Exhibit
10.3


 


EXECUTION COPY


 


SECOND AMENDED AND RESTATED

SECURITIES HOLDERS AGREEMENT


 


dated as of October 14, 2004




among


 


B&G FOODS HOLDINGS CORP.


 


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


 


CANTERBURY MEZZANINE CAPITAL II, L.P.,


 


PROTOSTAR EQUITY PARTNERS, L.P.


 


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.

  	
  Lock-Up
  Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  2.8.

  	
  Reliance

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  OTHER COVENANTS AND REPRESENTATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
  CLASS B COMMON STOCK REPURCHASES

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Class
  B Common Stock Repurchases

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  REGISTRATION RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  AMENDMENT AND RESTATEMENT; REPURCHASE OF PREFERRED STOCK, CLASS B
  COMMON STOCK, WARRANTS AND OPTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1.

  	
  Amendment and Restatement of Existing Securities Holders Agreement;
  Approvals of Initial Public Offering Transactions

  	
   

  
	
   

  	
   

  	
   

  
	
  7.2.

  	
  Repurchase Upon Initial Public Offering

  	
   

  
	
   

  	
   

  	
   

  
	
  7.3.

  	
  Repurchase Upon Exercise of the
  Over-Allotment Option

  	
   

  
	
   

  	
   

  	
   

  
	
  7.4.

  	
  Repurchase
  Price

  	
   

  



 


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  7.5.

  	
  Adjustments
  Upon Partial Exercise of Over-Allotment Option

  	
   

  
	
   

  	
   

  	
   

  
	
  7.6.

  	
  Payment
  of the Purchase Price

  	
   

  
	
   

  	
   

  	
   

  
	
  7.7.

  	
  Exercise
  of Remaining Existing Warrants Following IPO and Expiration of Over-Allotment
  Option

  	
   

  
	
   

  	
   

  	
   

  
	
  7.6.

  	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
  8.11.

  	
  Party
  No Longer Owning Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  8.12.

  	
  No
  Effect on Employment

  	
   

  
	
   

  	
   

  	
   

  
	
  8.13.

  	
  Pronouns

  	
   

  



 


ii






















 


SECOND AMENDED AND RESTATED SECURITIES
HOLDERS AGREEMENT


 


SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of
October 14, 2004 (the “Agreement”), by and among (1) 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) PROTOSTAR EQUITY PARTNERS, L.P., a
Delaware limited partnership, as successor in interest to The CIT Group/Equity
Investments, Inc. (“Protostar” and, together with its Permitted Transferees,
the “Protostar 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 Protostar 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 effective upon consummation of the Initial
Public Offering (as defined below).


 


B.                                     Prior
to the Initial Public Offering each of the BRS Entities is the record owner of
(i) the number of shares of Common Stock, par value $.01 per share (the
“Existing Common Stock”), of B&G Foods set forth opposite its name on Exhibit
A hereto, (ii) the number of shares of 13% Series A Cumulative Preferred
Stock, par value $.01 per share (the “Series A Preferred Stock”), of B&G
Foods set forth opposite its name on Exhibit A hereto, (iii) the number
of shares of 13% Series B Cumulative Preferred Stock, par value $.01 per share
(the “Series B Preferred Stock”), of B&G Foods set forth opposite its name
on Exhibit A hereto, (iv) the number of shares of Series C Senior
Preferred Stock, par value $.01 per share (the “Series C Preferred Stock”), of
B&G Foods set forth opposite its name on Exhibit A hereto and (v)
the number of warrants to purchase shares of Common Stock (the “Existing
Warrants”) of B&G Foods set forth opposite its name on Exhibit A
hereto.


 


C.                                     Canterbury
is the record owner of (i) the number of shares of Series C Preferred Stock of
B&G Foods set forth opposite its name on Exhibit A hereto and (ii)
the number of Existing Warrants of B&G Foods set forth opposite its name on
Exhibit A hereto.


 


D.                                    Protostar
is the record owner of (i) the number of shares of Series C Preferred Stock of
B&G Foods set forth opposite its name on Exhibit A hereto and (ii)
the number of Warrants of B&G Foods set forth opposite its name on Exhibit
A hereto.


