, Class A Common Stock or Senior Subordinated Notes,
unless such transfer is pursuant to a registered public offering of the
Securities, EISs, Class A Common Stock or Senior Subordinated Notes or the


 


3

















 


conditions specified in Section 2.3 hereof are
satisfied, shall bear the following legend in addition to any other legend
required under applicable law:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO B&G FOODS,
INC., THAT SUCH REGISTRATION IS NOT REQUIRED.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE
TERMS AND CONDITIONS OF A SECOND AMENDED AND RESTATED SECURITIES HOLDERS
AGREEMENT BY AND AMONG B&G FOODS, INC. AND THE HOLDERS SPECIFIED THEREIN, A
COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF B&G FOODS,
INC.  THE SALE, TRANSFER OR OTHER
DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE
SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.


 


2.3                                 Provisions Regarding Transfers of Securities.  The following provisions shall apply with
respect to the Transfer (as hereinafter defined) of any Securities owned by any
Management Stockholder, BRS Entity, Canterbury Entity or CIT Entity:


 


(a)                                  Subject
to the additional conditions to Transfer by the Management Stockholders imposed
by Section 6.2 hereof, each Management Stockholder, BRS Entity, Canterbury
Entity and CIT Entity is prohibited from Transferring any of his or its
Securities except in the following circumstances: (i) to Permitted Transferees
(as hereinafter defined), and (ii) pursuant to an effective registration
statement under the Securities Act; provided, however, that, in
the case of any such Transfer, except in the case of a sale pursuant to an
effective registration statement, each such transferee shall take such
Securities subject to and be fully bound by the terms of this Agreement
applicable to it with the same effect as if it were a party hereto; and provided,
further, that no Transfer shall be effected except in compliance with
the registration requirements of the Securities Act (and applicable state
securities laws) or pursuant to an available exemption therefrom.


 


(b)                                 No
Transfer shall, in any event, except in the case of a sale pursuant to an
effective registration statement, be made by any Management Stockholder, BRS Entity,
Canterbury Entity or CIT Entity unless in connection with such Transfer, the
applicable transferee has complied with the terms and provisions of this
Agreement.  No Management Stockholder,
BRS Entity, Canterbury Entity, CIT Entity or transferee may effect any Transfer
of Securities, whether to a Permitted Transferee or otherwise, unless the
transferee executes an agreement pursuant to which such transferee agrees to be
bound by the terms and provisions of this Agreement applicable to the
transferor (except in the case of a sale pursuant to an effective registration
statement under the Securities Act or as otherwise specifically provided
herein).  Any purported Transfer in
violation of this covenant shall be null and void and of no force and effect
and the purported transferee shall have no rights or privileges in or with
respect to B&G Foods  As used
herein, “Transfer” means the making of any sale, exchange, assignment,
hypothecation, gift, security interest, pledge or other encumbrance, or any
contract therefor, any voting trust or other agreement or arrangement with
respect to the transfer of voting rights (including any proxy or similar
arrangement (whether or not


 


4

















 


revocable)) or any other beneficial interest in any of
the Securities, the creation of any other claim thereto or any other transfer
or disposition whatsoever, whether voluntary or involuntary, affecting the
right, title, interest or possession in or to such Securities.


 


Prior to any proposed Transfer of any Securities, the holder thereof
shall give written notice to B&G Foods describing the manner and
circumstances of the proposed Transfer accompanied, if requested by B&G
Foods, by a written opinion of legal counsel reasonably satisfactory to B&G
Foods, addressed to B&G Foods and the transfer agent, if other than B&G
Foods, and reasonably satisfactory in form and substance to each addressee, to
the effect that the proposed Transfer of the Securities may be effected without
registration under the Securities Act and applicable state securities
laws.  Each certificate evidencing the
Securities transferred shall bear the legend set forth in Section 2.2,
except that such certificate shall not bear such legend if the opinion of
counsel referred to above is to the further effect that such legend is not
required in order to establish compliance with any provision of the Securities
Act or applicable state securities laws.


 


(c)                                  As
used herein, “Permitted Transferee” shall mean:


 


(i)                         in
the case of any Management Stockholder, (A) B&G Foods or any BRS Entity,
(B) any spouse or lineal descendant of a Management Stockholder, or any heir,
executor, administrator, testamentary trustee, legatee or beneficiary of a
Management Stockholder or any of the foregoing persons referred to in this
clause (B) (collectively, “Management Stockholder Associates”) and (C) any
trust, the beneficiaries of which, or any corporation, limited liability
company or partnership, the stockholders, members or general and limited partners
of which include only such Management Stockholders and their respective
Management Stockholder Associates;


 


(ii)                      in
the case of any BRS Entity, (A) any other BRS Entity, (B) any Affiliate (as
hereinafter defined) of any BRS Entity, (C) any member or partner of BRS,
provided that, in the case of a distribution to BRS’s members or partners, such
distribution shall be made in accordance with the terms of its agreement of
limited partnership, (D) any spouse or lineal descendant of a member or partner
of BRS, or any heir, executor, administrator, testamentary trustee, legatee or
beneficiary of BRS or any of the foregoing persons referred to in this clause
(D) (collectively, “BRS Associates”), (E) any trust, the beneficiaries of
which, or any corporation, limited liability company or partnership, the
stockholders, members or general and limited partners of which include only BRS
or their respective BRS Associates, and (F) one or more banks or other
financial institutions or entities which are not then in direct competition
with B&G Foods or any of the Subsidiaries, but only if BRS is required to
make a Transfer of its Securities to such bank or financial institution or
entity pursuant to BRS’s agreement of limited partnership or in connection with
any dissolution of BRS pursuant to its agreement of limited partnership;


 


(iii)                   in
the case of any Canterbury Entity, (A) any other Canterbury Entity, (B) any
Affiliate of any Canterbury Entity, (C) any member or partner of Canterbury,
provided that, in the case of a distribution to Canterbury’s members or
partners, such distribution shall be made pro
rata to all such members or partners in accordance with the terms of
its agreement of limited partnership and (D) one or more banks or other
financial institutions or entities which are not then in direct competition
with B&G Foods or any of the Subsidiaries, but only if Canterbury is
required to make a Transfer of its Securities to such bank or financial


 


5

















 


institution or entity
pursuant to Canterbury’s agreement of limited partnership or in connection with
any dissolution of Canterbury pursuant to its agreement of limited partnership;
and


 


(iv)                  in
the case of any CIT Entity, (A) any other CIT Entity and (B) any Affiliate of any
CIT Entity.


 


(d)                                 As
used herein, “Affiliate” of any person means any person, directly or
indirectly, controlling, controlled by or under common control with such
person, and includes any person who is an officer, director or employee of such
person and any person who would be deemed to be an “affiliate” or an
“associate” of such person, as those terms are defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.  As used in this definition,
“controlling” (including, with its correlative meanings, “controlled by” and
“under common control with”) means possession, directly or indirectly, of power
to direct or cause the direction of management or policies (whether through
ownership of securities, partnership or other ownership interests, by contract
or otherwise).


 


2.4                                 Notation.  A
notation will be made in the appropriate transfer records of B&G Foods with
respect to the restrictions on transfer of the Securities and EISs (including
the shares of Class A Common Stock and the Senior Subordinated Notes comprising
the EISs) referred to in this Agreement.


 


2.5                                 Limitation
on Repurchase of Securities and Dividend Payments.  Each Stockholder understands that B&G
Foods has entered into certain financing agreements which contain prohibitions,
restrictions and limitations on the ability of B&G Foods to purchase any of
the Securities and EISs (including the shares of Class A Common Stock and the
Senior Subordinated Notes comprising the EISs) and, under certain circumstances,
to pay dividends on the Class A Common Stock and Class B Common Stock.


 


2.6                                 Restrictions
on Acquisition of Senior Subordinated Notes.  Each Stockholder hereby represents that it does not currently
hold any Senior Subordinated Notes. Subject to Section 6.1 hereof and so long
as any EISs are issued and outstanding, each Stockholder agrees that it shall
not purchase or otherwise acquire any Senior Subordinated Notes other than
Senior Subordinated Notes (i) purchased or acquired in connection with an exchange
of its shares of Class B Common Stock for EISs, (ii) issued or distributed to
such Stockholder in connection with EISs previously acquired by such
Stockholder or (iii) purchased or acquired in the form of EISs.


 


2.7                                 Reliance.  Each Stockholder acknowledges that B&G
Foods and each of the other Stockholders is entering into this Agreement in
reliance upon such Stockholder’s representations and warranties and other
covenants and agreements contained herein.


