Contribution and Exchange Agreement


 EXHIBIT 10.8 
  
 CONTRIBUTION AND EXCHANGE AGREEMENT 
  
 This Contribution and Exchange Agreement, dated as of November 23, 2004 (the “Agreement”), is entered into
by and among the institutional stockholders listed on Schedule I hereto (the “Stockholders”) and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”). 
  
 R E C I T A L S 
  
 WHEREAS, pursuant to the Amended and Restated Certificate of Incorporation of
the Company, the Company is authorized to issue 2,200,000 shares of capital stock, which consists of (i) 1,200,000 shares of common stock, par value $0.01 per share (“Common Stock”), and (ii) 1,000,000 shares of Preferred Stock, of
which (a) 816,750 shares have been designated as Series A Preferred Stock, par value $0.01 per share (“Series A Preferred”) and (b) 99 shares have been designated as Series B Preferred Stock, par value $0.01 per share
(“Series B Preferred” and, together with the Series A Preferred, the “Preferred Stock”); 
  
 WHEREAS, the Stockholders are the owners of the number of shares of Common Stock, Series A Preferred and Series B Preferred set forth opposite such
Stockholders’ names on Schedule II hereto (collectively, the “Shares”), representing all of the Shares owned by the Stockholders; 
  

WHEREAS, the Stockholders desire to contribute to the Company, and the Company desires to accept from the Stockholders, the Shares owned by them as a
contribution to capital (the “Contribution”), in exchange (the “Exchange”) for the issuance to the Stockholders of the number of shares of Common Stock set forth opposite such Stockholder’s name on Schedule
III hereto (collectively, the “New Shares”); and 
  
 WHEREAS, contemporaneously with the transactions contemplated by this Agreement, the Company shall (i) amend and restate the Company’s certificate of incorporation, among other things, to increase the number of authorized shares of
Common Stock and create a new series of preferred stock (the “Series I Preferred Stock”), (ii) issue 1,048,091 shares of Common Stock and 150 shares of Series I Preferred Stock to Dairy Farmers of America Inc. (“DFA”) pursuant to
that certain Asset Purchase Agreement, dated as of the date hereof, between the Company and DFA (the “New Equity Investment”), (iv) exchange all of the Preferred Stock and Common Stock owned by a certain management stockholder in
exchange for the issuance of new shares of Common Stock (the “Management Repurchase”); 
  
 NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows: 






 ARTICLE I. 
 CONTRIBUTION AND EXCHANGE 
  
 Section 1.1. Contribution. Effective as of the date hereof, each of the Stockholders hereby contributes, transfers, assigns and conveys to the Company all right, title and interest in and to all of the Shares owned by such
Stockholder, which Shares are set forth opposite such Stockholder’s name on Schedule II hereto, together with any and all rights, privileges, benefits, obligations and liabilities appertaining thereto, reserving unto such Stockholder no
rights or interests therein whatsoever, to have and to hold the same unto the Company and its heirs, legal representatives, successors and assigns, from and after the date hereof to its own proper use forever. Each Stockholder shall deliver all
stock powers and other instruments of transfer necessary to effect the Contribution. 
  
 Section 1.2. Acceptance of Contribution. The Company hereby accepts the Contribution of the Shares pursuant to Section 1.1 above. 
  
 Section 1.3. Exchange. In consideration of the Contribution by the Stockholders, effective as of the date
hereof, in exchange for the Shares the Company shall issue to the Stockholders the number of New Shares set forth opposite such Stockholder’s name on Schedule III hereto. At anytime after the date hereof and at the request of the
Stockholder, the Company shall issue to such Stockholder certificates registered in the Stockholder’s name representing the number of New Shares set forth opposite such Stockholder’s name on Schedule III hereto. 
  
 Section 1.4. Termination of Warrants. The Company and each of
the Stockholders hereby agree that all warrants to purchase shares of Common Stock owned by such Stockholders are hereby terminated and shall be of no further force and effect. 
  
 Section 1.5. Power of Attorney. Each Stockholder hereby constitutes and appoints the Company, its successors
and assigns, as the Stockholder’s true and lawful attorney-in-fact, with full power of substitution, in the name of the Company or in the name of the Stockholder, to execute, deliver, file and/or record such documents, agreements and
instruments as shall be necessary or appropriate to effect the Contributions pursuant to this Article I. The foregoing powers are coupled with an interest and shall be irrevocable. 
  