 






















 


E.                                      Each
of the Management Stockholders is the record owner of (i) the number of shares
of Existing Common Stock of B&G Foods set forth opposite his or her name on
Exhibit A hereto, (ii) the number of shares of Series A Preferred Stock
of Holdings Corp. set forth opposite his or her name on Exhibit A hereto
and (iii) the number of stock options to purchase shares of Existing Common
Stock (the “Existing Options”) of Holdings Corp. set forth opposite his or her
name on Exhibit A hereto.


 


F.                                      B&G
Foods desires to conduct an initial public offering (the “Initial Public
Offering”) of Enhanced Income Securities (“EISs”), each initially representing
one share of B&G Foods Class A Common Stock, par value $0.01 per share (the
“Class A Common Stock”) and $7.15 aggregate principal amount of B&G Foods’
Senior Subordinated Notes (the “Senior Subordinated Notes”) pursuant to a
registration statement on Form S-1 (the “EIS Registration Statement”) filed
under the Securities Act of 1933, as amended (the “Securities Act”).


 


G.                                     Immediately
prior to the Initial Public Offering, B&G Foods, Inc. will be merged with
and into B&G Foods Holdings Corp., the sole asset of which is the capital
stock of B&G Foods, Inc. (the “Merger”). 
Concurrently with the Merger, B&G Foods Holdings Corp. will be
renamed B&G Foods, Inc. (the “Name Change”).


 


H.                                    At
the effective time of the Merger (the “Effective Time”), each share of B&G
Foods’ Existing Common Stock issued and outstanding immediately prior to the
Effective Time, will be automatically reclassified as and converted (the
“Reclassification and Conversion”) into 109.8901 shares of B&G Foods’ Class
B Common Stock, par value $0.01 per share (“Class B Common Stock”).  Any stock certificate that, immediately
prior to the Effective Time, represented shares of the Existing Common Stock
will, from and after the Effective Time, automatically and without the
necessity of presenting the same for exchange, represent the number of shares
of Class B Common Stock as equals the product obtained by multiplying the
number of shares of Existing Common Stock represented by such certificate
immediately prior to the Effective Time by 109.8901.  In lieu of any fractional shares to which the holders of the
Existing Common Stock would otherwise be entitled upon conversion, B&G
Foods shall pay cash equal to such fraction multiplied by the fair market value
(as determined by the Board Directors of B&G Foods) of one share of Class B
Common Stock.


 


I.                                         Upon
completion of the Initial Public Offering, B&G Foods shall subject to the
terms and conditions set forth in this Agreement repurchase from the
Stockholders Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Class B Common Stock, Existing Options and Existing Warrants
as set forth in Article VII, and, following the expiration of the
Over-Allotment Option (as defined below), any Existing Warrants not so
repurchased will be exercised by the holders thereof for shares of Class B
Common Stock.


 


J.                                        Pursuant
to an underwriting agreement to be entered into among B&G Foods and the
underwriters of the Initial Public Offering (collectively, the “Underwriters”),
B&G Foods will grant to the Underwriters an option to purchase additional
EISs (the “Over-Allotment Option”).  If
the Underwriters exercise their Over-Allotment Option, B&G Foods will
repurchase a portion of the remaining Existing Warrants and shares of Class B
Common Stock held by the Stockholders.


 


2






















 


K.                                    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, (ix) William
Underwood Company, a Massachusetts business trust, and (x) 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, the Existing Warrants and any
options to purchase shares of Class B Common Stock (“Class B Options”) held by
any Stockholder after the date of consummation of the Initial Public Offering,
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 (other than EISs, shares
of Class A Common Stock and Senior Subordinated Notes) issued in connection
with any merger, consolidation, stock dividend, stock distribution, 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.  As used herein, the
term “Existing Securities” shall mean collectively the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Existing
Common Stock, the Existing Options and the Existing Warrants.


 


L.                                      The
Stockholders and B&G Foods wish to set forth, among other things, certain
agreements regarding their future relationships and their rights and
obligations with respect to the Securities.


 


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 in accordance
with Section 7.1 hereof 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.