 


ARTICLE III


 


OTHER COVENANTS AND REPRESENTATIONS


 


3.1                                 Covenant
Not to Compete.  Each Management
Stockholder hereby agrees that during the term of his employment by B&G
Foods or any of the Subsidiaries and for a period of ten (10) months after the
Management Stockholder ceases his or her employment with B&G Foods or the
Subsidiaries


 


6

















 


for any reason other than termination without cause
(the “Restriction Period”), such Management Stockholder shall not, directly or
indirectly, own, manage, operate, join, control or participate in the
ownership, management, operation or control of, or be connected as an officer,
director, employee, consultant, stockholder, partner or otherwise with, any
component of a business which at any relevant time during such period directly
or indirectly competes with B&G Foods or any of the Subsidiaries or their
Affiliates in the Covered Business (as hereafter defined) in the States of
California, Delaware, Maryland, Michigan, New Jersey, New York or Vermont or
any other state in the United States in which B&G Foods or any of the
Subsidiaries or their Affiliates are conducting business during the term of his
employment.  For purposes hereof, the
term “Covered Business” shall mean the purchase, manufacture, marketing or
selling of the products and the raw materials with respect to such products as
to which the Management Stockholder has assisted B&G Foods, the
Subsidiaries or their Affiliates in purchasing, manufacturing, marketing or
selling during the term of the employment of the Management Stockholder,
together with any use or modification of any such products for the same, new or
additional purposes or applications. 
The restrictive covenant contained in this Section 3.1 is a
covenant independent of any other provision of this Agreement, and the
existence of any claim which such Management Stockholder may allege against
B&G Foods or any of the Subsidiaries, whether based on this Agreement or
otherwise, shall not prevent the enforcement of this covenant.  Each of the Management Stockholders agrees
that a breach by him of this Section 3.1 shall cause irreparable harm
to  B&G Foods, the Subsidiaries and
their Affiliates and that the Subsidiaries’ and B&G Foods’ remedies at law
for any breach or threat of breach by any of the Management Stockholders of the
provisions of this Section 3.1 shall be inadequate, and that the
Subsidiaries or B&G Foods shall be entitled to an injunction or injunctions
to prevent breaches of this Section 3.1 and to enforce specifically the
terms and provisions hereof, in addition to any other remedy to which B&G
Foods or the Subsidiaries may be entitled at law or in equity.  The length of time for which this covenant
not to compete shall be in force shall not include any period of violation or
any other period required for litigation during which B&G Foods or any of
the Subsidiaries seeks to enforce this covenant.  In the event that this covenant not to compete shall be
determined by any court of competent jurisdiction to be unenforceable by reason
of its extending for too long a period of time or over too large a geographical
area or by reason of its being too extensive in any other respect, it shall be
interpreted to extend only over the longest period of time for which it may be
enforceable, and/or over the largest geographical area as to which it may be
enforceable and/or to the maximum extent in all other aspects as to which it
may be enforceable, all as determined by such court in such action.


 


ARTICLE IV


 


CORPORATE ACTIONS


 


4.1                                 Directors.  For so long as the BRS Entities are the
beneficial owners (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of more than 10% of the outstanding shares of
Common Stock in the aggregate [on a fully-diluted basis] and as a result the holders
of Class B Common Stock have the right to elect two directors in accordance
with the Amended and Restated Certificate of Incorporation of B&G Foods,
each Stockholder and Permitted Transferee agrees that it shall take, at any
time and from time to time,


 


7

















 


all action necessary (including voting the Class B
Common Stock owned by him, her or it, calling special meetings of stockholders
and executing and delivering written consents) to ensure that the Board of
Directors of B&G Foods at all times includes two individuals designated by
BRS.


 


4.2                                 Right
to Remove Certain of B&G Foods’ Directors.  BRS may request that any director designated by it be removed
(with or without cause) by written notice to the other Stockholders, and, in
any such event, each Stockholder shall promptly consent in writing or vote or
cause to be voted all shares of Class B Common Stock now or hereafter owned or
controlled by it for the removal of such person as a director.  In the event any person ceases to be a
director, such person shall also cease to be a member of any committee of the
Board of Directors of B&G Foods.


 


4.3                                 Right
to Fill Certain Vacancies in B&G Foods’ Board.  In the event that a vacancy is created on
B&G Foods’ Board of Directors at any time by the death, disability,
retirement, resignation or removal (with or without cause) of a director
designated by BRS and elected by the holders of Class B Common Stock, or if
otherwise there shall exist or occur any vacancy on B&G Foods’ Board of
Directors in a directorship subject to designation by BRS and election by the
holders of Class B Common Stock, such vacancy shall not be filled by the
remaining members of B&G Foods’ Board of Directors, but each Stockholder
hereby agrees promptly to consent in writing or vote or cause to be voted all
shares of Class B Common Stock now or hereafter owned or controlled by it to
elect that individual designated to fill such vacancy and serve as a director,
as shall be designated by BRS.


 


4.4                                 Confidentiality.


 


(a)                                  Each
Stockholder hereby agrees that Confidential Information (as defined below) has
been and may be made available to him or it in connection with such
Stockholder’s interest in B&G Foods and its subsidiaries.  Each Stockholder agrees that he or it will
not use the Confidential Information in any way that is reasonably likely to
result in a material detriment to the business of B&G Foods and its
Subsidiaries.  Each Stockholder further
acknowledges and agrees that he or it will not disclose any Confidential
Information to any person; provided
that Confidential Information may be disclosed (i) to such Stockholder’s
Representatives (as defined below) in the normal course of the performance of
their duties, (ii) to the extent required by applicable statute, law, rule or
regulation (including complying with any oral or written questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process to which a Stockholder is subject) or
by generally accepted accounting principles, (iii) to any third party to whom
such Stockholder is contemplating a transfer of his or its Securities, provided that such transfer would not be
in violation of the provisions of this Agreement and as long as such third
party is advised of the confidential nature of such information and agrees to
be bound by a confidentiality agreement in form and substance satisfactory to
B&G Foods and substantially similar to the provisions hereof or (iv) if the
prior consent of the Board of Directors of B&G Foods shall have been
obtained.  Nothing contained herein
shall prevent the use of Confidential Information in connection with the
assertion or defense of any claim by or against B&G Foods or any
Stockholder.


 


(b)                                 “Confidential
Information” means any information concerning B&G Foods, its financial
condition, business, subsidiaries, operations or prospects in the possession of
or to be furnished to any Stockholder in his or its capacity as a shareholder
of B&G


 


8

















 


Foods or by virtue of his or its present or former
position as, or right to designate, a director of B&G Foods; provided that the term “Confidential
Information” does not include information which (a) was or becomes generally available
publicly other than as a result of a disclosure by a Stockholder or his or its
partners, directors, officers, employees, agents, counsel, investment advisers,
accountants, consultants or representatives (all such persons being
collectively referred to as “Representatives”) in violation of this
Section 4.4(b) was or becomes available to such Stockholder on a
nonconfidential basis from a source other than B&G Foods, any regulatory
entity or a Stockholder or his or its Representatives, provided that such source is or was (at
the time of receipt of the relevant information) not, to the best of such
Stockholder’s knowledge, bound by a confidentiality agreement with B&G
Foods or another person.


 


ARTICLE V


 


REGISTRATION RIGHTS


 


The Stockholders shall have registration rights with respect to the
EISs, Class A Common Stock and Class B Common Stock as set forth in the
Registration Rights Agreement attached hereto as Exhibit B (the
“Registration Rights Agreement”).  Each
of the Stockholders agrees not to effect any public sale or distribution of any
securities of B&G Foods (other than any EISs, Class A Common Stock or
Senior Subordinated Notes not acquired by such Stockholder upon exchange of
Class B Common Stock) during the periods specified in the Registration Rights
Agreement, except as permitted thereby, and each such Stockholder agrees to be
bound by the rights of priority to participate in offerings as set forth
therein.


 


ARTICLE VI


 


EXCHANGE OF CLASS B COMMON STOCK FOR EISs


 


6.1                                 Exchange
of Class B Common Stock for EISs.


 


(a)                                  Shares
of Class B Common Stock shall be exchangeable for EISs at the option of the
holder thereof on any Exchange Date (as defined below) at the Exchange Rate (as
defined below); provided, however, that until the second anniversary of the
date hereof, shares of Class B Common Stock shall not be exchangeable for EISs
if after giving effect to such exchange, the total shares of Class B Common
Stock outstanding would be fewer than 3,994,516 shares on a fully diluted
basis.  If on any Exchange Date, the
Stockholders propose to exchange a greater number of shares of Class B Common
Stock than may be exchanged in accordance with the immediately preceding
sentence, the shares of Class B Common Stock accepted for exchange by the
Company shall be allocated among the Stockholders in the following
priority:  (i) first, pro rata among the
BRS Entities, the Canterbury Entities and the CIT Entities pro rata in
proportion to the number of shares, if any, of Class B Common Stock proposed to
be exchanged by such Stockholders on such Exchange Date and (ii) second, pro
rata among the Management Stockholders in proportion to the number of shares of
Class B Common Stock proposed to be exchanged by such Management Stockholders
on such Exchange Date.


 


9

















 


Notwithstanding anything in this Article VI to the contrary, no
Stockholder shall have any right to exchange, and the Company may not exchange,
any shares of Class B Common Stock for EISs: 
(i) so long as an Event of Default as defined in the Indenture dated as
of the date hereof between B&G Foods and The Bank of New York, as Trustee,
as amended, supplemented or otherwise modified from time to time (the
“Indenture”) has occurred and is continuing under [Section 6.01(1) or
Section 6.01(2)] of the Indenture, or (ii) unless the EISs issuable upon
such exchange have been registered under the Securities Act.


 


(b)                                 To
exercise the exchange right, the holder of Class B Common Stock to be exchanged
shall surrender the certificate representing such Class B Common Stock, duly
endorsed or assigned to B&G Foods or in blank, at the principal office of
the Transfer Agent accompanied by written notice to B&G Foods that such
holder elects to exchange such Class B Common Stock. Unless the EISs issuable
on exchange are to be issued in the same name as the name in which the Class B
Common Stock is registered, in which case B&G Foods shall bear the related
taxes, each share surrendered for exchange shall be accompanied by instruments
of transfer, in form and substance satisfactory to B&G Foods, duly executed
by the holder or such holder’s duly authorized attorney and an amount
sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to B&G Foods demonstrating that such taxes have been paid).


 


(c)                                  Each
exchange consummated pursuant to this Section 6.1 shall be deemed to have
been effected immediately prior to the close of business on the applicable
Exchange Date, provided that certificates representing shares of Class B Common
Stock shall have been surrendered and such notice (and if applicable, payment
of an amount equal to the distribution payable on such shares) received by
B&G Foods as aforesaid, and the person or persons in whose name or names
any certificate or certificates representing EISs shall be issuable upon such
exchange shall be deemed to have become the holder or holders of record of the
shares represented thereby at such time on such Exchange Date, and such
exchange shall be at the Exchange Rate in effect at such time and on such date
unless the stock transfer records of B&G Foods for the Class B Common Stock
shall be closed on that date, in which event such person or persons shall be
deemed to have become such holder or holders or record at the close of business
on the next succeeding day on such stock transfer records for the Class B
Common Stock are open, but such exchange shall be at the Exchange Rate in
effect on the date on which such shares have been surrendered and such notice
received by B&G Foods.


