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
5
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