 


3






















 


(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 of consummation of the Initial Public Offering (after giving effect
to the Initial Public Offering and the repurchase of the securities of B&G
Foods as set forth in Section 7.2 hereof, the authorized capital stock of
B&G Foods will consist of (i) 125,000,000 shares of Common Stock,
consisting of 100,000,000 shares of Class A Common Stock and 25,000,000 shares
of Class B Common Stock, of which 17,391,305 shares of Class A Common Stock, or
if the Over-Allotment Option (as defined below) is exercised in full 20,000,000
shares of Class A Common Stock, and 12,787,781 shares of Class B Common Stock
and warrants to purchase shares of Class B Common Stock, or if the
Over-Allotment Option is exercised in full 7,556,446 shares of Class B Common
Stock, will be issued and outstanding and (ii) 1,000,000 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
will be issued and outstanding.  Except
(i) as provided in this Agreement (including, without limitation, in Article
VII or in the foregoing sentence), (ii) as set forth in the terms of the
capital stock of B&G Foods or (iii) as described the EIS Registration
Statement, as of the date of consummation of the Initial Public Offering (x)
there will be 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 B hereto.


 


4






















 


(c)                                  Such
Stockholder will not effect a Transfer (as hereinafter defined) of any
Securities or 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)                                 Upon
the effectiveness of this Agreement in accordance with Section 7.1(a) hereof,
such Stockholder hereby waives any preemptive rights or registration rights,
including any rights relating to the failure to receive advance notice in
connection with any such rights, that such Stockholder may have had under the
Existing Securities Holders Agreement, and any such preemptive rights,
registration rights or rights in connection therewith under the Existing
Securities Holders Agreement are no longer of any force or effect.


 


(e)                                  The
number of Existing Securities owned by such Stockholder (prior to giving effect
to the Reclassification and Conversion) is set forth opposite such
Stockholder’s name on Exhibit A. 
Such Stockholder has good, valid and marketable title to the Existing
Securities 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 Existing Securities.


 


(g)                                 Such
Stockholder has received a copy of the EIS Registration Statement, 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, including certificates issued upon
any voluntary or involuntary transfer of such Securities, unless such transfer
is pursuant to a registered public offering of the Securities, or the
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


 


5






















 


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 Protostar Entity:


 


(a)                                  Each
Management Stockholder, BRS Entity, Canterbury Entity and Protostar Entity is
prohibited from Transferring any of his or its Securities except in the
following circumstances: (i) to Permitted Transferees (as hereinafter defined),
(ii) beginning on the day after the expiration of the Lock-Up Period (as
defined in Section 2.7 hereof), to third parties in private sales exempt from
or not subject to the registration requirements of the Securities Act, and
(iii) 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, including, without limitation, the
representations, warrants and covenants contained in Section 2.6 hereof; 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 Protostar 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, Protostar 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
(including, without limitation, the representations, warranties and covenants
contained in Section 2.6 hereof) 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 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


 


6






















 


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
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 Protostar Entity, (A) any other Protostar Entity or
(B) any Affiliate of any Protostar Entity.


 


7






















 


(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 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, under certain
circumstances, to pay dividends on the 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. 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) issued or
distributed to such Stockholder in connection with EISs previously acquired by
such Stockholder or (ii) purchased or acquired in the form of EISs.  Each Stockholder agrees that from time to
time as requested by B&G Foods such Stockholder will provide a written
certificate to B&G Foods certifying compliance with this Section 2.6.


 


2.7.                              Lock-Up Agreements.   Each Stockholder agrees that it will enter into a lock-up
agreement with the Underwriters as described in the EIS Registration Statement
and substantially in the form provided to such Stockholder prior to the date
hereof (each, a “Lock-Up Agreement”) whereby such Stockholder will agree not to
directly or indirectly, offer, sell or otherwise dispose of any EISs or shares
of Class A Common Stock or Class B Common Stock, Senior Subordinated Notes or
any securities which may be converted into or exchanged or exercised for such
securities for a period of 180 days (or up to 215 days if extended in
accordance with the terms thereof) from the date of the prospectus included in
the EIS Registration Statement (the “Lock-Up Period”).


 


2.8.                              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.


 


8






















 


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
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 exclusive right to elect two


 


9






















 


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, 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.