 


(d)                                 As
promptly as practicable after the surrender of the certificates representing
the Class B Common Stock as aforesaid, B&G Foods shall issue and deliver at
such office to such holder, or on his written order, certificates representing
the full number of shares of Class A Common Stock and Senior Subordinated Notes
represented by the EISs issuable upon the exchange of such shares of Class B
Common Stock in accordance with the provisions of this Section 6.1, and
any fractional interest shall be settled as provided by Section 6.2 below.


 


6.2                                 No
Fractional Shares.   No fractional
portion of an EIS shall be issued upon exchange of Class B Common Stock.  Instead of any fraction of an EIS that would
otherwise be deliverable upon the exchange of Class B Common Stock, B&G
Foods shall pay to


 


10

















 


the holder of such shares an amount in cash in respect
of such fractional interest based upon the Fair Market Value of EISs on the
Trading Day immediately preceding the Exchange Date.


 


6.3                                 [Exchange
Rate Adjustments.


 


(a)                                  The
Exchange Rate shall be adjusted from time to time as follows:


 


(i)                         If
B&G Foods shall after the date on which shares of Class B Common Stock are
first issued (the “Class B Issue Date”) (A) pay or make a distribution to
holders of EISs in the form of EISs (or in shares of the Class A Common Stock
or Senior Subordinated Notes comprising the EISs), (B) subdivide its
outstanding EISs into a greater number of EISs (or shares of Class A Common
Stock or Senior Subordinated Notes comprising the EISs), (C) combine its
outstanding EISs into a smaller number of EISs (or shares of Class A Common
Stock or Senior Subordinated Notes comprising the EISs) or (D) issue any equity
securities by reclassification of its EISs (other than any reclassification by
way of merger or binding share exchange that is subject to
Section 6.3(b)), then the Exchange Rate in effect at the opening of
business on the day following the record date for the determination of
stockholders entitled to receive such distribution or at the opening of
business on the day following the day on which such subdivision, combination or
reclassification becomes effective, as the case may be, shall be adjusted so
that the holder of any share of Class B Common Stock thereafter surrendered for
exchange shall be entitled to receive the number of EISs (including the shares
of Class A Common Stock and Senior Subordinated Notes comprising the EISs) and
other equity securities issued by reclassification of EISs that such holder
would have owned or have been entitled to receive after the happening of any of
the events described above had such shares been exchanged immediately prior to
the record date in the case of a distribution or the effective date in the case
of a subdivision, combination or reclassification.  An adjustment made pursuant to this subparagraph (i) shall become
effective immediately after the opening of business on the day following such
record date (except as provided in Section 6.3(e)) in the case of a
distribution and shall become effective immediately after the opening of
business on the day next following the effective date in the case of a
subdivision, combination or reclassification.


 


(ii)                      If
B&G Foods shall issue after the Class B Issue Date rights, options or
warrants to all holders of EISs entitling them [(for a period expiring within
45 days after the record date for determination of stockholders entitled to
receive such rights, options or warrants)] to subscribe for or purchase EISs
(or securities convertible into or exchangeable for EISs) at a price per share
less than the Fair Market Value per share of EIS on the record date for the
determination of stockholders entitled to receive such rights, options or
warrants, then the Exchange Rate in effect at the opening of business on the
day following such record date shall be adjusted to equal the amount determined
by multiplying (I) the Exchange Rate in effect immediately prior to the opening
of business on the day following the record date fixed for such determination
by (II) a fraction, the numerator of which shall be the sum of (A) the number
of EISs outstanding on the close of business on the record date fixed for such
determination and (B) the number of additional shares of EISs offered for subscription
or purchase pursuant to such rights, options or warrants and the denominator of
which shall be the sum of (A) the number of shares of EISs outstanding on the
close of business on the record


 


11

















 


date fixed for such
determination and (B) the number of shares that the aggregate proceeds to
B&G Foods from the exercise of such rights, options or warrants for EISs
would purchase at such Fair Market Value. 
Such adjustment shall become effective immediately after the opening of
business on the day following such record date (except as provided in
Section 6.3(e)).  In determining
whether any rights, options or warrants entitle the holders of EISs to
subscribe for or purchase EISs at less than the Fair Market Value, there shall
be taken into account any consideration received by B&G Foods upon issuance
and upon exercise of such rights, options or warrants, with the value of such
consideration, if other than cash, to be determined by the Board of Directors
of B&G Foods.


 


(iii)                   If
B&G Foods shall distribute to all holders of its EISs any equity securities
of B&G Foods (other than Common Stock) or evidences of its indebtedness
[(other than Senior Subordinated Notes)] or assets (excluding cash
distributions and those rights, options and warrants referred to in and treated
under subparagraph (ii) above), then the Exchange Rate shall be adjusted so
that it shall equal the amount determined by multiplying (I) the Exchange Rate
in effect immediately prior to the close of business on the record date fixed
for the determination of stockholders entitled to receive such distribution by
(II) a fraction, the numerator of which shall be the Fair Market Value per EIS
on the record date for such determination and the denominator of which shall be
the Fair Market Value per EIS on the record date for such determination less
the then fair market value (as determined by the Board of Directors of B&G
Foods, whose determination shall be conclusive) of the portion of the equity securities,
evidences of indebtedness or assets so distributed applicable to one EIS.  Such adjustment shall become effective
immediately at the opening of business on the day following such record date
(except as provided in Section 6.3(e)). For the purposes of this
subparagraph (iii), the distribution of equity securities, evidences of
indebtedness or assets which are distributed not only to the holders of EISs on
the record date fixed for the determination of stockholders entitled to such
distribution, but also are distributed with each EIS delivered to a person
exchanging a share of Class B Common Stock at any time after such record date,
shall not require an adjustment of the Exchange Rate pursuant to this
subparagraph (iii), provided that on the date, if any, on which a person
exchanging a share of Class B Common Stock would no longer be entitled to
receive such equity securities, evidences of indebtedness or assets with an EIS
(other than as a result of the termination of all such equity securities,
evidences of indebtedness or assets), a distribution of such equity securities,
evidences of indebtedness or assets shall be deemed to have occurred, and the
Exchange Rate shall be adjusted as provided in this subparagraph (iii) (and
such day shall be deemed to be “the record date fixed for the determination of
the stockholders entitled to receive such distribution” and the “record date”
within the meaning of the two preceding sentences).


 


(iv)                  No
adjustment in the Exchange Rate shall be required unless such adjustment would
require a cumulative increase or decrease of at least [1]% in the Exchange
Rate; provided, however, that any adjustments that by reason of this
subparagraph (iv) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment until made; [and provided,
further, that any adjustment shall be required and made in accordance with the
provisions of this Section 6.3 (other than this subparagraph (iv)) not
later than such time as may be required in order to preserve the tax-free
nature of a


 


12

















 


distribution to the
holders of EISs].  Notwithstanding any
other provisions of this Section 6.3, B&G Foods shall not be required
to make any adjustment of the Exchange Rate for the issuance of any EISs (or
shares of Class A Common Stock or Senior Subordinated Notes) otherwise than to
the holders of EISs.  All calculations
under this Section 6.3 shall be made to the nearest cent (with $.005 being
rounded upward) or to the nearest one-tenth of a share (with .05 of a share
being rounded upward), as the case may be. 
[Anything in this subsection (a) to the contrary notwithstanding,
B&G Foods shall be entitled, to the extent permitted by law, to make such
increases in the Exchange Rate, in addition to those required by this
subsection (a), as it in its discretion shall determine to be advisable in
order that any share distributions, subdivision, reclassification or
combination of shares, distribution of rights, options or warrants to purchase
shares or securities, or a distribution of other assets (other than cash
distributions) hereafter made by B&G Foods to its stockholders shall not be
taxable].


 


(b)                                 Except
as otherwise provided for in Section 6.3(a)(i), if B&G Foods shall be
a party to any transaction (including, without limitation, a merger,
consolidation, statutory share exchange, tender offer for all or substantially
all of the EISs, sale or transfer of all or substantially all of B&G Foods’
assets or recapitalization of the EISs) (each of the foregoing being referred
to herein as a “Transaction”), in each case as a result of which EISs Stock
shall be converted into the right to receive shares, stock, securities or other
property (including cash or any combination thereof), B&G Foods (or its
successor in such Transaction) shall make appropriate provision so that each
share of Class B Common Stock, if not converted into the right to receive
shares, stock, securities or other property in connection with such Transaction
in accordance with the third to last sentence of this subsection (b) shall
thereafter be exchangeable into the kind and amount of shares, stock,
securities and other property (including cash or any combination thereof)
receivable upon the consummation of such Transaction by a holder of that number
of EISs into which one share of Class B Common Stock was convertible
immediately prior to such Transaction, assuming such holder of Common Stock (i)
is not a Person with which B&G Foods consolidated or into which B&G
Foods merged or which merged into B&G Foods or to which such sale or
transfer was made, as the case may be (a “Constituent Person”), or an affiliate
of a Constituent Person and (ii) failed to exercise his rights of the election,
if any, as to the kind or amount of shares, stock, securities and other
property (including cash or any combination thereof) receivable upon such
Transaction (each, a “Non-Electing Share”) (provided that if the kind and
amount of shares, stock, securities and other property (including cash or any
combination thereof) receivable upon consummation of such Transaction is not
the same for each Non-Electing Share, the kind and amount of shares, stock,
securities and other property (including cash or any combination thereof)
receivable upon such Transaction by each Non-Electing Share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
Non-Electing Shares). B&G Foods shall not be a party to any Transaction in
which any share of Class B Common Stock is converted into the right to receive
shares, stock, securities or other property (including cash or any combination
thereof) with an aggregate value (as determined by the Board of Directors in
good faith, whose determination shall be conclusive) less than that receivable
by the number of shares of EISs into which shares of Class B Common Stock were
exchangeable immediately prior to such Transaction.  B&G Foods shall not be a party to any Transaction unless the
terms of such Transaction are consistent with the provisions of this
subsection (b), and it shall not consent or agree to the occurrence of any
Transaction until B&G Foods has entered into an agreement with the
successor or purchasing entity, as the case


 


13

















 


may be, for the benefit of the holders of the Class B
Common Stock that will contain provisions enabling holders of Class B Common
Stock that remains outstanding after such Transaction to exchange their Class B
Common Stock into the consideration received by holders of EISs at the Exchange
Rate in effect immediately prior to such Transaction. The provisions of this
subsection (b) shall similarly apply to successive Transactions.


