Letter Agreement among the Registrant, Roth Capital Partners, & James E. Lewis



 Exhibit 10.1.2 
  
 As of December     , 2005 
  
 Boulder Specialty Brands, Inc. 
 6106 Sunrise Ranch Drive 
 Longmont, Colorado 80503 
  
 Citigroup Global Markets Inc. 
 388 Greenwich Street 
 New York, New York 10038 
  
 Roth Capital Partners, LLC 
 24 Corporate Plaza 
 Newport Beach, CA 92660 
  
  
 Re: Initial Public Offering 
  
 Ladies and Gentlemen: 
  
 The undersigned
stockholder, officer and director of Boulder Specialty Brands, Inc. (the “Company”), in consideration of Citigroup Global Markets Inc. (“CGMI”) and Roth Capital Partners, LLC (“Roth Capital” and, collectively with CGMI,
the “Representatives”) underwriting the initial public offering of the securities of the Company (“IPO”), hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof): 
  
 1. If the Company solicits approval by its stockholders of a Business Combination, the
undersigned will vote (i) all Insider Shares owned by him in accordance with the majority of the votes cast by the holders of the IPO Shares, and (ii) all other shares of common stock of the Company then owned by him, whether purchased in
or after the IPO, in favor of a Business Combination, as a result of which the undersigned acknowledges and agrees that he will not be entitled to exercise the conversion rights offered to the Company’s public stockholders as to any other
shares of common stock owned by him. 
  
 2. In the event that the Company fails to
consummate a Business Combination within 18 months from the effective date (“Effective Date”) of the Company’s registration statement, relating to the IPO, on Form S-1, File No. 333-126364 (the “Registration Statement”)
(or 24 months under the circumstances described in the Registration Statement), the undersigned (i) will take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably practicable, (ii) waives any and
all right, title, interest or claim of any kind in or to any liquidating distributions by the Company, including, without limitation, any distribution of the assets from the trust account established under the Investment Management Trust Agreement
dated as of December [__], 2005 between the Company and Continental Stock Transfer & Trust Company (the “Trust Account”) as a result of such liquidation with respect to his Insider Shares (“Claim”), (iii) waives any
Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company except as and to the extent an agreement is otherwise disclosed in the Company’s registration statement relating to the
IPO and described in paragraph 5 below, (iv) will not seek recourse against the Trust Account for any reason whatsoever, (v) agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage and expense
whatsoever 








 
(including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (x) any vendor that is owed money by the Company for services rendered or contracted for or products sold to the Company
and (y) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or non-disclosure or other similar agreement with respect to a failed combination with such prospective target business
and (vi) agrees to idemnify and hold harmless the Company, the Representatives and the Trust Account against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company, the Representatives or the Trust Account may become subject as a result of any claim
by any purchaser of the Founding Director Warrants for rescission or damages, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount in the Trust Account; provided that the Public
Stockholders are and shall be third-party beneficiaries of clause (vi) above. 
  
 3. In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees that in the event he becomes aware of, or involved with, (i) any business combination opportunities with a fair
market value of $100 million or more or (ii) transactions such as joint ventures, partnerships or brand acquisition opportunities with a fair market value of $100 million or more, the undersigned will first offer such business opportunities to
the Company and further agrees that neither he nor any affiliate of the undersigned will pursue such opportunities unless and until the Company’s board of directors determines that it will not pursue such opportunities (the “Company’s
Right of First Refusal”). The Company’s Right of First Refusal will terminate on the earlier of (x) the consummation by the Company of a Business Combination and (y) the liquidation of the Company. 
  
 4. The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination which involves a company which is affiliated with any of the Insiders, any of the underwriter’s or any selling group members. 
  
 5. None of the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept any
compensation for services rendered to the Company prior to the consummation of the Business Combination; provided that the undersigned shall (i) be entitled to reimbursement from the Company for his out-of-pocket expenses incurred in connection
with seeking and consummating a Business Combination, (ii) receive repayment of the promissory note or notes issued by the Company to the undersigned, (iii) through his affiliate, Jeltex Holdings, LLC, be entitled to receive, with Hughes
Consulting, Inc., an aggregate monthly fee of $10,000 for office space and administrative services, including secretarial support, provided by Hughes Consulting, Inc. and Jeltex Holdings, LLC to the Company. 
  
 6. None of the undersigned, any member of the family of the undersigned, or any affiliate of
the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the undersigned originates a Business Combination.

  
 7. The undersigned will escrow (i) fifty percent (50%) of his
Insider Shares for the three-year period commencing on the Effective Date and (ii) fifty percent (50%) of his Insider Shares until both (x) the Company has completed a Business Combination and (y) the last sale price of its
common stock thereafter equals or exceeds $11.50 per share for any 20 trading days within any 30 trading day period beginning after the Company completes such Business Combination, subject to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent acceptable to the Company. 
  
 8. The undersigned agrees to be the Vice Chairman of the Board and a director of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The undersigned’s
biographical information furnished to the Company and the Representatives and included in the Registration Statement is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and
contains all of the information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended. The undersigned’s Questionnaire previously furnished to the Company and the
Representatives is true and 








 
accurate in all respects. The undersigned represents and warrants that: 
  
 (a) he is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or
stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; 
  
 (b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and 
  
 (c) he has never been suspended or expelled from membership in any securities or commodities exchange or association or had
a securities or commodities license or registration denied, suspended or revoked. 
  
 9. The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as Vice Chairman of the Board and a director of the Company. 
  
 10. The undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to the Representatives and their legal representatives or agents (including any investigative search firm retained by the Representatives) any information they may have about the undersigned’s background and finances
(“Information”). Neither the Representatives nor their agents shall be violating the undersigned’s right of privacy in any manner in requesting and obtaining the Information and the undersigned hereby releases them from liability for
any damage whatsoever in that connection. 
  
 11. As used herein, (i) a
“Business Combination” shall mean an acquisition, through merger, stock exchange, asset acquisition or similar business combination with one or more operating businesses in the food or beverage industries that has, or collectively have, a
fair market value equal to at least 80% of the balance in the Trust Account; (ii) “Founding Director Warrants” shall mean the aggregate of 1,000,000 warrants purchased by the undersigned and Stephen B. Hughes, as well as certain other
directors and a senior advisor of the Company, in a private placement concurrent with the IPO; (iii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iv) “Insider
Shares” shall mean all of the shares of Common Stock of the Company owned by Insiders prior to the IPO; (v) “IPO Shares” shall mean the shares of Common Stock sold as part of the units in the Company’s IPO; and (vi)
“Public Stockholders” shall mean the public holders of the Company’s common stock issued in the IPO. 
  
 12. The undersigned hereby consents to the jurisdiction and venue of any state or federal court located in the State and County of New York for purposes of resolving any
disputes hereunder. The undersigned irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The undersigned hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

  
  

			
	 Very truly yours,

	
	JAMES E. LEWIS
		
	By:	 	 
	 	 	James E. Lewis