Form of Founding Director Warrant Purchase Agreement



 Exhibit 10.19 
  
 BOULDER SPECIALTY BRANDS, INC. 
  
 FORM OF 
 FOUNDING DIRECTOR WARRANT 
 PURCHASE AGREEMENT 
  
 THIS FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of December __, 2005 between
Boulder Specialty Brands, Inc., a Delaware corporation (the “Company”), on the one hand, and Stephen B. Hughes, James E. Lewis, Robert J. Gillespie, Robert F. McCarthy and Michael R. O’Brien, on the other hand (collectively, the
“Purchasers” or individually, a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof. 
  
 WHEREAS, the Purchasers are officers and directors of the Company with the exception of Mr. O’Brien, who is a
former director and a senior advisor to the Company; and 
  
 WHEREAS, in furtherance of the Company’s plan to obtain funding through an initial public offering (the “Offering”) of its units (the “Units”), each Unit consisting of one share of common stock (the “Unit
Common Stock”) and one warrant to purchase one share of common stock (the “Unit Warrants” or a “Unit Warrant”) and to demonstrate the commitment of the initial stockholders of the Company to this plan, the Purchasers desire
to make an investment in the Company by purchasing 1,000,000 warrants (the “Founding Director Warrants” or a “Founding Director Warrant” ) on the terms and conditions described herein; and 
  
 WHEREAS, the consummation of this Agreement is a condition to the closing of
the Offering as described in the Underwriting Agreement by and among the Company and Citigroup Global Markets Inc. and Roth Capital Partners, LLC (the “Representatives”), which Underwriting Agreement is filed as an exhibit to the
Company’s registration statement on Form S-1, SEC File No. 333-126364, as the same has been and may be amended from time to time hereafter (the “Registration Statement”) and filed with the Securities and Exchange Commission (the
“Commission”). 
  
 NOW THEREFORE, in consideration of
the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 
  
 Section 1. Authorization, Purchase and Sale; Terms of the Founding
Director Warrants. 
  
 A. Authorization of
the Founding Director Warrants. The Company has authorized, and hereby ratifies such authorization by execution hereof, the issuance and sale to the Purchasers of an aggregate of 1,000,000 Founding Director Warrants. Each Founding Director
Warrant shall upon exercise and payment of the exercise price specified therein entitle the holder to purchase one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). 
  
 B. Purchase and Sale of the Founding Director
Warrants. The Company shall sell to the Purchasers, and subject to the terms and conditions set forth herein, the Purchasers shall severally purchase from the Company, contemporaneously with the closing of the IPO, an aggregate of 1,000,000
Founding Director Warrants. Each Purchaser shall purchase that number of the Founding Director Warrants as is set forth opposite his name in the table contained in Exhibit A hereto. The purchase price of each Founding Director Warrant shall be $1.70
per warrant (the “Purchase Price”), which shall be paid in immediately available funds through wire transfers to the trust account (the “Trust Account”) to be established pursuant to that certain Investment Management Trust
Agreement by and between the Company and Continental Stock Transfer & Trust Company (“Continental”). The Purchase Price shall be wired to the Trust Account by the Purchasers so as to be on deposit in the Trust Account not less
than 24 hours prior to the closing of the Offering. Amounts so received in the Trust Account shall be credited against the respective purchase obligations of the Purchasers as described on Exhibit A hereto. 







 C. Terms of the Founding Director Warrants. The Founding Director Warrants shall
carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Founding Director Warrants (i) will not be transferable or salable by the Purchasers
until such time as the Company has completed a Business Combination, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of
Common Stock underlying the Founding Director Warrants, are and will be entitled to registration rights under the registration rights agreement (the “Registration Rights Agreement”) to be signed contemporaneously herewith between the
Purchasers, the Initial Stockholders (as such term is defined in the Registration Statement) and the Company. The transfer restriction set forth in (i) above shall not apply to (a) transfers resulting from the death of any of the
Purchasers, (b) transfers by operation of law, (c) any transfer for estate planning purposes to persons immediately related to the transferor by blood, marriage or adoption, or (d) any trust solely for the benefit of such transferor
and/or the persons described in the preceding clause; provided, however, that with respect to each of the transfers described in clauses (a), (b), (c) and (d) of this sentence, that prior to such transfer, each permitted transferee or the
trustee or legal guardian for each permitted transferee (hereinafter collectively, “Permitted Transferees” or a “Permitted Transferee”) agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers
transfer or sell Founding Director Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Founding Director Warrants shall on the date of such transfer immediately become redeemable
under the same terms as the Unit Warrants. Except as specifically provided in this Agreement, the terms of the Founding Director Warrants shall in all other respects be as set forth in the Warrant Agreement relating to the Unit Warrants by and
between the Company and Continental. In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control. 
  