 


(c)                                  If:


 


(i)                         B&G
Foods shall declare a distribution on the EISs (including the shares of Class A
Common Stock and the Senior Subordinated Notes comprising the EISs), in the
form of EISs, [(other than cash distributions which do not constitute
extraordinary dividends)] or there shall be a reclassification, subdivision or
combination of the EISs; or


 


(ii)                      B&G
Foods shall grant to the holders of the EISs rights, options or warrants to
subscribe for or purchase EISs at less than Fair Market Value; or


 


(iii)                   B&G
Foods shall enter into a Transaction; or


 


(iv)                  there
shall occur the voluntary or involuntary liquidation, dissolution or winding up
of B&G Foods;


 


then B&G Foods
shall cause to be filed with the Transfer Agent and shall cause to be mailed to
the holders of the Class B Common Stock at their addresses as shown on the
stock transfer records of B&G Foods, as promptly as possible, but at least
15 days prior to the applicable date hereinafter specified, a notice stating
(i) the date on which a record is to be taken for the purpose of such
distribution or rights, options or warrants, or, if a record is not to be
taken, the date as of which the holders of EISs of record to be entitled to
such distribution or rights, options or warrants are to be determined or (ii)
the date on which such reclassification, subdivision, combination, Transaction
or liquidation, dissolution or winding up is expected to become effective, and
the date as of which it is expected that holders of EISs of record shall be
entitled to exchange their EIS (or shares of Class A Common Stock or Senior
Subordinated Notes comprising the EISs) for securities or other property, if
any, deliverable upon such reclassification, subdivision, combination,
Transaction or liquidation, dissolution or winding up.  Failure to give or receive such notice or any
defect therein shall not affect the legality or validity of the proceedings
described in this Section 6.3.


 


(d)                                 Whenever
the Exchange Rate is adjusted as herein provided, B&G Foods shall promptly
file with the Transfer Agent an officer’s certificate setting forth the
Exchange Rate after such adjustment and setting forth a brief statement of the
facts requiring such adjustment, which certificate shall be conclusive evidence
of the correctness of such adjustment absent manifest error.  Promptly after delivery of such certificate,
B&G Foods shall prepare a notice of such adjustment of the Exchange Rate
setting forth the adjusted Exchange Rate and the effective date such adjustment
becomes effective and shall mail such notice of such adjustment of the Exchange
Rate to the holder of each share of Class B Common Stock at such holder’s last
address as shown on the stock transfer records of B&G Foods.


 


14

















 


(e)                                  In
any case in which Section 6.3(a) provides that an adjustment shall become
effective on the day following the record date for an event, B&G Foods may
defer until the occurrence of such event (i) issuing to the holder of any share
of Class B Common Stock converted after such record date and before the
occurrence of such event the additional EISs issuable upon such conversion by
reason of the adjustment required by such event over and above the shares of
EISs issuable upon such conversion before giving effect to such adjustment and
(ii) fractionalizing any share of Class B Common Stock and/or paying to such
holder any amount of cash in lieu of any fraction pursuant to Section 6.2.


 


(f)                                    There
shall be no adjustment of the Exchange Rate in case of the issuance of any
equity securities of B&G Foods in a reorganization, acquisition or other
similar transaction except as specifically set forth in this
Section 6.3.  If any action or
transaction would require adjustment of the Exchange Rate pursuant to more than
one subsection of Section 6.3(a), only one adjustment shall be made,
and such adjustment shall be the amount of adjustment that has the highest
absolute value.


 


(g)                                 If
B&G Foods shall take any action affecting the Common Stock, other than
action described in this Section 6.3, that in the opinion of the Board of
Directors of B&G Foods would materially adversely affect the exchange
rights of the holders of the Class B Common Stock, the Exchange Rate for the
Class B Common Stock shall be adjusted, to the extent permitted by law, in such
manner, if any, and at such time, as the Board of Directors of B&G Foods,
in its sole discretion, determines to be equitable in the circumstances.]


 


6.4                                 Related
Covenants.


 


(a)                                  [If
B&G Foods shall take any action affecting the EISs, other than the action
described in this Article VI, that in the opinion of the Board of Directors
of B&G Foods would materially and adversely affect the exchange rights of
the holders of Class B Common Stock, the Exchange Rate for the Class B Common
Stock shall be adjusted, to the extent permitted by law, in such manner, if
any, and at such time, as the Board of Directors of B&G Foods, in its sole
discretion, determines to be equitable in the circumstances.]


 


(b)                                 B&G
Foods shall at all times reserve and keep available, free from preemptive
rights, out of the aggregate authorized but unissued Class A Common Stock, for
the purpose of effecting the exchange of the Class B Common Stock, the full
number of shares of Class A Common Stock deliverable upon the exchange of all
outstanding shares of Class B Common Stock not theretofore exchanged.  For purposes of this subsection (b),
the number of shares of Class A Common Stock that shall be deliverable upon the
exchange of all outstanding shares of Class B Common Stock shall be computed as
if at the time of computation all outstanding shares were held by a single
holder.


 


(c)                                  B&G
Foods covenants that any shares of Class A Common Stock issued upon the
exchange of Class B Common Stock for EISs, shall be validly issued, fully paid
and non-assessable.


 


15

















 


(d)                                 B&G
Foods shall list the EISs required to be delivered upon exchange of the Class B
Common Stock, prior to such delivery, upon each national exchange, if any, upon
which the outstanding EISs are listed at the time of such delivery.


 


(e)                                  Prior
to the delivery of the EISs (including the shares of Class A Common Stock and
the Senior Subordinated Notes comprising the EISs) that B&G Foods shall be
obligated to deliver upon the exchange of the Class B Common Stock, B&G
Foods shall comply with all federal and state laws and regulations thereunder
requiring registration of such securities with, or any approval or consent to
the delivery thereof, by any governmental authority.


 


(f)                                    [B&G
Foods shall pay any and all documentary stamp or similar issue or transfer
taxes payable in respect of the issue and delivery of EISs or other securities
or property on exchange of the Class B Common Stock pursuant hereto; provided,
however, that B&G Foods shall not be required to pay any tax that
may be payable in respect of any transfer involved in the issue or delivery of
EISs or other securities or property in a name other than that of the record
holder of the Class B Common Stock to be exchanged, and no such issue or
delivery shall be made unless and until the person requesting such issue or
delivery has paid to B&G Foods the amount of any such tax or established,
to the reasonable satisfaction of B&G Foods, that such tax has been paid.]


 


6.5                                 Certain
Defined Terms.


 


(a)                                  As
used herein the term “Current Market Price” of any EIS or equity security of
B&G Foods or any other issuer for any day shall mean the last reported
sales price, regular way, on such day, or, if no sale takes place on such day,
the average of the reported  closing bid
and asked prices on such day, regular way, in either case as reported on the
American Stock Exchange or, if such 
security is not listed or admitted for trading on the American Stock
Exchange, on the principal national securities exchange on which such security
is listed or admitted for trading or, if not listed or admitted for trading on
any national securities exchange, on The Nasdaq National Market or, if such
security is not quoted on the Nasdaq National Market, the average of the
closing bid and asked prices on such day in the over-the-counter market; provided,
however, that the Current Market Price for the Common Units.


 


(b)                                 As
used herein, the term “Exchange Date” shall mean any date on or after the 181st
day after the date of this Agreement designated by BRS or a majority of the
holders of Class B Common Stock as an Exchange Date by providing not less than
15 days written notice to B&G Foods and each of the other Stockholders; provided,
however, that (i) a date within 6 months of any previous Exchange Date
may not be designated as an Exchange Date and (ii) BRS and the holders of Class
B Common Stock may not declare an Exchange Date if the number of shares of
Class B Common Stock to be exchanged on such Exchange Date is less than the
lesser of          shares or       %
of the total number of shares of Class B Common Stock then outstanding.


 


(c)                                  As
used herein the term “Exchange Rate” shall mean
[                                      ],
as adjusted from time to time in accordance with this Article VI;


 


16

















 


(d)                                 As
used herein the term “Fair Market Value” shall mean the average of the daily
Current Market Prices per EIS during the ten consecutive Trading Days selected
by B&G Foods commencing not more than 20 Trading Days before, and ending
not later than, the earlier of the day in question and the day before the
“ex-date” with respect to the issuance or distribution requiring such
computation.  The term “ex-date,” when
used with respect to any issuance or distribution, means the first day on which
the EISs trade regular way, without the right to receive such issuance or
distribution, on the exchange or in the market, as the case may be, for
purposes of determining that day’s Current Market Price.


 


(e)                                  As
used herein, the term “Trading Day” shall mean any day on which the securities
in question are traded on the American Stock Exchange or, if such securities
are not listed or admitted for trading on the American Stock Exchange, on the
principal national securities exchange on which securities are listed or
admitted or, if not listed or admitted for trading on any national securities
exchange, on The Nasdaq National Market or, if such securities are not quoted
on The Nasdaq National Market, on the applicable securities market in which
such securities are traded.  If such
securities are not trading on any securities market, the Board of Directors of
B&G Foods shall determine which day shall be deemed the Trading Day.