 ARTICLE II. 
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
  
 The Company represents and warrants to each of the Stockholders as follows: 
  
 Section 2.1. Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 
  
 Section 2.2. Authority. The Company has all requisite corporate
power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby, including, without limitation, the issuance and delivery of the New Shares to the Stockholders in accordance with the terms of
this Agreement. No other corporate action is 
  

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 necessary to authorize such execution, delivery and performance other than corporate actions already taken, and upon such
execution and delivery, this Agreement shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be (i) limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditor’s rights, or (ii) subject to general principles of equity. 
  
 Section 2.3. Outstanding Capital Stock of the Company. Immediately prior to the consummation of the transactions contemplated by the
Agreement and consummation of the New Equity Investment and the Management Repurchase, the issued and outstanding capital stock of the Company in the amounts held beneficially and of record is as set forth on Schedule IV hereto. Immediately
following consummation of the transactions contemplated by this Agreement and consummation of the New Equity Investment, and the Management Repurchase, the issued and outstanding capital stock of the Company in the amounts held beneficially and of
record shall be as set forth on Schedule V hereto. 
  
 Section 2.4. Issuance of Shares. The New Shares to be issued by the Company pursuant to this Agreement, when issued in accordance with the provisions hereof, will be validly issued by the Company, fully paid and nonassessable
shares of the Company, and, no stockholder of the Company has, or will have, any preemptive rights to subscribe for any such New Shares other than rights which have been waived. 
  
 Section 2.5. Consents; Conflicts. Except with respect to filings made in connection with exemptions from
registration under state or federal securities laws, the creation, authorization, issuance, offer and sale of the New Shares do not require any consent, approval or authorization of, or filing, registration or qualification with, any Person or
governmental authority on the part of the Company or the vote, consent or approval in any manner of the holders of any security of the Company as a condition to the execution and delivery of this Agreement or the creation, authorization, issuance,
offer and sale of the New Shares. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder will not violate (i) the terms and conditions of the Restated Certificate of Incorporation
or the Bylaws of the Company, or any agreement or instrument to which the Company is a party or by which it is bound or (ii) subject to the accuracy of the Stockholders’ representations and warranties contained herein, including,
without limitation, the representations and warranties contained in Section 3.3 hereof, any federal or state law. 
  
 ARTICLE III. 
 REPRESENTATIONS AND
WARRANTIES OF THE STOCKHOLDERS 
  
 Each of the Stockholders,
severally and not jointly, represents and warrants to the Company as follows: 
  
 Section 3.1. Title to Securities. The Stockholder is the owner and holder of the respective number of shares of Common Stock and Preferred Stock set forth opposite such Stockholder’s name on
Schedule II hereto and has good and valid title to such Common Stock and Preferred Stock, free and clear of all liens, security interests, claims, charges, equities, pledges, options and encumbrances of any kind. 
  

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 Section 3.2. Authority. The Stockholder has full right, power and authority to contribute,
transfer, assign and convey to the Company the full legal and beneficial ownership in the Shares to be surrendered by such Stockholder pursuant to this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly
and validly executed and delivered by the Stockholder and is a legal, valid and binding obligation of such Stockholder enforceable in accordance with its terms, except as enforceability may be (i) limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditor’s rights, or (ii) subject to general principles of equity. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance with any of
the provisions hereof will (a) result in any conflict with, breach of, or default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any agreement or other instrument or
obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s properties or assets may be bound, or (b) violate any order, writ, injunction, judgment, decree, law, statute, rule or regulation
applicable to such Stockholder or any of such Stockholder’s properties or assets. No action, consent or approval by, or filing with, any Federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any
other regulatory or self-regulatory body, is required in connection with the execution and delivery by the Stockholder of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby. 
  
 Section 3.3. Accredited Investor. 
  
 (a) Offering Exemption. Each Stockholder acknowledges that the New
Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), nor registered or qualified under any state securities laws, and that they are being offered and sold pursuant to an exemption from
such registration and qualification based in part upon such Stockholder’s representations contained herein. 
  