 Section 2. The Closing. The closing of the purchase and sale of
the Founding Director Warrants to the Purchasers (the “Closing”) shall take place at the offices of Citigroup Global Markets Inc., 390 Greenwich Street, New York, New York 10038 at or immediately prior to the closing of the IPO. At the
Closing, the Company shall deliver warrant certificates evidencing the Founding Director Warrants to be purchased by the Purchasers hereunder, registered in each Purchaser’s name, upon the payment of the aggregate purchase price therefor, by
wire transfer of immediately available funds to the Trust Account. 
  
 Section 3. Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Founding Director Warrants, the Company hereby represents and warrants that:

  
 A. Organization and Corporate Power.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have
a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement. 

 
 B. Authorization; No Breach. 
  
 (i) The execution, delivery and performance of this
Agreement to which the Company is a party will have been duly authorized by the Company as of the Closing upon the approval hereof by the Company and its Board of Directors. This Agreement constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms upon its execution. 
  
 (ii) The execution and delivery by the Company of this Agreement, the sale and issuance of the Founding Director Warrants hereunder, the issuance of the Common Stock upon exercise of the Founding Director Warrants
(except, with respect thereto, any filings required under Federal or state securities laws or issuance of one or more legal opinions in form and content reasonably satisfactory to the Company pertaining to the availability of one or more exemptions
with respect to the issuance of the Founding Director Warrants under applicable securities laws) and the fulfillment of and compliance with the 








 
respective terms hereof and thereof by the Company, do not and will not as of the Closing (i) conflict with or result in a breach of the terms,
conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets pursuant to, (iii) result in a violation
of, or (iv) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Certificate of Incorporation of the
Company or the bylaws of the Company, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date
hereof under Federal or state securities laws. 
  
 C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Founding Director Warrants to be purchased hereunder and, upon exercise of the Founding Director Warrants, payment of the
exercise price set forth therein and conformance with the other provisions relating to the exercise thereto, the Common Stock issuable upon exercise of such Founding Director Warrants will be duly and validly issued, fully paid, nonassessable, and
the Purchasers will have or receive good title to such securities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements contemplated hereby,
(b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Purchaser. 
  

D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement, or the consummation by the Company of any other transactions contemplated hereby. 
  
 E. Disclosure. (a) The Company has provided each
Purchaser with a copy of the Registration Statement and each Amendment to the Company’s Registration Statement, or informed each Purchaser of the filing thereof and instructed or requested the Purchasers to review the Registration Statement and
each such Amendment on the Commission’s website . The Company will provide the Purchasers with a copy of any and all amendments to the Registration Statement filed by the Company with the Commission prior to the Closing. (b) To the best of
the Company’s knowledge as of the date hereof, neither this Agreement nor the Registration Statement, taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein
or therein not misleading in light of the circumstances in which such statements were made. 
  
 Section 4. Representations, Warranties and Covenants of Purchasers. As a material inducement to the Company to enter into this Agreement and issue and sell the Founding Director Warrants to the Purchasers,
the Purchasers hereby severally represent, warrant and covenant to the Company (which representations, warranties and covenants shall survive the Closing) that: 
  
 A. Capacity and State Law Compliance. Each Purchaser is an individual over the age of 21 years with
the legal capacity to execute and perform the obligations imposed on each of the Purchasers hereunder. Each Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Founding Director
Warrants is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Common Stock on exercise of the Founding Director Warrants may require the registration of such Common Stock under Federal and/or
state securities laws or the availability of an exemption from such registration requirements. 
  
 B. Authorization; No Breach. 
  
 (i) This Agreement constitutes a valid and binding obligation of each Purchaser, enforceable in accordance with its terms. 
  
 (ii) The execution and delivery by Purchasers of this
Agreement and the fulfillment of and compliance with the respective terms hereof by Purchasers do not and shall not as of the Closing conflict 








 
with or result in a breach of the terms, conditions or provisions of any other agreement, instrument, order, judgment or decree to which Purchaser is
subject. 
  