 


(f)                                    As
used herein, the term “Transfer Agent” shall mean The Bank of New York or any
successor transfer agent of B&G Foods’ EISs and Class B Common Stock.


 


ARTICLE VII


 


Repurchase of Preferred
Stock, Warrants and Options


 


7.1                                 Repurchase. 
Each Stockholder hereby sells and transfers to B&G Foods, and
B&G Foods hereby purchases from the Stockholder, free and clear of all
liens, claims, security interests, pledges, charges, equities, options,
restrictions and encumbrances, all of such Stockholders’:


 


(a)                                  13%
Series A Cumulative Preferred Stock, $0.01 par value per share (the “Series A
Preferred Stock”);


 


(b)                                 13%
Series B Cumulative Preferred Stock, $0.01 par value per share (the “Series B
Preferred Stock”);


 


(c)                                  Series
C Preferred Stock, $0.01 par value per share (the “Series C Preferred Stock”);


 


(d)                                 options
(the “Options”) granted by B&G Foods for the purchase of Common Stock of
B&G Foods;


 


17

















 


(e)                                  warrants
(the “Warrants”) granted by B&G Foods for the pruchase of Common Stock of
B&G Foods.


 


The Series A Preferred Stock,
the Series B Preferred Stock, the Series C Preferred Stock, the Options and the
Warrants are referred to collectively herein as the “Repurchased Securities”.
The number of Repurchased Securities owned by each Stockholder is set forth
opposite such Stockholder's name on Exhibit C.


 


7.2           Repurchase
Price.  


 


(a)                                  The
purchase price for the Series A Preferred Stock is
$             
per share.


 


(b)           The purchase price for the Series B
Preferred Stock is
$             
per share.


 


(c)           The purchase price for the Series C
Preferred Stock is
$             
per share.


 


(d)           The purchase price for the Options is
$               
per Option less the exercise price thereof.


 


(e)           The purchase price for the Warrants
is
$             
per Warrant less the exercise price thereof.


 


The purchase price for the
Repurchased Securities shall be delivered to the Stockholders, by wire transfer
of immediately available funds, to the bank account(s) provided to B&G
Foods by such Stockholders. The purchase price for Repurchased Securities
payable to each Stockholder is set forth opposite each Stockholder's name on Exhibit
C.


 


7.3           Release
from liability.  The
Stockholders hereby release and discharge B&G Foods from any and all claims
and/or causes of action, known or unknown, arising from or relating to the
Option Agreement and the Warrant Agreement.


 


ARTICLE VIII


 


MISCELLANEOUS


 


8.1                                 Amendment
and Modification.  This Agreement
may be amended or modified, or any provision hereof may be waived, provided
that such amendment, modification or waiver is set forth in a writing executed
by (i) B&G Foods, (ii) BRS (so long as the BRS Entities own in the
aggregate at least 3% of the outstanding Common Stock on a fully diluted
basis), (iii) Canterbury (so long as the Canterbury Entities own in the
aggregate at least 3% of the outstanding Common Stock on a fully diluted
basis), (iv) the holders of a majority of the Common Stock held by the
Management Stockholders and (v) the holders of a majority of the outstanding
Common Stock on a fully diluted basis (including Common Stock owned by the BRS Entities,
but not including Common Stock held by holders not a party hereto or hereafter
made a party hereto).  Notwithstanding
the foregoing, no amendment or waiver of Sections 2.3, 3.1, 4.4, this
Section 8.1 or the Registration Rights Agreement will be effective against
any Stockholder that would be adversely affected by such amendment or waiver
unless such Stockholder consents to such amendment or waiver.  No course of dealing between or among any
persons having any interest in this Agreement will be deemed effective to
modify, amend or discharge any part of this Agreement or any rights or
obligations of any person under or by reason of this Agreement.


 


8.2                                 Survival
of Representations and Warranties. 
The representations and warranties set forth in Section 2.1 of this
Agreement will survive the execution and delivery of this Agreement, regardless
of any investigation made by a Stockholder or on its behalf.  No other representations, warranties or
covenants set forth herein shall so survive.


 


18

















 


8.3                                 Successors
and Assigns; Entire Agreement.  This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns and executors, administrators and heirs; provided, however,
that except as set forth in this Agreement, no party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement.  This Agreement (including the Registration
Rights Agreement) sets forth the entire agreement and understanding among the
parties as to the subject matter hereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature among them.


 


8.4                                 Separability.  In the event that any provision of this
Agreement or the application of any provision hereof is declared to be illegal,
invalid or otherwise unenforceable by a court of competent jurisdiction, the
remainder of this Agreement shall not be affected except to the extent
necessary to delete such illegal, invalid or unenforceable provision unless
that provision held invalid shall substantially impair the benefits of the
remaining portions of this Agreement.


 


8.5                                 Notices.  All notices provided for or permitted
hereunder shall be made in writing by hand-delivery, registered or certified
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery to the other party at the following addresses (or at such other
address as shall be given in writing by any party to the others):


 


If to B&G Foods, to:


 


B&G Foods, Inc.


Four Gatehall Drive, Suite 110


Parsippany, NJ 07054


Attention:  Robert C. Cantwell


 


with required copies to:


 


Dechert LLP


30 Rockefeller Plaza


New York, NY 10112


Attention:  Glyndwr P. Lobo,
Esq.


 


Bruckmann, Rosser, Sherrill & Co., Inc.


126 East 56th Street, 29th Floor


New York, New York 10022


Attention:  Stephen C. Sherrill


 


If to any BRS Entity, to:


 


Bruckmann, Rosser, Sherrill & Co., Inc.


126 East 56th Street, 29th Floor


New York, New York 10022


Attention:  Stephen C. Sherrill


 


19

















 


with a required copy to:


 


Dechert LLP


30 Rockefeller Plaza


New York, NY 10112


Attention:  Glyndwr P. Lobo,
Esq.


 


If to any Canterbury Entity, to:


 


Canterbury Mezzanine Capital II, L.P.


600 Fifth Avenue, 23rd Floor


New York, NY 10020


Attention:  Patrick N.W. Turner


 


with a required copy to:


 


Cravath, Swaine & Moore


Worldwide Plaza


825 Eighth Avenue


New York, NY 10019


Attention:  Mayme Greer, Esq.


 


If to any CIT Entity, to:


 


The CIT Group/Equity Investments, Inc.


650 CIT Drive


Livingston, NJ 07039


Attention:  Colby W. Collier


 


with a required copy to:


 


Schulte Roth & Zabel LLP


900 Third Avenue


New York, NY 10022


Attention:  Ele Klein, Esq.


 


If to the Management Stockholders or any of them, to their addresses as
listed in the books of B&G Foods or the relevant Subsidiary.


 


All such notices shall be deemed to have been duly given: when
delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next business
day, if timely delivered to an air courier guaranteeing overnight delivery.


 


8.6                                 Governing
Law.  The validity, performance,
construction and effect of this Agreement shall be governed by and construed in
accordance with the internal law of New York,


 


20

















 


without giving effect to principles of conflicts of
law, except to the extent that Delaware law shall be mandatorily applicable.


 


8.7                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or effect.  Unless otherwise specified,
section references herein refer to sections of this Agreement and
schedules and exhibits refer to schedules and exhibits attached hereto.


 


8.8                                 Counterparts.  This Agreement may be executed in two or
more counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original, and all of which
taken together shall constitute one and the same instrument.


 


8.9                                 Further
Assurances.  Each party shall
cooperate and take such action as may be reasonably requested by another party
in order to carry out the provisions and purposes of this Agreement and the
transactions contemplated hereby.


 


8.10                           Remedies.  In the event of a breach or a threatened
breach by any party to this Agreement of its obligations under this Agreement,
any party injured or to be injured by such breach, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this
Agreement.  The parties agree that the
provisions of this Agreement shall be specifically enforceable, it being agreed
by the parties that the remedy at law, including monetary damages, for breach
of such provision will be inadequate compensation for any loss and that any
defense in any action for specific performance that a remedy at law would be
adequate is waived.


 


8.11                           Party No Longer Owning Securities.  If a party hereto ceases to own any
Securities, such party will no longer be deemed to be a Stockholder or
Management Stockholder for purposes of this Agreement.


 


8.12                           No Effect on Employment.  Nothing herein contained shall confer on any
Management Stockholder the right to remain in the employ of B&G Foods or
any of the Subsidiaries or their Affiliates.


 


8.13                           Pronouns. 
Whenever the context may require, any pronouns used herein shall be
deemed also to include the corresponding neuter, masculine or feminine forms.


 


21

















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


 


	
   

  	
  B&G FOODS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Robert Cantwell

  
	
   

  	
   

  	
  Title:  Executive Vice
  President Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRUCKMANN, ROSSER, SHERRILL & CO., L.P.

  
	
   

  	
  By:

  	
  BRS Partners, Limited Partnership, the general partner

  
	
   

  	
   

  	
  By:

  	
  BRSE Associates, Inc., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen C. Sherrill

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANTERBURY MEZZANINE CAPITAL II, L.P.