 


10






















 


(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 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


 


CLASS B COMMON STOCK REPURCHASES


 


5.1.                              Class B Common Stock Repurchases


 


(a)                                  Following
the consummation of the Initial Public Offering, B&G Foods and the holders
of Class B Common Stock may enter into an agreement pursuant to which B&G
Foods shall agree to repurchase all or a portion of the shares of Class B
Common Stock from the holders of such shares,
provided, however,
that (i) until the second anniversary of the date of consummation of the
Initial Public Offering, shares of Class B Common Stock may not be repurchased
by B&G Foods unless after giving effect to such repurchase, the total
number of shares of Class B Common Stock outstanding would be equal to or
greater than 3,144,998 shares on a fully diluted basis, and (ii) B&G Foods
shall not effect a repurchase of any shares of Class B Common Stock so long as
an Event of Default as defined in the Indenture (for the Senior Subordinated
Notes), dated as of the date of the Initial Public Offering, between B&G
Foods and The Bank of New York, as Trustee, as amended, supplemented or
otherwise modified from time to time or an Event of Default as defined in the
Indenture (for B&G Foods’ Senior Notes), dated as of the date of the
Initial Public Offering, between B&G Foods and The Bank of New York, as
Trustee, as amended, supplemented or otherwise modified from time to time has
occurred and is continuing or would be caused thereby.


 


Notwithstanding anything in this Article V to the contrary and except
as set forth in Section 7.3 of this Agreement, no Stockholder shall have any
right to compel B&G Foods to purchase such Stockholder’s Class B Common
Stock and, subject to Section 2.2(e) of the Registration Rights Agreement,
B&G Foods shall not have any right to compel a Stockholder to sell such
Stockholder’s Class B Common Stock to B&G Foods.


 


(b)                                 In
the event that B&G Foods and a holder of shares of Class B Common Stock
agree that B&G Foods shall repurchase all or a portion of such
Stockholder’s shares of Class B Common Stock, the purchase price per share of
Class B Common Stock (the “Repurchase Price”) shall be equal to the last
reported sales price of a share of Class A Common Stock, regular way, on the
business day prior to the date of the sale agreement, or, if no sale


 


11






















 


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 shares of Class A Common
Stock are not listed or admitted for trading on the American Stock Exchange, on
the principal national securities exchange on which shares of Class A Common
Stock are 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 shares of Class A Common Stock are 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, or, in the event that shares of Class A Common Stock
are not traded in the over-the-counter market, the fair value as determined by
an independent appraisal firm selected by the Board of Directors of B&G
Foods.  The Repurchase Price shall be
paid by delivery to the Stockholder of immediately available funds or other
form of consideration as set forth in the applicable repurchase agreement
against delivery of certificates or other instruments representing the shares
of Class B Common Stock so repurchased, appropriately endorsed or executed by
such Stockholder.


 


ARTICLE VI


 


REGISTRATION RIGHTS


 


The Stockholders shall have registration rights with respect to the
Class B Common Stock as set forth in the Registration Rights Agreement attached
hereto as Exhibit C (the “Registration Rights Agreement”).  Each of the Stockholders agrees not to
effect any public sale or public distribution of any securities of B&G
Foods 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
VII


 


AMENDMENT AND RESTATEMENT; REPURCHASE OF
PREFERRED STOCK, CLASS B COMMON STOCK, WARRANTS AND OPTIONS


 


7.1.                              Amendment and Restatement of
Existing Securities Holders Agreement; Approvals of Initial Public Offering
Transactions.


 


(a)                                  Each
party hereto agrees that, upon completion of the Initial Public Offering, (i)
the Existing Securities Holders Agreement shall be amended and restated and
replaced in its entirety with this Agreement and (ii) the terms of the Existing
Securities Holders Agreement and the Registration Rights Agreement (as defined
in the Existing Securities Holders Agreement) shall cease to be of any effect.


 


(b)                                 Each
Stockholder consents and agrees to take all action necessary for the completion
of the Initial Public Offering and the related transactions, and consents to
B&G Foods entering into the Underwriting Agreement and the transactions
contemplated thereby and by this Agreement.


 


(c)                                  Each
party hereto consents to the Merger and the Name Change and to the amendment
and restatement of the certificate of incorporation of B&G Foods and to


 


12






















 


the amendment and restatement of the bylaws
of B&G Foods, substantially in the forms attached as Annex 1 and 2 to Exhibit
D hereto.  Each Stockholder hereby
consents to the adoption of the resolutions attached hereto as Exhibit D,
in accordance with Section 228 of the Delaware General Corporation Law, and
hereby consents to the taking of the actions referred to in such resolutions
and agrees that such actions and resolutions shall have the same force and
effect as though duly taken and adopted at a meeting of the stockholders of the
Company duly called and legally held.