 C. Investment
Representations. 
  
 (i) Each of the
Purchasers is acquiring the Founding Director Warrants and, upon exercise thereof, the Common Stock issuable upon such exercise (collectively, the “Securities”) for his own account, for investment only and not with a view towards, or for
resale in connection with, any public sale or distribution thereof. 
  
 (ii) Each Purchaser is an “accredited investor” as defined in Rule 501(a)(3) of Regulation D. 
  
 (iii) Each Purchaser understands that the Securities are being offered and sold to him in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Purchaser’s compliance with, the representations, warranties and agreements of Purchaser
set forth herein in order to determine the availability of such exemptions and the eligibility of Purchaser to acquire such securities. 
  
 (vii) Each Purchaser initiated discussions with the Company relating to the purchase and sale of the Securities contemplated by this
Agreement on an unsolicited basis prior to the date of this Agreement. The Purchasers did not initiate such discussions, nor did Purchasers decide to enter into this Agreement, as a result of any general solicitation or general advertising within
the meaning of Rule 502(c) under the Securities Act of 1933, as amended (the “Securities Act”), including the filing of the Registration Statement. 
  

(vi) Each Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by Purchaser. Each Purchaser has been afforded the opportunity to ask questions of the other executive officers and directors of the Company. Each Purchaser
understands that his investment in the Securities involves a high degree of risk. Each Purchaser has sought such accounting, legal and tax advice as he has considered necessary to make an informed investment decision with respect to his acquisition
of the Securities. Each Purchaser has received and reviewed a copy of the Registration Statement, including without limitation, the language therein under the caption “Risk Factors,” and signed the Registration Statement signature page in
his capacity as an officer or director (or both) of the Company, as the case may be (including Michael R. O’Brien, at such time as he was still an officer or director of the Company). 
  
 (vii) Each Purchaser understands that no United States
federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon
or endorsed the merits of the offering of the Securities. 
  
 (viii) Each Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (A) subsequently registered thereunder or (B) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is
under any obligation to register such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, each Purchaser represents that he is familiar with Rule
144 adopted pursuant to the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. Each Purchaser is able to bear the economic risk of its investment in the Securities for an indefinite period of time.

  
 (ix) Each Purchaser is an investor in
securities of companies in the development stage and acknowledges that he is able to fend for himself, has knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments generally and
particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an 








 
investment in the Securities in the amount contemplated hereunder. Each Purchaser has adequate means of providing for his current financial needs and
contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. Each Purchaser can afford a complete loss of his investment in the Securities. 
  
 (x) Without in any way limiting the representations set
forth above, the Purchasers agree not to make any disposition of all or any portion of the Securities unless and until: 
  
 (1) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is
made in accordance with such registration statement; or 
  
 (2)(i) The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and
(ii) if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the
Securities Act. Notwithstanding the foregoing, each Purchaser also understands and acknowledges that the transfer or exercise of the Founding Director Warrants is subject to the specific conditions to such transfer or exercise as outlined herein, as
to which each Purchaser specifically assents by his execution hereof. 
  
 F. No Group. By virtue of the Purchasers purchasing the Founding Director Warrants under this Agreement, such participation shall not be construed so as to make any of the Purchasers part of, or a participant
in, a “group” as defined in Rule 13d-5 of the Exchange Act with respect to any securities of the Company. 
  
 G. Rescission Right Waiver and Indemnification. 
  
 (i) Each of the Purchasers understands and acknowledges that an exemption from the registration requirements
of the Securities Act requires that there be no general solicitation of purchasers of the Founding Director Warrants. In this regard, if the Offering of the Units were deemed to be a general solicitation with respect to the Founding Director
Warrants, the offer and sale of such Founding Director Warrants may not be exempt from registration and, if not, the Purchasers may have a right to rescind their purchases of the Founding Director Warrants. In order to facilitate the completion of
the Offering and in order to protect the Company, its stockholders and the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, each of the Purchasers hereby agrees to waive, to the maximum extent
permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of his purchase of the Founding Director Warrants. Each of the Purchasers acknowledges and agrees that this waiver is being
made in order to induce the Company to sell the Founding Director Warrants to the Purchasers. Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims,
or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith (collectively, “Losses and
Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with
any present or future actual or asserted right to rescind the purchase of the Founding Director Warrants hereunder or relating to the purchase of the Founding Director Warrants and the transactions contemplated hereby. 
  