  
	
   

  	
  By:

  	
  Canterbury Capital II, LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CIT GROUP/EQUITY INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
								



 


 


[Signature Pages to the Second
Amended and Restated Securities Holders Agreement]


 

















 


	
   

  	
  BRS STOCKHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Bruce C. Bruckmann

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Harold O. Rosser II

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Stephen C. Sherrill

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Donald Bruckmann

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Thomas J. Baldwin

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  H. Virgil Sherrill

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Nancy Zweng

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paul D. Kaminski

  	
   

  
				



 


 


[Signature Pages to the Second
Amended and Restated Securities Holders Agreement]


 

















 


	
   

  	
   

  	
   

  
	
   

  	
  Polly Bruckmann

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Elizabeth McShane

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Beverly Place

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BCB PARTNERSHIP

  	
   

  
	
   

  	
  By:  Bruce C. Bruckmann,
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Bruce C. Bruckmann

  
	
   

  	
   

  	
  Title:  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NAZ PARTNERSHIP

  
	
   

  	
  By:  Nancy Zweng, General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


[Signature Pages to the Second
Amended and Restated Securities Holders Agreement]


 

















 


	
   

  	
  MERRILL LYNCH, PIERCE, FENNER

  & SMITH INCORPORATED, CUSTODIAN FBO

  
	
   

  	
  PAUL D. KAMINSKI IRA

  
	
   

  	
  By:

  	
  Paul D. Kaminski

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  * By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Stephen C. Sherrill

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Attorney-in-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANAGEMENT STOCKHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Leonard S. Polaner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  David L. Wenner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  David Burke

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert C. Cantwell

  
									



 


 


[Signature Pages to the Second
Amended and Restated Securities Holders Agreement]


 

















 


	
   

  	
   

  	
   

  
	
   

  	
  James Brown

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Albert Soricelli

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Alfred Poe

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  William F. Callahan, III

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Sumner Kaufman

  
				



 


 


[Signature Pages to the Second
Amended and Restated Securities Holders Agreement]


 

















 


EXHIBIT A


 


[To be provided.]


 


A-1

















 


EXHIBIT B


 


REGISTRATION RIGHTS AGREEMENT


 


ARTICLE
I


 


DEFINITIONS


 


1.1                                 Definitions
.  The following terms, as used
herein, shall have the following meanings:


 


“Agreement”
means the Second Amended and Restated Securities Holders Agreement to which
this Registration Rights Agreement is an Exhibit.


 


“Board” means
the board of directors of B&G Foods.


 


“BRS Demand
Transferee” means any third party to whom any BRS Entity assigns registration
rights in accordance with Section 2.11 hereof.


 


“Canterbury
Demand Transferee” means any third party to whom any Canterbury Entity assigns
registration rights in accordance with Section 2.11 hereof.


 


“CIT Demand
Transferee” means any third party to whom any CIT Entity assigns registration
rights in accordance with Section 2.11 hereof.


 


“Demand
Registration” means a registration under the Securities Act made at the request
of any of the BRS Entities or BRS Demand Transferees, and a registration on
Form S-2 or Form S-3 (or any successor form(s) under the Securities Act) under
the Securities Act made at the request of any of the Canterbury Entities, the
CIT Entities or their respective Demand Transferees in accordance with Section
2.2 hereof.


 


“Demand
Transferee” means any of the BRS Demand Transferees, the Canterbury Demand
Transferees or the CIT Demand Transferees.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Holders” has
the meaning given to such term in Section 2.1(a) hereof.


 


“Maximum
Offering Size” has the meaning given to such term in Section 2.1(b) hereof.


 


“Person” means
an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.


 


“Public
Offering” means an underwritten public offering of Securities pursuant to an
effective registration statement under the Securities Act.


 

















 


“Registrable
Securities” means  (i) any EISs, shares
of Class A Common Stock and Senior Subordinated Notes issued or issuable to or
otherwise acquired by any BRS Entity, Canterbury Entity, CIT Entity or
Management Stockholders upon the exchange of their Class B Common Stock in
accordance with Section 6.1 of the Agreement and (ii) any EISs, shares of Class
A Common Stock and Senior Subordinated Notes issued or issuable with respect to
the securities referred to in clause (i) above by way of a stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization, in any case until (x) a
registration statement covering such EISs, shares of Class A Common Stock and
Senior Subordinated Notes has been declared effective by the SEC and such
securities have been disposed of pursuant to such effective registration
statement, (y) such securities have been sold under circumstances in which all
of the applicable conditions of Rule 144 (or any similar provisions then in
force) under the Securities Act have been met, or such securities may be sold
pursuant to Rule 144(k) or (z) such securities have been otherwise transferred,
B&G Foods has delivered a new certificate or other evidence of ownership
for such securities not bearing the legend set forth in Section 2.2 of the
Agreement (or other legend of similar import) and such securities may be resold
without subsequent registration under the Securities Act.


 


“Registration
Expenses” means (i) all registration and filing fees, (ii) fees and expenses
relating to compliance with securities or blue sky laws (including reasonable
fees and disbursements of counsel in connection with blue sky qualifications of
the securities registered), (iii) printing expenses, (iv) internal expenses of
B&G Foods (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), (v) reasonable
fees and disbursements of counsel for B&G Foods and customary fees and
expenses for independent certified public accountants retained by B&G Foods
(including the expenses of any comfort letters or costs associated with the
delivery by independent certified public accountants of a comfort letter or
comfort letters requested pursuant to Section 2.4(h) hereof), (vi) reasonable
fees and expenses of any special experts retained by B&G Foods in
connection with such registration, (vii) reasonable fees and expenses of one
counsel for the BRS Entities and BRS Demand Transferees participating in the
offering selected by the BRS Entities and BRS Demand Transferees and reasonably
acceptable to B&G Foods, (viii) reasonable fees and expenses of one counsel
for the Canterbury Entities, CIT Entities and their respective Demand
Transferees participating in the offering selected by the Canterbury Entities,
CIT Entities and their respective Demand Transferees and reasonably acceptable to
B&G Foods, (ix) fees and expenses in connection with any review of
underwriting arrangements by the National Association of Securities Dealers,
Inc. (the “NASD”), including fees and expenses of any “qualified independent
underwriter” and (x) fees and disbursements of underwriters customarily paid by
issuers or sellers of securities (but not including any underwriting fees,
discounts or commissions attributable to the sale of Registrable Securities, or
any out-of-pocket expenses (except as set forth in clauses (vii) and (viii)
above) of the Shareholders (or the agents who manage their accounts) or any
fees and expenses of underwriter's counsel).


 


“Registration
Securities” has the meaning given to such term in Section 2.1(a).


 


“SEC” means
the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


2

















 


“Selling
Shareholder” means any BRS Entity, Canterbury Entity, CIT Entity or Demand
Transferee who makes a request pursuant to Section 2.2 hereof that B&G
Foods effect a Demand Registration.


 


“Shareholder”
means each Person (other than B&G Foods) who is a party to the Agreement,
whether in connection with the execution and delivery hereof as of the date
hereof or otherwise in accordance herewith, so long as such Person shall
beneficially own any Registrable Securities or have the irrevocable right to
acquire Registrable Securities.  The
term “Shareholder,” to the extent such Shareholder has transferred any of its,
his or her Registrable Securities to transferees in accordance with Section
2.11 hereof, shall mean such Shareholder and such transferees, taken together,
and any right or action that may be exercised or taken at the election of such
Shareholder may be exercised or taken at the election of such Shareholder and
such transferees.


 


Unless
otherwise defined in this Exhibit, all terms used in this Exhibit shall have
the meanings ascribed to them in the Agreement.


 


ARTICLE
II


 


REGISTRATION
RIGHTS


 


2.1                                 Incidental
Registration .  (a)  If B&G Foods proposes to register any of
its EISs (or shares of Class A Common Stock or Senior Subordinated Notes
comprising the EISs) under the Securities Act (other than a registration (i) on
Form S-8 or S-4 or any successor or similar forms or (ii) relating to EISs,
Class A Common Stock or Senior Subordinated Notes issuable upon exercise of
employee stock options or in connection with any employee benefit or similar
plan of B&G Foods), B&G Foods shall each such time, subject to the
provisions of Section 2.1(b) hereof, give prompt written notice at least
concurrently with the initial filing date of the registration statement
relating to such registration to each Shareholder, which notice shall set forth
such Shareholder's rights under this Section 2.1 and shall offer all such
Shareholders the opportunity to include in such registration statement such
amount of Registrable Securities as such Shareholders shall request (each, an
“Incidental Registration” and the Shareholders requesting an Incidental
Registration, the “Relevant Shareholders”). 
Upon the written request of any Relevant Shareholder made within 15 days
after the receipt of notice from B&G Foods (which request shall specify the
amount and kinds of Registrable Securities intended to be disposed of by such
Relevant Shareholders), B&G Foods will use its best efforts to effect the
registration under the Securities Act of all such Registration Securities which
B&G Foods has been so requested to register by such Relevant Shareholders,
to the extent required to permit the disposition of such Registration
Securities to be so registered; provided
that (y) if such registration involves a Public Offering, all Relevant
Shareholders must sell their Registration Securities to the underwriters selected
as provided in Section 2.4(f) on the same terms and conditions as applicable to
B&G Foods and (z) if, at any time after giving written notice of its
intention to register any Class B Common Stock pursuant to this Section 2.1(a)
and prior to the effective date of the registration statement filed in
connection with such registration, B&G Foods shall determine for any reason
not to register such Class B Common Stock, B&G Foods shall give written
notice thereof to all such Relevant Shareholders and, thereupon, shall be
relieved of its obligation to register any Registration Securities in
connection with such registration. 
B&G


 


3

















 


Foods
will pay all Registration Expenses in connection with each registration of Registration
Securities requested to be registered pursuant to this Section 2.1 and Section
2.2.  All Shareholders properly
requesting registration of Registrable Securities under this Section 2.1 are
referred to as “Holders” and all Registrable Securities sought to be registered
by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury
Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are
referred to as “Registration Securities.”


