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.
8
ARTICLE III
OTHER COVENANTS AND REPRESENTATIONS
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