Exhibit 10.12


 


 


FORM OF
SECOND AMENDED AND RESTATED

SECURITIES HOLDERS AGREEMENT


dated as of October [___], 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

  



 


 


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TABLE OF CONTENTS  

(continued)


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7.4.

  	
  Repurchase
  Price

  
	
   

  	
  7.5.

  	
  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

  



 


 


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SECOND
AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT


SECOND AMENDED
AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of October [__], 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.


 


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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.


 


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(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
20,776,985 shares of Class A Common Stock, or if the Over-Allotment Option (as
defined below) is exercised in full 23,893,533 shares of Class A Common Stock,
and 12,787,781 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 


 


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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.


 


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(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.


ARTICLE III


OTHER COVENANTS AND REPRESENTATIONS 


 


8

















 


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)           If following the consummation of the
Initial Public Offering, B&G Foods and the holders of Class B Common Stock
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(f) 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 as filed by B&G Foods as
exhibits to the EIS Registration Statement.


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;


(b)           all of such Stockholders’ shares of
Series B Preferred Stock;


(c)           all of such Stockholder’ shares of
Series C Preferred Stock;


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


(e)           all of such Stockholders’ Existing
Options (as adjusted following the Reclassification and Conversion);


(f)            the number of Existing Warrants set
forth opposite such Stockholder’s name in the second column of Exhibit E
hereto;


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, 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 D and in the
third column of Exhibit E 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 such pro rata number of shares of Class
B Common Stock and Existing Warrants of such Stockholder based on 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 D hereto and in
the third column of Exhibit A hereto as will be purchased by the
total proceeds received by B&G Foods in such partial exercise of the
Over-Allotment Option.  For purposes of
determining such pro rata allocation each share of Class B Common Stock shall
be treated the same as each Existing Warrant.


7.4.          Repurchase Price.


(a)           The per share purchase price for the
Series A Preferred Stock on the Initial Repurchase Date is 100% of the then
effective Liquidation Preference (as defined in 


 


13

















 


the applicable certificate of designation)
per share plus an amount equal to a prorated dividend for the period from the
Dividend Payment Date (as defined in the applicable certificate of designation)
immediately prior to the Initial Repurchase Date to the Initial Repurchase
Date.


(b)           The per share purchase price for the
Series B Preferred Stock on the Initial Repurchase Date is 100% of the then
effective Liquidation Preference (as defined in the applicable certificate of
designation) per share plus an amount equal to a prorated dividend for the
period from the Dividend Payment Date (as defined in the applicable certificate
of designation) immediately prior to the Initial Repurchase Date to the Initial
Repurchase Date.


(c)           The per share purchase price for the
Series C Preferred Stock on the Initial Repurchase Date is 100% of the then
effective Liquidation Preference (as defined in the applicable certificate of
designation) per share plus an amount equal to a prorated dividend for the
period from the Dividend Payment Date (as defined in the applicable certificate
of designation) immediately prior to the Initial Repurchase Date to the Initial
Repurchase Date.


(d)           The per share purchase price for the
Class B Common Stock on the Initial Repurchase Date and on each date of repurchase
under Section 7.3(a) (the “Initial Class B Repurchase Price”) is an amount
equal to [the per EIS Initial Public Offering price of the EISs less $7.15](1).


(e)           The per option purchase price for the
Existing Options on the Initial Repurchase Date is an amount equal to the
Initial Class B Repurchase Price less the exercise price thereof (as such
exercise price has been adjusted following the Reclassification and
Conversion).


(f)            The per warrant purchase price for
the Existing Warrants on the Initial Repurchase Date and on each date of
repurchase under Section 7.3(a) is an amount equal to the Initial Class B
Repurchase Price less the exercise price thereof (as such exercise price has
been adjusted following the Reclassification and Conversion).


(g)           The purchase price for the Existing
Securities shall be delivered to the Stockholders, [by wire transfer of
immediately available funds], to the bank account(s) provided to B&G Foods
by such Stockholders.


7.5.          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 












(1) The initial Class B
Repurchase Price that will be set forth in this Agreement before signing may be
higher or lower than the price per share allocated to the Class A Common
Stock because the Initial Class B Repurchase Price is based upon remaining
net proceeds of the IPO.


 


14

















 


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
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.


7.6.          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.


 


15

















 


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 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


 


 


16

















 


New York, New
York 10022


Attention:  Stephen C. Sherrill


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.


13-15 West 54th
Street, Fourth Floor


New York, NY
10019


Attention:  [____________]


with required copies to:


 


Ropes & Gray LLP


One International Place


Boston, MA 02110


Attention:  [______________],
Esq.


and


Laud Collier & Company, LLC

75 Livingston Avenue

Roseland, NJ 07068

Attention:  Colby W. Collier


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.


 


17

















 


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.


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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Donald Bruckmann

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thomas J. Baldwin

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  H. Virgil Sherrill

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Nancy Zweng

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Paul D. Kaminski

  



 


[Signature Pages to the Second Amended and Restated Securities Holders
Agreement].


 

















 


	
   

  	
   

  
	
   

  	
  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:

  	
   

  



 


[Signature Pages to the Second Amended and Restated Securities Holders
Agreement].


 

















 


	
   

  	
  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

  



 


[Signature Pages to the Second Amended and Restated Securities Holders
Agreement].


 

















 


	
   

  	
   

  
	
   

  	
  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

  
					



 


[Signature Pages to the Second Amended and Restated Securities Holders
Agreement].


 

















 


	
   

  	
  EMERIL’S
  FOOD OF LOVE PRODCUTIONS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILLIAM
  MORRIS AGENCY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[Signature Pages to the Second Amended and Restated Securities Holders
Agreement].


 

















 


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 


 


C-3

















 


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)           The total amount of
securities proposed to be sold in a Demand Registration must be at least
[_________________].


(d)           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.


 


C-5

















 


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 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.


 


C-6

















 


(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 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.


 


C-12