Letter Agreement - Robert J. Gillespie



 Exhibit 10.24 
  
 As of September 28, 2005 
  
 Boulder Specialty Brands, Inc. 
 6106 Sunrise Ranch Drive 
 Longmont, Colorado 80503 
  
 Roth Capital Partners, LLC 
 24 Corporate Plaza 
 Newport Beach, CA 92660 
  
 Re: Initial Public
Offering 
  
 Ladies and Gentlemen: 
  
 The undersigned stockholder and director of Boulder Specialty Brands, Inc.
(the “Company”), in consideration of Roth Capital Partners, LLC (“Roth Capital”) entering into an engagement letter (“Engagement Letter”) to underwrite an initial public offering of the securities of the Company
(“IPO”) and proceeding with the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof): 
  
 1. If the Company solicits approval of 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 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 registration statement relating to the IPO (or 24 months under the circumstances described in the prospectus relating to the IPO), 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 Trust Account (as defined in the Engagement Letter) 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 or as described in
paragraph 5 below, and (iv) will not seek recourse against the Trust Account for any reason whatsoever. 
  
 3. In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company
for its consideration, those opportunities to acquire an operating company the undersigned reasonably believes are suitable opportunity for the Company, until the earlier of the consummation by the Company of a Business Combination, the liquidation
of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any fiduciary obligations the undersigned may have. 
  
 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 unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Roth Capital that the business combination is fair to the Company’s stockholders
from a financial perspective. 
  
 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 








 
be entitled to reimbursement from the Company for his out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

  
 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 his Insider Shares for the three year period commencing on the Effective Date 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 serve as 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 Roth Capital and attached hereto as Exhibit A
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 Roth Capital 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 a member of the board of directors of the Company. 
  
 10. The undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to Roth Capital and its legal representatives or agents (including any investigative search firm retained by Roth
Capital) any information they may have about the undersigned’s background and finances (“Information”). Neither Roth Capital nor its 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 a stock exchange, asset acquisition or similar business combination with an
operating business that is in the food and/or beverage industries; (ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all
of the shares of Common Stock of the Company owned by Insiders prior to the IPO; and (iv) “IPO Shares” shall mean the shares of Common Stock sold as part of the units in the Company’s IPO. 
  
 12. The undersigned hereby agrees that any action, proceeding or
claim against the undersigned arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of California or the United States District Court for the Southern District of California, and 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. 
  

	
	
	ROBERT J. GILLESPIE
	 Print Name of Insider

	
	 
	Signature


  

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 EXHIBIT A 
  
 Robert J. Gillespie has been a member of our board of directors since September 2005. Highlights of Mr. Gillespie’s
background include: 
  

	 	•	 	over 35 years’ experience in the consumer packaged goods industry, with concentrations in profit management, marketing and finance; 

  

	 	•	 	uninterrupted profit center responsibility in Canada, the U.S., Latin America or Asia while with CPC International/Bestfoods from 1976 until the sale of Bestfoods to Unilever in
2000 for $24.3 billion; 

  

	 	•	 	extensive experience in acquisitions and divestitures while employed with CPC International/Bestfoods, including playing a central role in the sale of Bestfoods to Unilever and the
purchase or sale of a number of business units; and 

  

	 	•	 	member of the board of directors of Bestfoods, formerly CPC International Inc., from 1988-2000, one of two management directors at the time of Unilever PLC’s acquisition of
Bestfoods in 2000. 

  
 Mr. Gillespie joined CPC International
in 1965 in strategic planning and capital investment planning. In 1976, he was appointed president of Canada Starch Company, a subsidiary of CPC International. In 1980, he was appointed as a vice president of CPC International and appointed
president of the Corn Products Unit of CPC North America. From 1988 to July 1995, he served as president of the Best Foods Division of CPC International and was elected a senior vice president of CPC International in 1991. He was also appointed to
the board of directors of CPC International in 1988, a position he held until October 2000. He was appointed as an executive vice president of CPC International in July 1995, which changed its name to Bestfoods in March 1997. Mr. Gillespie
continued to serve as executive vice president for strategic business development and finance and other corporate staff functions until the purchase of Bestfoods by Unilever NV/Plc in October 2000. At the end of the fiscal year immediately preceding
its sale to Unilever, Bestfoods employed over 44,000 people worldwide, generated sales of over $8.1 billion, generated net income of $717 million, and had a portfolio of leading brands in the consumer packaged goods industry including
Hellman’s/Bestfoods mayonnaise, Knorr soups and sauces, Skippy peanut butter, Mazola corn oil, Thomas’ English muffins and Entenmann’s cakes and cookies. Mr. Gillespie is currently the Principal of Westmount Investments, LLC, a
privately held investment company. Mr. Gillespie also serves on the board of directors of Dominex, a private consumer food company, CSC Consumer Products, Tiger 21, The Valley Hospital and the Delbarton School. He formerly served on the
boards of directors of Factory Mutual Insurance Company and Advanced H2O Inc., and he formerly chaired the Sarah W. Stedman Center for Nutritional Studies at Duke University. Mr. Gillespie holds a Bachelors degree in Science from St.
Mary’s University of Halifax, Canada; a Bachelors degree in mechanical engineering from Dalhousie University of Halifax, Canada; and a Master of Science degree in industrial engineering from Purdue University. 
  

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