 


7.2.                              Repurchase Upon Initial Public Offering.  Upon consummation of the Initial Public
Offering (the “Initial Repurchase Date”), each Stockholder hereby sells,
transfers and assigns to B&G Foods, and B&G Foods hereby purchases from
such Stockholder, free and clear of all liens, claims, security interests, pledges,
charges, equities, options, restrictions and encumbrances:


 


(a)                                  all
of such Stockholders’ shares of Series A Preferred Stock as set forth opposite
such Stockholder’s name in the second column of Exhibit E-1 hereto;


 


(b)                                 all
of such Stockholders’ shares of Series B Preferred Stock as set forth opposite
such Stockholder’s name in the second column of Exhibit E-2 hereto;


 


(c)                                  all
of such Stockholder’ shares of Series C Preferred Stock as set forth opposite
such Stockholder’s name in the second column of Exhibit E-3 hereto;


 


(d)                                 the
number of shares of Class B Common Stock set forth opposite such Stockholder’s
name in the third column of Exhibit E-5 hereto;


 


(e)                                  all
of such Stockholders’ Existing Options (as adjusted following the
Reclassification and Conversion) as set forth opposite such Stockholder’s name
in the second column of Exhibit E-6 hereto;


 


(f)                                    the
number of Existing Warrants (as adjusted following the Reclassification and
Conversion) set forth opposite such Stockholder’s name in the third column of Exhibit
E-4 hereto;


 


The calculations set forth in the above referenced Exhibits reflect
that (i) the holders of Series A Preferred Stock are selling such securities on
the Initial Repurchase Date at a discount to the principal amount thereof plus
all accrued and unpaid dividends thereon and (ii) the number of Existing
Warrants and shares of Class B Common Stock sold on the Initial Repurchase Date
reflects a reallocation of the proportionate interests of the Stockholders in
the Existing Warrants and Class B Common Stock outstanding after the Initial
Repurchase Date to compensate the holders of Series A Preferred Stock in full
for the discount referred to in clause (i) above.


 


7.3.                              Repurchase Upon Exercise of the
Over-Allotment Option.


 


(a)                                  Upon
exercise by the Underwriters of the Over-Allotment Option in full, each
Stockholder hereby sells, transfers and assigns to B&G Foods, and B&G
Foods hereby purchases from such Stockholder, free and clear of all liens,
claims, security interests,


 


13






















 


pledges, charges, equities, options,
restrictions and encumbrances the number of shares of Class B Common Stock and
Existing Warrants set forth opposite such Stockholder’s name in the third
column of Exhibit F-2 and in the third column of Exhibit F-1
hereto, respectively hereto.


 


(b)                                 Upon
any partial exercise of the Over-Allotment Option, each Stockholder hereby
sells, transfers and assigns to B&G Foods, and B&G Foods hereby
purchases from such Stockholder, free and clear of all liens, claims, security
interests, pledges, charges, equities, options, restrictions and encumbrances,
to the extent of proceeds from any such partial exercise and in the following
order of priority (i) first, to the extent of the discount referred to
in clause (i) of the final paragraph of Section 7.2 above, such number of
shares of Class B Common Stock and Existing Warrants held by any Stockholder
who sold shares of Series A Preferred Stock on the Initial Repurchase Date
proportionate to such Stockholder’s interest in such shares of Series A
Preferred Stock and (ii) second, such number of shares of Class B Common
Stock and Existing Warrants that remain outstanding in accordance with the
proportionate interests set forth in Exhibits F-1 and F-2, adjusted
to reflect the repurchases pursuant to clause (i) above.


 


7.4.                              Repurchase Price.  In consideration for the shares of Series A Preferred Stock,
shares of Series B Preferred Stock, shares of Series C Preferred Stock, shares
of Class B Common Stock, Existing Options and Existing Warrants, as applicable,
repurchased from the Stockholders, B&G Foods shall pay each Stockholder the
dollar amounts set forth opposite such Stockholder’s name under Exhibits E-1
to E-6 and Exhibits F-1, F-2 and G, respectively, as
applicable, copies of which are attached hereto.  For accounting and tax purposes, these payments shall be
allocated by the Company and the Stockholders as set forth on Exhibit H-1, if
the Over-Allotment Option expires without having been exercised, and as set
forth on Exhibit H-2, if the Over-Allotment Option is exercised in full. 