 (ii) Each Purchaser agrees not to seek recourse against the
Trust Account for any reason whatsoever in connection with his purchase of the Founding Director Warrants or any Claim that may arise now or in the future. 
  
 (iii) Messrs. Stephen B. Hughes and James E. Lewis (collectively, “Messrs. Hughes and Lewis”) agree to severally indemnify and
hold harmless the Company, the Representatives and the Trust Account against any and all Losses and Expenses whatsoever to which the Company, the Representatives and the Trust Account may become subject as a result of the purchase of the Founding
Director Warrants by the 








 
Purchasers or a Purchaser, including but not limited to any Claim by any Purchaser of the Founding Director Warrants, but only to the extent necessary to
ensure that such Losses and Expenses do not reduce the amount in the Trust Account. To the extent that the foregoing several indemnification by Messrs. Hughes and Lewis may be unenforceable for any reason, each of Messrs. Hughes and Lewis agree to
make the maximum contribution permissible by applicable law to the payment and satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. Any Losses and Expenses indemnified
hereunder by Messrs. Hughes and Lewis will be paid equally by them except to the extent that such Claims are brought by either of Messrs. Hughes and Lewis, in which case the foregoing indemnity obligation shall only be that of the person making the
Claim, it being the understanding and agreement of Messrs. Hughes and Lewis that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. 
  
 (iv) The Purchasers acknowledge and agree that the stockholders of the Company, including those who purchase
the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 5G of this Agreement. 
  
 (v) Each Purchaser agrees that to the extent any waiver of rights under this Section 6G is ineffective as a matter of law, each
Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Purchaser acknowledges the receipt and sufficiency of consideration
received from the Company hereunder in this regard. 
  
 Section 6. Conditions of the Purchasers’ Obligations at the Closing. 
  
 The obligation of the Purchasers to purchase and pay for the Founding Director Warrants is subject to the fulfillment, at or before the Closing, of each of the following conditions: 
  
 A. Representations and Warranties. The
representations and warranties of the Company contained in Section 3, except for those stated to be made as of the date hereof, shall be true and correct in all material respects at and as of the Closing as though then made, except to the
extent of changes caused by the transactions expressly contemplated herein or in the prospectus contained in the Registration Statement. 
  
 B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before the Closing. 
  
 C. Registration Statement. The Registration Statement shall have been declared effective by the Commission and the closing of the
Offering shall take place within four business days of such effective date or, if the Registration Statement is declared effective before 2:00 p.m. on a business day, the closing of the Offering shall take place within three business days of such
effective date. 
  
 Section 7. Conditions of the
Company’s Obligations at the Closing. 
  
 The obligations of the Company
to the Purchasers under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 
  
 A. Representations and Warranties. The representations and warranties of Purchasers contained in Section 4 shall be true at and as of
the Closing as though then made. 
  
 B.
Performance. The Purchasers shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing. 
  
 C. Corporate Consents. The Company shall have obtained the
consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the issuance and sale of the Founding Director Warrants hereunder. 







 Section 8. Termination. This Agreement may or will be terminated at any time prior to the
consummation of the Closing under the following described circumstances: 
  
 (i) automatically upon the mutual written consent of the Company and the Purchasers; 
  
 (ii) by either of the Company or the Purchasers by delivery of written notice thereof, if the Offering shall not have been consummated
prior to the one-month anniversary of the date of this Agreement; or 
  
 (iii) automatically if the Offering is not closed within the time periods described in the Underwriting Agreement after the Registration Statement is declared effective. 
  
 Section 9. Survival of Representations and Warranties. All of the
representations and warranties contained herein shall survive the Closing for a period of six (6) months except as otherwise specifically provided herein. 
  

Section 10. Definitions. For the purposes of this Agreement, the following terms have the meanings set forth: 
  
 “Affiliate” of any particular Person means any other Person
controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of
voting securities, contract or otherwise. 
  
 “Business
Combination” means a merger, stock exchange, asset acquisition or similar business combination of the Company with a target business or businesses that is its initial business combination and which meets the size, timing and other criteria
outlined in the Registration Statement. 
  
