PURCHASE SHARES FOR AN AGGREGATE PURCHASE
PRICE (THE "PURCHASE PRICE") OF THE NUMBER OF PURCHASE SHARES SET FORTH ON
SCHEDULE A MULTIPLIED BY THE DOLLAR AMOUNT INCLUDED IN THE "PER SHARE" ROW AND
THE "PROCEEDS TO B&G FOODS" COLUMN IN THE TABLE ON THE FRONT COVER OF THE FINAL
PROSPECTUS SUPPLEMENT TO BE FILED IN CONNECTION WITH THE OFFERING (THE
"PROSPECTUS SUPPLEMENT").
2.
EXCHANGE OF THE EXCHANGE SHARES.
A.
EACH EXCHANGING HOLDER AGREES TO SURRENDER TO THE COMPANY ITS
EXCHANGE SHARES, AND THE COMPANY AGREES TO PROVIDE TO SUCH EXCHANGING HOLDER THE
NUMBER OF SHARES OF CLASS A COMMON STOCK EQUAL TO THE EXCHANGE SHARES
SURRENDERED.
B.
EACH EXCHANGING HOLDER AGREES TO ENTER INTO A LOCK-UP AGREEMENT
WITH THE UNDERWRITERS AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT SUBSTANTIALLY IN
THE FORM PROVIDED TO SUCH EXCHANGING HOLDER PRIOR TO THE DATE HEREOF (THE
"LOCK-UP AGREEMENT") WHEREBY SUCH EXCHANGING HOLDER WILL AGREE NOT TO DIRECTLY
OR INDIRECTLY, OFFER, SELL OR OTHERWISE DISPOSE OF ANY SHARES OF CLASS A COMMON
STOCK FOR A PERIOD OF 180 DAYS FROM THE DATE OF THE PROSPECTUS SUPPLEMENT.
3.
CLOSING.
THE PURCHASE AND SALE OF THE PURCHASE SHARES AND THE
EXCHANGE OF THE EXCHANGE SHARES FOR AN EQUAL NUMBER SHARES OF CLASS A COMMON
STOCK (THE "CLOSING") AS WELL AS THE PAYMENT OF ALL AMOUNTS DESCRIBED IN SECTION
1 HEREOF SHALL OCCUR AND SHALL BE DEEMED TO HAVE OCCURRED SIMULTANEOUSLY IN ALL
RESPECTS AND SHALL TAKE PLACE ON THE DATE OF THE CONSUMMATION OF THE OFFERING
(THE "CLOSING DATE"), UNLESS ANOTHER DATE IS AGREED TO BY THE PARTIES HERETO.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT THE DOLLAR AMOUNT IN THE "PER
SHARE" ROW AND THE "PRICE TO PUBLIC" COLUMN IN THE TABLE ON THE FRONT COVER OF
THE PROSPECTUS SUPPLEMENT (THE "OFFERING PRICE") IS LESS THAN $12.00, NO PARTY
TO THIS AGREEMENT SHALL BE OBLIGATED TO CONSUMMATE THE SALE OR EXCHANGE
TRANSACTIONS SET FORTH IN THIS AGREEMENT.
4.
REPRESENTATIONS AND WARRANTIES OF THE HOLDERS.
EACH HOLDER
HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT:
2
A.
SUCH HOLDER IS THE SOLE RECORD AND BENEFICIAL OWNER OF THE SHARES
LISTED OPPOSITE HIS, HER OR ITS NAME ON SCHEDULE A, FREE AND CLEAR OF ANY AND
ALL LIENS, CLAIMS, SECURITY INTERESTS, PLEDGES, CHARGES, EQUITIES, OPTIONS,
RESTRICTIONS AND ENCUMBRANCES OF WHATEVER NATURE (OTHER THAN RESTRICTIONS UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS).
OTHER THAN
THIS AGREEMENT, THERE ARE NO OPTIONS, WARRANTS, RIGHTS, CONTRACTS, CALLS, PUTS
OR OTHER AGREEMENTS OR COMMITMENTS TO WHICH SUCH HOLDER IS A PARTY PROVIDING FOR
THE ACQUISITION OR DISPOSITION OF ANY OF THE SHARES HELD BY SUCH HOLDER.
B.
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF SUCH HOLDER.
SUCH HOLDER
HAS THE FULL LEGAL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND
TO PERFORM SUCH HOLDER'S OBLIGATIONS HEREUNDER, WITHOUT THE NEED FOR THE CONSENT
OF ANY OTHER PERSON OR ENTITY OTHER THAN THOSE CONSENTS WHICH HAVE