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