 “Common
Stock” means the Company’s Common Stock, par value $0.0001 per share. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture,
unincorporated organization or governmental entity or any department, agency or political subdivision thereof. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Securities and Exchange Commission” or “Commission” means the United States Securities and Exchange
Commission. 
  
 Section 11. Miscellaneous. 

 
 A. Legends.  
  
 (i) The certificates evidencing the Founding Director
Warrants will include the legend set forth below, which the Purchasers have read and understand: 
  
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH 








 
REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A PURCHASE
AGREEMENT DATED DECEMBER __, 2005 WHICH RESTRICTS THE TRANSFER THEREOF UNTIL
                                        
                , A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES. 
  
 (ii) By accepting the certificates bearing the aforesaid legend, each Purchaser agrees, prior to any
permitted transfer of the Securities represented by the certificates and subject to the restrictions contained herein, to give written notice to the Company expressing his desire to effect such transfer and describing briefly the proposed transfer.
Upon receiving such notice, the Company shall present copies thereof to its counsel and the following provisions shall apply: 
  
 (a) subject to the transfer restrictions contained elsewhere in this Agreement, if, in the reasonable opinion of counsel to the Company,
the proposed transfer of such Securities may be effected without registration under the Securities Act and applicable state securities acts, the Company shall promptly thereafter notify the transferring Purchaser, whereupon the transferring
Purchaser shall be entitled to transfer such Securities, all in accordance with the terms of the notice delivered by the transferring Purchaser and upon such further terms and conditions as shall be required to ensure compliance with the Securities
Act and the applicable state securities acts, and, upon surrender of the certificate evidencing such Securities, in exchange therefor, a new certificate not bearing a legend of the character set forth above if such counsel reasonably believes that
such legend is no longer required under the Securities Act and the applicable state securities acts; and 
  
 (b) subject to the transfer restrictions contained elsewhere in this Agreement, if, in the reasonable opinion of counsel to the Company,
the proposed transfer of such Securities may not be effected without registration under the Securities Act or the applicable state securities acts, a copy of such opinion shall be promptly delivered to the transferring Purchaser, and such proposed
transfer shall not be made unless such registration is then in effect. 
  
 (iii) The Company may, from time to time, make stop transfer notations in its records and deliver stop transfer instructions to its transfer agent to the extent its counsel considers it necessary to ensure compliance
with the Securities Act and the applicable state securities acts. 
  
 B. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors and assigns of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement. 
  
 C. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 
  
 D. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the
signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement. 
  
 E. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not
constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. 
  
 F. Governing Law. The general corporation law of the State of Delaware shall govern all issues and questions
concerning the construction, validity, enforcement and interpretation of this Agreement, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than
the State of Delaware 







 G. Notices. All notices, demands or other communications to be given or delivered under
or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the
recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent: 
  

			
	If to the Company:	 	Boulder Specialty Brands, Inc.
	 	 	6106 Sunrise Ranch Drive
	 	 	Longmont, Colorado 80503
	 	 	Fax No.: (303) 682-1978
		
	With a copy to:	 	Robert W. Walter, Esq.
	 	 	9660 East Prentice Circle
	 	 	Greenwood Village, Colorado 80111
	 	 	Fax No.: (720) 221-8162

  
 If to the Purchaser:
At the address of the respective Purchaser as set forth in the records of the Company. 
  
 or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. 
  

H. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event
an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement. 
  
 IN WITNESS WHEREOF, the
parties hereto have executed this Purchase Agreement on the date first written above. 
  

			
	 BOULDER SPECIALTY BRANDS, INC.

		
	 By:
	 	 
	 	 	 Stephen B. Hughes

	 	 	 Chief Executive Officer

	
	 THE PURCHASERS:

	
	 
	 Stephen B. Hughes

	
	 
	 James E. Lewis

	
	 
	 Robert J. Gillespie

	
	 
	 William E. Hooper

	
	 
	 Robert F. McCarthy

	
	 
	 Michael R. O’Brien










 Exhibit A 
  

				
	 Stephen B. Hughes
	  	$	762,500
	 James E. Lewis
	  	$	762,500
	 Robert J. Gillespie
	  	$	50,000
	 William E. Hooper
	  	$	25,000
	 Robert F. McCarthy
	  	$	50,000
	 Michael R. O’Brien
	  	$	50,000