 (b) Knowledge of Offer. Each Stockholder is familiar with the business and operations of the Company and has been given the opportunity to obtain
from the Company all information that such Stockholder has requested regarding its business plans and prospects. 
  
 (c) Knowledge and Experience; Ability to Bear Economic Risks. Each Stockholder has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement, and is able to bear the economic risk of this investment in the Company (including a complete loss of the value of the New Shares). 

 
 (d) Limitations on Disposition. Each Stockholder recognizes that no
public market exists for the New Shares, and none may exist in the future. Each Stockholder acknowledges that it must bear the economic risk of this investment indefinitely unless such Stockholder’s New Shares are registered pursuant to the
Securities Act, or an exemption from such registration is available, and unless the disposition of such New Shares is qualified or registered under applicable state securities laws or an exemption from such qualification or registration is
available, and that the Company has no present intention of so registering the New Shares. Each Stockholder acknowledges that there is no assurance that any exemption from the 
  

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 Securities Act will be available, or, if available, that such exemption will allow such Stockholder to transfer any or
all of the New Shares, in the amounts, or at the times such Stockholder might propose. Each Stockholder acknowledges that at the present time Rule 144 promulgated under the Securities Act by the Securities and Exchange Commission is not applicable
to sales of the New Shares. 
  
 (e) Accredited Investor.
Each Stockholder is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act. 
  
 Section 3.4. Capacity. The Stockholder has full power and legal right to execute and deliver this Agreement and to perform such
Stockholder’s obligations hereunder. 
  
 ARTICLE IV.

 COVENANTS OF THE PARTIES 
  
 Section 4.1. Further Assurances. Each Stockholder will execute and deliver, or cause to be executed and delivered, such additional or
further transfers, assignments, endorsements and other instruments as the Company may reasonably request for the purpose of effectively carrying out the transfer of the Shares and the other transactions contemplated by this Agreement. 
  
 ARTICLE V. 
 MISCELLANEOUS PROVISIONS 
  
 Section 5.1. Notices. All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by overnight courier or by registered mail or certified mail,
postage prepaid: 
  
 (a) if to the Stockholders, at the address
or facsimile number listed on Schedule I hereto, or at such other address or facsimile number as may have been furnished to the Company and the other Stockholders in writing, with a copy to Willkie Farr & Gallagher LLP, 787 Seventh
Avenue, New York, NY 10019 (facsimile: (212) 728-9222), Attention: Steven J. Gartner, Esq.; 
  
 (b) if to the Company, at 735 Taylor Road, Suite 200, Gahanna, OH 43230 (facsimile: (614) 501-4299), marked for attention of Chief Executive Officer, or at such other address or facsimile as the Company may have
furnished in writing to each of the Stockholders. 
  
 Any notice so addressed
shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery, if a business day and delivered during regular business hours, otherwise the first business day thereafter; if mailed by courier, on the first business day
following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. 
  
 Section 5.2. Amendments. The terms, provisions and conditions of this Agreement may not be changed, modified or amended in any manner except
by an instrument in writing duly executed by the Company and each of the Stockholders. 
  

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 Section 5.3. Assignment; Parties in Interest. 
  
 (a) Assignment. Neither this Agreement nor any of the rights, duties,
or obligations of any party hereunder may be assigned or delegated by any party hereto except with the prior written consent of the Company and each of the Stockholders. 
  
 (b) Parties in Interest. This Agreement shall not confer any rights or remedies upon any Person other than the
parties hereto and their respective permitted successors and assigns. 
  
 Section 5.4. Expenses. All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses. The Company shall pay
any liabilities (including interest and penalties) with respect to, or resulting from any delay or failure, in paying, stamp and other taxes, if any, which may be payable or determined to be payable on the execution and delivery of this Agreement or
acquisition of the New Shares pursuant to this Agreement. 
  
 Section 5.5. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and
understandings among them relating to such subject matter, and no party shall be liable or bound to the other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants or agreements
except as specifically set forth herein. The Schedules to this Agreement are incorporated herein and made a part hereof and are an integral part of this Agreement. 
  