 


7.5.                              Adjustments Upon Partial Exercise of
Over-Allotment Option.  Appropriate
and equitable adjustments (taking into account any preferences such
Stockholders may have in accordance with Sections 7.2 and 7.3(b) hereof) shall
be made in respect of any partial exercise of the Over-Allotment Option.


 


7.6.                              Payment of the Purchase Price.  The purchase price for the Existing
Securities shall be delivered to the Stockholders promptly following the
Initial Repurchase Date or any subsequent repurchase date, by wire transfer of
immediately available funds, to the bank account(s) provided to B&G Foods
by such Stockholders or by check.


 


7.7.                              Exercise of Remaining Existing Warrants Following
IPO and Expiration of Over-Allotment Option.


 


(a)                                  Each
Stockholder hereby agrees that the balance of any Existing Warrants (as
adjusted following the Reclassification and Conversion) held by such
Stockholder following the Initial Public Offering and the expiration of the
Over-Allotment Option that have not been repurchased in accordance with Section
7.2 or Section 7.3 hereof, shall be exercised by such Stockholder in accordance
with the procedures set forth in the warrant agreements entered into by such Stockholders
in connection with the Existing Warrants, and such Stockholder shall receive in
accordance with the terms of the Existing Warrants (as adjusted following the
Reclassification and Conversion) the applicable number of shares of Class B
Common Stock


 


14






















 


following such deemed exercise upon payment
by such Stockholder of the exercise price therefor as set forth under the terms
of the Existing Warrants (as adjusted following the Reclassification and Conversion).


 


(b)                                 Upon
such exercise, no fractional portion of a share of Class B Common Stock shall
be issued upon exercise of such Existing Warrants.  Instead of any fraction of a share of Class B Common Stock that
would otherwise be deliverable upon the exercise of Existing Warrants, B&G
Foods shall pay to the holder of such Existing Warrant an amount in cash in
respect of such fractional interest based upon the value of one share of Class
B Common Stock being equal to the per Initial Class B Repurchase Price.


 


7.8.                              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 Existing Securities, the Existing
Securities Holders Agreement, the Registration Rights Agreement and the option
agreements and the warrant agreements entered into by such Stockholders in
connection with the Existing Options and Existing Warrants, with respect to any
Existing Securities repurchased by B&G Foods in accordance with this
Article VII.


 


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 Class B 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
Class B Common Stock on a fully diluted basis), (iv) the holders of a majority
of the Class B Common Stock held by the Management Stockholders and (v) the
holders of a majority of the outstanding Class B Common Stock on a fully
diluted basis (including Class B Common Stock owned by the BRS Entities, but
not including Class B 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 or 4.4, Article V, VI or VII, 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.


 


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


 


15






















 


respective successors and permitted assigns
and executors, administrators and heirs; provided,
however, no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement, except to a Permitted Transferee in connection with a Transfer to
such Permitted Transferee or as otherwise set forth in 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 Holdings Corp.

(and, following the Merger, 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.


 


and (prior to the Initial Public Offering)


 


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


 


16






















 


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:  Nicholas B. Dunphy


 


with a required copy to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154-0037


Attention:  Stan Johnson


 


If to any Protostar Entity, to:


 


Protostar Equity Partners, L.P.


c/o Protostar Partners, LLC


13-15 West 54th Street, Fourth Floor


New York, NY 10019


Attention:  Joseph Haviv


 


with required copies to:


 


Ropes & Gray LLP


One International Place


Boston, MA 02110


Attention:  Alison T. Bomberg,
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, without giving effect to principles of conflicts of law, except
to the extent that Delaware law shall be mandatorily applicable.


 


17






















 


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 Existing
Securities or 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.


 


18






















 


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


 


	
   

  	
  B&G FOODS HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  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:

  
	
   

  	
   

  
	
   

  	
  PROTOSTAR EQUITY PARTNERS, L.P.