 


(b)                                 If
a registration pursuant to this Section 2.1 involves a Public Offering (other
than in the case of a Public Offering pursuant to a Demand Registration, in
which case the provisions with respect to priority of inclusion in such
offering set forth in Section 2.2(c) shall apply) and the managing
underwriter(s) shall advise B&G Foods that, in its view, the amount of
securities which B&G Foods and the Relevant Shareholders intend to include
in such registration will exceed the amount which can be sold in such Public
Offering (the “Maximum Offering Size”), B&G Foods shall include in such
registration, up to the Maximum Offering Size, so many of the securities
proposed to be registered by B&G Foods as would not cause the offering to
exceed the Maximum Offering Size allocated in the following orders of
priority:  (i) first, all of the shares
of Common Stock that B&G Foods proposes to sell for its own account and
(ii) second, the Registration Securities requested to be included in such
Incidental Registration by the Holders; provided that if all the
Registration Securities requested to be included in such Incidental
Registration by the Holders are not to be included, selection of Registration
Securities to be included shall be made pro rata based on the number of
Registration Securities that each Holder shall have requested to be included
therein.


 


2.2                                 Demand
Registration.


 


(a)                                  At
any time after the date of the Agreement, a BRS Entity or a BRS Demand
Transferee or, if registration on Form S-2 or Form S-3 (or any successor
form(s) under the Securities Act) shall be available to B&G Foods, a
Canterbury Entity, a CIT Entity, a Canterbury Demand Transferee or a CIT Demand
Transferee may make a written request for registration with the SEC under and
in accordance with the provisions of the Securities Act of all or part of its,
his or her Registrable Securities; provided, that B&G Foods may, if
the Board so determines in the exercise of its reasonable judgment that it
would be inadvisable to effect such Demand Registration at such time, defer
such Demand Registration for a single period not to exceed 180 days.


 


(b)                                 BRS
Entities, Canterbury Entities and CIT Entities (including each of their
respective Demand Transferees) shall each be entitled to two (2) Demand
Registrations.


 


(c)                                  If
a Demand Registration involves a Public Offering and the managing
underwriter(s) shall advise B&G Foods that, in its view, the amount of
securities proposed to be sold in such Demand Registration will exceed the
Maximum Offering Size, B&G Foods shall include in such registration, up to
the Maximum Offering Size, so many of the securities proposed to be registered
as would not cause the offering to exceed the Maximum Offering Size allocated
in the following orders of priority: 
(i) first, the Registrable Securities requested to be included in such
Demand Registration by the Selling Shareholder(s), (ii) second, the Registrable
Securities requested to be included in such Demand Registration by the
Shareholders other than the Selling Shareholder(s) and (iii) any Common Stock
proposed to be registered by B&G


 


4

















 


Foods; provided
that (y) if all the Registrable Securities requested to be included in such
Demand Registration by members of any group set forth above are not to be
included, selection of Registrable Securities to be included from within such
group shall be made pro rata based on the number of Registrable Securities that
each member of such group shall have requested to be included therein, and (z)
if any Shareholder has requested inclusion in such Demand Registration and if
10% or more of the Registrable Securities requested to be included by such
Shareholder are not so included, such Shareholder shall be entitled to an
additional Demand Registration hereunder on the same terms and conditions as
would have applied to such Shareholder had such earlier Demand Registration not
been effected.


 


2.3                                 Holdback
Agreements .  If any registration of
Registration Securities shall be in connection with a Public Offering, each
Shareholder and B&G Foods agree not to effect any public sale or
distribution, including, without limitation, any sale pursuant to Rule 144, or
any successor provision, under the Securities Act, of any securities of the
same kind as the Registration Securities and not to effect any such public sale
or distribution of any other security convertible into or exchangeable or
exercisable for any such securities of B&G Foods (in each case, other than
as part of such Public Offering) during the 10 days prior to the effective date
of such registration statement (except as part of such registration) or during
the period after such effective date that shall be required by the managing
underwriter(s) (but not to exceed 180 days). 
B&G Foods agrees that it will use its best efforts to require a
similar commitment from future holders of its securities.


 


2.4                                 Registration
Procedures .  Whenever any
Shareholder requests that any Registration Securities be registered pursuant to
Section 2.1 or 2.2 hereof, B&G Foods will, subject to the provisions of
such Sections, use its best efforts to effect the registration and the sale of
such Registration Securities in accordance with the intended method of
disposition thereof as quickly as practicable and in connection with any such
request:


 


(a)                                  B&G
Foods will as expeditiously as possible prepare and file with the SEC a
registration statement on any form for which B&G Foods then qualifies or
which counsel for B&G Foods shall deem appropriate and which form shall be
available for the sale of the Registration Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and
use its best efforts to cause such filed registration statement to become and
remain effective and usable for a period of not less than 270 days (or such
shorter period in which all of the Registration Securities of the Shareholders
included in such registration statement shall have actually been sold
thereunder), subject to proviso (z) of Section 2.1(a).


 


(b)                                 B&G
Foods will, if requested, prior to filing a registration statement or
prospectus or any amendment or supplement thereto, furnish to each Shareholder
that is participating in a registration hereunder and each underwriter, if any,
of the securities covered by such registration statement copies of such
registration statement as proposed to be filed, and thereafter B&G Foods
will furnish to each such Shareholder and underwriter, if any, such number of
copies of such registration statement, each amendment and supplement thereto
(in each case including all exhibits thereto and documents incorporated by
reference therein), the prospectus included in such registration statement
(including each preliminary prospectus and all amendments and supplements
thereto) and such other documents as each such Shareholder or


 


5

















 


underwriter,
if any, may reasonably request in order to facilitate the proposed sale or
disposition of the Registration Securities owned by each such Shareholder which
are covered by such registration statement. 
B&G Foods hereby consents to the use of the prospectus, including
each preliminary prospectus, each as referred to in the immediately preceding
sentence, by each such Shareholder and each underwriter, if any, of the
Registration Securities covered by such registration statement, in connection
with the offering and sale of such securities covered by such prospectus or
preliminary prospectus.


 


(c)                                  After
the filing of the registration statement, B&G Foods will (i) prepare and
file with the SEC such amendments and post-effective amendments to the
registration statement as may be necessary to keep such registration statement
effective and usable for the period set forth in Section 2.4(a), (ii) cause the
related prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act, (iii) comply with the provisions of the Securities Act with respect to the
disposition of all Registration Securities covered by such registration
statement during the applicable period in accordance with the intended methods
of disposition by the sellers thereof set forth in such registration statement
or supplement to such prospectus and (iv) promptly notify each Shareholder
holding Registration Securities covered by such registration statement of any
stop order issued or threatened by the SEC or any state securities commission
under state blue sky laws and take all reasonable actions required to prevent
the entry of such stop order or to remove it if entered.


 


(d)                                 B&G
Foods will use its best efforts to (i) register or qualify the Registration
Securities covered by such registration statement under such other securities
or blue sky laws of such jurisdictions in the United States as any Shareholder
holding such Registration Securities reasonably (in light of such Shareholder's
intended plan of distribution) requests and (ii) cause such Registration
Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
operations of B&G Foods and do any and all other acts and things that may
be reasonably necessary or advisable to enable such Shareholder to consummate
the disposition of such Registration Securities owned by such Shareholder; provided that B&G Foods will not be
required to (A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph 2.4(d), (B)
subject itself to taxation in any such jurisdiction or (C) consent to general
service of process in any such jurisdiction.


 


(e)                                  B&G
Foods will immediately notify each Shareholder holding such Registration
Securities, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registration Securities, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading and promptly prepare and make available to each such
Shareholder any such supplement or amendment.


 


(f)                                    In
the event of a Public Offering, B&G Foods may, subject to its other
contractual obligations, select in its sole discretion, an underwriter or
underwriters and legal


 


6

















 


counsel
as it may deem appropriate.  B&G
Foods will enter into customary agreements (including an underwriting agreement
in customary form) and take such other actions as are reasonably necessary in
order to expedite or facilitate the disposition of such Registration
Securities, including, without limitation, the engagement of a “qualified
independent underwriter” in connection with the qualification of the
underwriting arrangements with the NASD, maintaining a current marketmaking prospectus
and conducting customary “road show” presentations.


 


(g)                                 B&G
Foods shall make available for inspection by any Shareholder and any
underwriter participating in any disposition pursuant to a registration
statement being filed by B&G Foods pursuant to this Section 2.4 and any
attorney, accountant or other professional retained by any such Shareholder or
underwriter (collectively, the “Inspectors”), all financial and other records,
pertinent corporate documents and properties of B&G Foods (collectively,
the “Records”) as shall be reasonably requested by any such Inspector, and
cause B&G Foods' officers, directors and employees to supply all
information reasonably requested by any Inspectors in connection with such
registration statement; provided
that Records which B&G Foods determines, in good faith, to be confidential
and which B&G Foods notifies the Inspectors as being confidential shall not
be disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such registration
statement, (ii) the release of such Records is ordered pursuant to a subpoena
or other order from a court of or agency with competent jurisdiction or (iii)
such Records have previously been generally made available to the public.


 


(h)                                 B&G
Foods will obtain and furnish to each such Shareholder and to each such
underwriter, if any, a signed counterpart of (i) an opinion or opinions of
counsel to B&G Foods and (ii) a comfort letter or comfort letters from
B&G Foods' independent public accountants, each in customary form and
covering such matters of the type customarily covered by opinions or comfort
letters, as the case may be, as holders of a majority of the aggregate amount
of Registration Securities or the managing underwriter therefor reasonably
requests.


 


(i)                                     B&G
Foods shall use its best efforts to effect the listing of the Registration
Securities on each securities exchange, if any, on which such Registration
Securities are then listed or will be listed in connection with the
registration of the Registration Securities, to the extent the Registration
Securities satisfy the applicable listing requirements of such exchanges.


 


(j)                                     B&G
Foods shall use its best efforts to comply with all applicable rules and
regulations of the SEC and the relevant state blue sky commissions, and make
available to its securityholders, as soon as reasonably practicable, an
earnings statement covering a period of 12 months, beginning within three
months after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 promulgated thereunder.


 


B&G Foods
may require each such Shareholder to promptly furnish in writing to B&G
Foods such information regarding the distribution of the Registration
Securities as B&G Foods may from time to time reasonably request and such
other information as may be legally required in connection with such
registration.


