EXCHANGING HOLDER THE
NUMBER OF SHARES OF CLASS A COMMON STOCK EQUAL TO THE EXCHANGE SHARES OF SUCH
EXCHANGING HOLDER.
D.
LISTING.
THE CLASS A COMMON STOCK SHALL HAVE BEEN APPROVED FOR
LISTING ON THE NEW YORK STOCK EXCHANGE OR ANY OTHER NATIONAL SECURITIES
EXCHANGE, SUBJECT ONLY TO OFFICIAL NOTICE OF ISSUANCE.
8.
TERMINATION OF AGREEMENTS.
CONCURRENTLY WITH THE CLOSING, THE
SECURITIES HOLDERS AGREEMENT (INCLUDING THE REGISTRATION RIGHTS CONTAINED
THEREIN) AND THE TRANSACTION SERVICES AGREEMENT SHALL EACH TERMINATE AND BE OF
NO FURTHER FORCE AND EFFECT.
9.
INDEMNIFICATION.
EACH HOLDER SHALL INDEMNIFY, DEFEND, SAVE AND
HOLD HARMLESS THE COMPANY AND ITS SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY
AND ALL DAMAGES, CLAIMS, LOSSES, LIABILITY, DEMANDS, FINES, JUDGMENTS, AND FEES
(INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM OR RELATING TO SUCH HOLDER'S
BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED HEREIN.
10.
NOTICES, ETC.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF DELIVERED IN
PERSON OR BY ELECTRONIC FACSIMILE OR MAILED, CERTIFIED OR REGISTERED MAIL WITH
POSTAGE PREPAID OR BY OVERNIGHT COURIER:
5
If to the Company, to:
B&G Foods, Inc.
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054
Attention:
Scott E. Lerner
Executive Vice President,
General Counsel and Secretary
Facsimile:
(973) 630-6550
If to a Holder, to the address set forth in the books and records of the
transfer agent for the Company's Class B common stock.
11.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; LIMITATION OF
ACTIONS.
ALL REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN ANY
CERTIFICATE, DOCUMENTATION OR AGREEMENT DELIVERED PURSUANT HERETO SHALL SURVIVE
THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SALE OF THE PURCHASE SHARES
AND PAYMENT THEREFOR AND THE EXCHANGE OF CLASS A COMMON STOCK FOR THE EXCHANGE
SHARES, AS PROVIDED FOR IN THIS AGREEMENT.
12.
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME PRIOR
TO THE CLOSING BY THE HOLDERS OR THE COMPANY IF THE OFFERING SHALL NOT HAVE BEEN
CONSUMMATED PRIOR TO JULY 31, 2007.
13.
GOVERNING LAW.
THE VALIDITY, PERFORMANCE, CONSTRUCTION AND EFFECT
OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW, EXCEPT TO THE EXTENT THAT DELAWARE LAW SHALL BE MANDATORILY
APPLICABLE.
14.
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 REFER TO
SCHEDULES ATTACHED HERETO.
15.
NO THIRD-PARTY BENEFICIARIES; ASSIGNMENT.
THIS AGREEMENT IS FOR
THE SOLE BENEFIT OF AND BINDING UPON THE PARTIES HERETO AND THEIR PERMITTED
SUCCESSORS AND ASSIGNS AND NOTHING HEREIN, EXPRESS OR IMPLIED, IS INTENDED TO OR
SHALL CONFER UPON ANY OTHER PERSON OR ENTITY ANY LEGAL OR EQUITABLE RIGHT,
BENEFIT OR REMEDY OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS
AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON THE PARTIES