  
	
   

  	
  By:

  	
  Protostar Equity Advisors, LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  *

  	
   

  
	
   

  	
  Polly Bruckmann for Estate of Donald Bruckmann

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Thomas J. Baldwin

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  *

  	
   

  
	
   

  	
  H. Virgil Sherrill

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  *

  	
   

  
	
   

  	
  Nancy Zweng

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  *

  	
   

  
	
   

  	
  Paul D. Kaminski

  	
   

  



 






















 


	
   

  	
  *

  	
   

  	 

	
   

  	
  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:

  	
   

  	 

						



 






















 


	
   

  	
  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

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  James Brown

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Albert Soricelli

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Alfred Poe

  	
   

  	 

							



 






















 


	
   

  	
   

  	
   

  
	
   

  	
  William F. Callahan, III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Sumner Kaufman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Marvin Schwinder

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Greg Theile

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lou Sommer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Michael Malone

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  William Wright

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gaylord Sledge

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  James DePrima

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  James Buoye

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Rodger Graham

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cynthia Wojcik

  	
   

  



 






















 


	
   

  	
  EMERIL’S FOOD OF LOVE PRODCUTIONS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
  WILLIAM MORRIS AGENCY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 






















 


EXHIBIT C


 


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.


 


“Protostar Demand Transferee” means any third party to whom any
Protostar 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, Canterbury Entities,
Protostar 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 Protostar 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 shares of Class B Common
Stock issued or issuable to or otherwise acquired by any BRS Entity, Canterbury
Entity, Protostar Entity or Management Stockholders and (ii) any Class B Common
Stock issued or issuable with respect to 


 


C-1






















 


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
shares of Class B Common Stock 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, Protostar
Entities and their respective Demand Transferees participating in the offering
selected by the Canterbury Entities, Protostar 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.


 


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


 


C-2






















 


“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 of execution 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,
after the Demand Rights Effective Date (as defined below), B&G Foods
proposes to register any of its Class A Common Stock or 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 EISs, Class A Common Stock or Senior
Subordinated Notes 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 EISs, Class A
Common Stock or Senior Subordinated Notes, 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 Foods will pay all Registration Expenses


 


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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 Protostar 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 EISs and Class A Common Stock and Senior Subordinated Notes 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 earliest of:  (i) the
five-year anniversary of the consummation of the Initial Public Offering (the
“IPO Date”), (ii) the date upon which at least 10% of the Company’s shares of
Class A Common Stock issued in the Initial Public Offering are held separately
and not in the form of EISs so that a separate trading market in the Class A
Common Stock has developed and has subsisted for at least 180 days, as
evidenced by the listing of the Class A Common Stock on the American Stock
Exchange, any other national stock exchange or Nasdaq or any other national
quotation system, provided that at least one year has elapsed since the IPO
Date; and (iii) any earlier date, provided that the Company first confirms that
the exercise of the registration rights will not adversely affect the Company’s
treatment of the EISs and the Senior Subordinated Notes separate from the EISs
for financial reporting purposes (the “Demand Rights Effective Date”), a BRS
Entity or a BRS Demand Transferee, a Canterbury Entity, a Protostar Entity, a
Canterbury Demand Transferee or a Protostar 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 Protostar Entities (including each of their
respective Demand Transferees) shall each be entitled to two (2) Demand
Registrations per year following the Demand Rights Effective Date, provided
that no such Demand Registration request shall be made within 6 months of any
Incidental Registration or Demand Registration.  A


 


C-4






















 


Demand Registration request by
a Shareholder will not count as the use by such Shareholder of his, her or its
Demand Registration request unless and until the requested Demand Registration
has become effective under the Securities Act, and unless such Shareholder
shall have been able to register and sell at least 75% of the Registrable
Securities initially requested to be registered by it pursuant hereto; provided
further, however, that in any event, B&G Foods will pay all Registration
Expenses in connection with any Demand Registration initiated by such
Shareholder whether or not it has become effective.


 


(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) third, any EISs,
Class A Common Stock, Class B Common Stock or Senior Subordinated Notes
proposed to be registered by B&G 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.


 


(e)                                  B&G
Foods shall have the right to preempt the exercise of a Demand Registration by
offering to repurchase the shares of Class B Common Stock sought to be
registered for the per share fair market value of such Class B Common Stock
determined in accordance with Section 5.1 of the Agreement.


 


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.  In connection with any
registration of any Registrable Securities under the Securities Act pursuant to
Section 2.1 or 2.2 hereof, B&G Foods


 


C-5






















 


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)                                  in
the case of a registration pursuant to Section 2.1 or 2.2, 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 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


 


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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 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.


 


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(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.


 


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,


 


C-8






















 


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
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


 


C-9






















 


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 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


 


C-10






















 


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 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.


 


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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.


 


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