 


7

















 


Each such Shareholder agrees that, upon receipt of any notice from
B&G Foods of the happening of any event of the kind described in Section
2.4(e) hereof, such Shareholder will forthwith discontinue disposition of
Registration Securities pursuant to the registration statement covering such
Registration Securities until such Shareholder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.4(e) hereof, and,
if so directed by B&G Foods, such Shareholder will deliver to B&G Foods
all copies, other than any permanent file copies then in such Shareholder's
possession, of the most recent prospectus covering such Registration Securities
at the time of receipt of such notice. 
In the event that B&G Foods shall give such notice, B&G Foods
shall extend the period during which such registration statement shall be
maintained effective (including the period referred to in Section 2.4(a)
hereof) by the number of days during the period from and including the date of
the giving of notice pursuant to Section 2.4(e) hereof to the date when B&G
Foods shall make available to such Holder a prospectus supplemented or amended
to conform with the requirements of Section 2.4(e) hereof.


 


2.5                                 Indemnification
by B&G Foods   B&G Foods
agrees to indemnify and hold harmless each Shareholder, each Person, if any,
who controls such Shareholder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and the respective officers,
directors, partners, employees, representatives and agents of each Shareholder
and each controlling Person, to the fullest extent lawful, from and against any
and all losses, claims, damages, liabilities, judgments, actions and expenses
(including, without limitation and as incurred, reimbursement of all costs of
investigating, preparing, pursuing and defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the fees and expenses of counsel to any such indemnified
Person) (collectively, “Losses”) directly or indirectly caused by or arising
out of any untrue statement or alleged untrue statement of a material fact
contained in any registration statement (or any amendment thereto) or
prospectus relating to such Shareholder's Registration Securities (as amended
or supplemented if B&G Foods shall have furnished any amendments or
supplements thereto) or any preliminary prospectus or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of the prospectus or any
preliminary prospectus, in light of the circumstances under which they were
made) not misleading, except insofar as such Losses are caused by any such
untrue statement or omission or alleged untrue statement or omission that is
made in reliance upon and in conformity with information furnished in writing
to B&G Foods by such Shareholder or on such Shareholder's behalf expressly
for use therein; provided that
with respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus, or in any prospectus, as the case
may be, the indemnity agreement contained in this paragraph shall not apply to
the extent that any such Losses results from the fact that a current copy of
the prospectus (or amended or supplemented prospectus, as the case may be) was
not sent or given to the Person asserting any such Losses at or prior to the
written confirmation of the sale of the Registration Securities concerned to
such Person if it is determined that B&G Foods has provided such prospectus
(or amended or supplemented prospectus, as the case may be) and it was the
responsibility of such Shareholder to provide such Person with a current copy
of the prospectus (or amended or supplemented prospectus, as the case may be)
and such current copy of the prospectus (or amended or supplemented prospectus,
as the case may be) would have completely cured the defect giving rise to such
Losses.  B&G Foods also agrees to
indemnify any underwriters of the Registration Securities, their officers and


 


8

















 


directors
and each Person who controls such underwriters on substantially the same basis
as that of the indemnification of the Shareholders provided in this Section
2.5.


 


2.6                                 Indemnification
by Participating Shareholders . 
Each Shareholder holding Registration Securities included in any
registration statement agrees, severally but not jointly, to indemnify and hold
harmless B&G Foods, each Person, if any, who controls B&G Foods within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act and the respective officers, directors, partners, employees,
representatives and agents of B&G Foods and each controlling Person to the
same extent as the foregoing indemnity from B&G Foods to such Shareholder,
but only (a) with respect to information furnished in writing by such
Shareholder or on such Shareholder's behalf expressly for use in any
registration statement or prospectus relating to such Registration Securities,
or any amendment or supplement thereto, or any preliminary prospectus or (b) to
the extent that any Losses described in Section 2.5 results from the fact that
a current copy of the prospectus (or amended or supplemented prospectus, as the
case may be) provided by B&G Foods was not sent or given to the Person
asserting any such Losses at or prior to the written confirmation of the sale
of the Registration Securities concerned to such Person if it is determined
that it was the responsibility of such Shareholder to provide such Person with
a current copy of the prospectus (or amended or supplemented prospectus, as the
case may be) and such current copy of the prospectus (or amended or
supplemented prospectus, as the case may be) would have completely cured the
defect giving rise to such Losses.  Each
such Shareholder also agrees to indemnify and hold harmless any underwriters of
the Registration Securities, their officers and directors and each Person who
controls such underwriters on substantially the same basis as that of the
indemnification of B&G Foods provided in this Section 2.6.


 


2.7                                 Conduct
of Indemnification Proceedings .  In
case any proceeding (including, without limitation, any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to this Article II, such Person (an “Indemnified Party”) shall
promptly notify the Person against whom such indemnity may be sought (the
“Indemnifying Party”) in writing and the Indemnifying Party shall assume the
defense thereof, including, without limitation, the employment of counsel
reasonably satisfactory to such Indemnified Party, and shall assume the payment
of all fees and expenses related thereto; provided
that the failure of any Indemnified Party to so notify the Indemnifying Party
shall not relieve the Indemnifying Party of any obligations hereunder except to
the extent that the Indemnifying Party is prejudiced by such failure to notify.  In any such proceeding, each Indemnified
Party shall have the right to retain its, his or her own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
unless (a) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (b) in the reasonable judgment of
such Indemnified Party representation of both parties by the same counsel would
be inappropriate due to an actual or potential conflict of interest between them.  The Indemnifying Party shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) at any time for all such Indemnified
Parties, unless in the reasonable judgment of any Indemnified Party a conflict
of interest may exist between such Indemnified Party and any other of such
Indemnified Parties with respect to such proceeding, and all such fees and
expenses shall be reimbursed as they are incurred.  In the case of any such separate firm(s) for the Indemnified
Parties, such firm(s) shall be designated in


 


9

















 


writing
by the Indemnified Parties.  The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent, or if
consent is withheld and there shall be a final judgment for the plaintiff, the
Indemnifying Party shall indemnify and hold harmless such Indemnified Parties
from and against any Losses (to the extent stated above) by reason of such
settlement or judgment.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out
of such proceeding.


 


2.8                                 Contribution
.  If the indemnification provided
for in this Article II is unavailable to the Indemnified Parties in respect of
any Losses referred to herein, then each such Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses (a) as between
B&G Foods and the Shareholders holding Registration Securities covered by a
registration statement, on the one hand, and the underwriters, if any, on the
other hand, in such proportion as is appropriate to reflect the relative
benefits received by B&G Foods and such Shareholders, on the one hand, and
the underwriters, if any, on the other hand, from the offering of the
Registration Securities, or if such allocation is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits but also the relative fault of B&G Foods and such Shareholders, on
the one hand, and of such underwriters, if any, on the other hand, in
connection with the statements or omissions which resulted in such Losses, as
well as any other relevant equitable considerations and (b) as between B&G
Foods, on the one hand, and each such Shareholder, on the other hand, in such
proportion as is appropriate to reflect the relative fault of B&G Foods and
of each such Shareholder in connection with such statements or omissions, as
well as any other relevant equitable considerations.  The relative benefits received by B&G Foods and such
Shareholders, on the one hand, and such underwriters, if any, on the other
hand, shall be deemed to be in the same proportion as the aggregate proceeds
from the offering (net of underwriting discounts and commissions but before
deducting expenses) received by B&G Foods and such Shareholders bear to the
aggregate underwriting discounts and commissions received by such underwriters,
in each case as set forth in the table on the cover page of the prospectus.  The relative fault of B&G Foods and such
Shareholders, on the one hand, and of such underwriters, if any, on the other
hand, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
B&G Foods and such Shareholders or by such underwriters.  The relative fault of B&G Foods, on the
one hand, and of each such Shareholder, on the other hand, shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by such party, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


B&G Foods
and the Shareholders agree that it would not be just and equitable if
contribution pursuant to this Section 2.8 were determined by pro rata allocation (even if the
underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to in the immediately


 


10

















 


preceding paragraph.  The amount paid or payable by an Indemnified
Party as a result of the Losses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this
Section 2.8, no underwriter shall be required to contribute, or shall be liable
under any other provision of this Article II for, any amount in excess of the
amount by which the aggregate price at which the Registration Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, and no Shareholder shall be required to
contribute, or shall be liable under any other provision of this Article II
for, any amount in excess of the amount by which the aggregate price at which
the Registration Securities of such Shareholder were offered to the public
exceeds the amount of any damages which such Shareholder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  Each such Shareholder's obligation to contribute pursuant to this
Section 2.8 is several in the proportion that the proceeds of the offering
received by such Shareholder bears to the aggregate proceeds of the offering
received by all such Shareholders and not joint.


 


2.9                                 Participation
in Public Offering .  No Person may
participate in any Public Offering hereunder unless such Person (a) agrees to
sell such Person's securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires,
powers-of-attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements and the
provisions of the Agreement in respect of registration rights.


 


2.10                           Other
Indemnification .  Indemnification
similar to that specified herein (with appropriate modifications) shall be
given by B&G Foods and each Shareholder participating therein with respect
to any required registration or other qualification of securities under any
federal or state law or regulation or governmental authority other than the
Securities Act.


 


2.11                           Transfer
of Registration Rights .  In
connection with any transfer of Registrable Securities by the Shareholders to
any third party (which transfer must be in compliance with the Securities Act
and the Agreement), the Shareholders may assign any registration rights to
which they are entitled hereunder, provided that such third party agrees to be
bound by all of the terms and conditions of the Agreement.  It is understood and agreed that B&G
Foods will be under no obligation to effect a registration of Registrable
Securities held by such third party except and to the extent such third party
requests in notices provided by it to B&G Foods in accordance with Section
2.1 or 2.2.


 


11

















 


EXHIBIT C


 


[To be provided.]


 


C-1