 Section 5.6. Descriptive Headings. The descriptive headings of the several sections (including subsections) of
this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 
  
 Section 5.7. Counterparts. For the convenience of the parties, any number of counterparts of this Agreement may be executed by any one or
more parties hereto (including by facsimile), and each such executed counterpart shall be, and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate but one and the same
instrument. 
  
 Section 5.8. Governing Law. This
Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware, applicable to contracts made and performed therein. 
  
 Section 5.9. Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. 
  
 Section 5.10. Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument
referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other 
  

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 provision of this Agreement or any other such instrument. Furthermore, in lieu of any such invalid, illegal or
unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and
enforceable. 
  
 Section 5.11. Specific Performance.
Without limiting or waiving in any respect any rights or remedies of any party under this Agreement now or hereinafter existing at law or in equity or by statute, each of the parties hereto shall be entitled to seek specific performance of the
obligations to be performed by the other in accordance with the provisions of this Agreement. 
  
 Section 5.12. Survival of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to this
Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated by this Agreement. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year
first above written. 
  

			
	 EAGLE FAMILY FOODS HOLDINGS, INC.

		
	 By:
	 	 /s/ Craig Steinke


	 Name:
	 	Craig A. Steinke
	 Title:
	 	Chief Executive Officer and President
	
	 WARBURG, PINCUS VENTURES, L.P.

		
	 By:
	 	Warburg Pincus & Co.,
	 	 	General Partner
		
	 By:
	 	 /s/ David Barr


	 Name:
	 	David Barr
	 Title:
	 	Managing Director
	
	GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP
		
	 By:
	 	GE Investment Management Incorporated,
	 	 	General Partner
		
	 By:
	 	 /s/ Andreas Hildebrand


	 Name:
	 	Andreas Hildebrand
	 Title:
	 	Vice President








 SCHEDULE I 
  

STOCKHOLDERS 
  
         Stockholder’s Name and Address 

  
 Warburg, Pincus Ventures, L.P. 
 c/o Warburg Pincus & Co. 
 466 Lexington Avenue 
 New York, NY 10017 
 Facsimile: (212) 878-3748 
 Attention: Kewsong Lee 
  
 GE Investment Private
Placement Partners II, 
 a Limited Partnership 
 3003 Summer
Street 
 Stamford, CT 06905 
 Facsimile: (203) 326-2495

 Attention: Andreas Hildebrand 






 SCHEDULE II 
  
 OWNERSHIP OF COMMON STOCK AND PREFERRED STOCK 
  

							
	 Stockholder

	  	Common
Stock

	  	Series A
Preferred

	  	Series B
Preferred


	 Warburg, Pincus Ventures, L.P.
	  	458,200	  	402,398.7735	  	49.5
	 GE Investment Private Placement Partners II, a Limited Partnership
	  	458,200	  	402,398.7735	  	49.5

  






 SCHEDULE III 
  
 OWNERSHIP OF NEW SHARES 
  

			
	 Stockholder

	 	 New Shares


	 Warburg, Pincus Ventures, L.P.
	 	621,542.50
	 GE Investment Private Placement Partners II, a Limited Partnership
	 	621,542.50

  






 SCHEDULE IV 
  
 PRE-TRANSACTION CAPITALIZATION 
  

							
	 Stockholder

	  	Common
Stock

	  	Series A
Preferred

	  	Series B
Preferred


	 Warburg, Pincus Ventures, L.P.
	  	458,200	  	402,398.7735	  	49.5
	 GE Investment Private Placement Partners II, a Limited Partnership
	  	458,200	  	402,398.7735	  	49.5
	 Craig A. Steinke
	  	40,835	  	990.0000	  	—  

  






 SCHEDULE V 
  

POST-TRANSACTION CAPITALIZATION 
  

					
	 Stockholder

	  	Common
Stock

	  	Series I
Preferred


	 Warburg, Pincus Ventures, L.P.
	  	621,542.50	  	—  
	 GE Investment Private Placement Partners II, a Limited Partnership
	  	621,542.50	  	—  
	 Dairy Farmers of America Inc.
	  	1,048,091.00	  	—  
	 Mid-Am Capital, L.L.C.
	  	—  	  	150
	 Craig A. Steinke
	  	95,547.00	  	—