Common use of Representations, Warranties and Covenants of Each Stockholder Clause in Contracts

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and warrants to, and covenants and agrees with, the Company as to itself that: (a) Such Stockholder has full legal right, power and authority (including the due authorization by all necessary corporate, limited liability company or partnership action in the case of Stockholders who are corporations, limited liability companies or partnerships) 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 by such Stockholder. (b) To the knowledge of the Stockholders, the execution, delivery and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to it. (c) Each Stockholder represents that it is and will at Closing be the sole record (except as otherwise noted on Schedule I) and beneficial owner of, with Control (as defined below) over, the shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock set forth beside his, her or its name on Schedule I, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("Lien"), other than restrictions imposed by the securities laws or Liens arising under this Agreement, the Merger Agreement and the Securities Purchase Agreement (and, in the case of such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer than the securities set forth on Schedule I. For purposes of this Agreement, "Control" shall mean the right, power and authority to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entity.

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and warrants to, and covenants and agrees with, the Company as to itself that: (a) Such Stockholder has full legal right, power and authority (including the due authorization by all necessary corporate, limited liability company or partnership action in the case of Stockholders who are corporations, limited liability companies or partnerships) 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 by such Stockholder. (b) To the knowledge of the Stockholders, the execution, delivery and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to it. (c) Each Stockholder represents that it is and will at Closing be the sole record (except as otherwise noted on Schedule I) and beneficial owner of, with Control (as defined below) over, of the shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock set forth beside his, her or its name on Schedule I, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("Lien"), other than restrictions imposed by the securities laws or Liens arising under this Agreement, the Merger Agreement and the Securities Purchase Agreement (and, in the case of such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer than the securities set forth on Schedule I. For purposes of this Agreement, "Control" shall mean the right, power and authority to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entity.ARTICLE III

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and Stockholder represents, warrants to, and covenants and agrees with, the Company as to itself thatfollows: (a) Such Stockholder has full legal right, power and authority (including to execute this Agreement, to make the due authorization by all necessary corporaterepresentations, limited liability company or partnership action in the case of Stockholders who are corporations, limited liability companies or partnerships) to enter into this Agreement warranties and covenants herein contained 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 by such Stockholderhereunder. (b) To the knowledge APPENDIX A attached hereto sets forth all shares of the StockholdersDSNC Common Stock owned by such Stockholder, the execution, delivery including all DSNC Common Stock as to which such Stockholder bas sole or shared voting or investment power and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable all rights and options to itacquire DSNC Common Stock. (c) Such Stockholder will not sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of Tek Preferred Stock that such Stockholder may acquire in connection with the Merger or acquire upon exercise of any option or right to acquire Tek Preferred Stock, which option or right is acquired in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of Tek being herein sometimes collectively referred to as "RESTRICTED SECURITIES"), or any option, right or other interest with respect to any Restricted Securities, unless (i) such transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act (as described in Section 6 below), or (ii) counsel representing such Stockholder shall have advised Tek in a written opinion letter satisfactory to Tek and Tek's legal counsel, and upon which Tek and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition, or (iii) a registration statement under the Securities Act covering the Tek Preferred Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act, or (iv) an authorized representative of the SEC shall have rendered written advice to such Stockholder (sought by such Stockholder or counsel to such Stockholder, with a copy thereof and all other related communications delivered to Tek) to the effect that the SEC would take no action, or that the staff' of the SEC would not recommend that the SEC take action, with respect to the proposed disposition if consummated. (d) Notwithstanding any other provision of this Agreement to the contrary, such Stockholder will not sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce such Stockholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any DSNC Common Stock or any rights, options or warrants to purchase DSNC Common Stock, or any Restricted Securities or other securities of Tek (i) during the 30-day period immediately preceding the Effective Time of the Merger and (ii) until such time after the Effective Time of the Merger as Tek has publicly released a report including the combined financial results of Tek and DSNC for a period of at least 30 days of combined operations of Tek and DSNC within the meaning of Accounting Series Release No. 130, as amended, of the SEC. Tek agrees to publish such financial results expeditiously in a manner consistent with its prior practices; PROVIDED, that nothing contained herein shall obligate Tek to publish its financial results other than on a quarterly basis. (e) Each Stockholder represents that it is has, and as of the Effective Time of the Merger will at Closing be the sole record have, no present plan or intention (except as a "Plan") to sell, transfer, exchange, pledge (other than in a pre-existing bona fide margin account) or otherwise noted on Schedule I) and beneficial owner dispose of, with Control including a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (as defined belowany of the foregoing, a "Sale") over, of more than 50% of the shares of Bakex Xxxmon Tek Preferred Stock and/or options to purchase Bakex Xxxmon Stock set forth beside his, her or its name on Schedule I, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("Lien"), other than restrictions imposed by that Stockholder may acquire in connection with the securities laws or Liens arising under this Agreement, the Merger Agreement and the Securities Purchase Agreement (and, in the case of such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer than the securities set forth on Schedule I. For purposes of this Agreement, "Control" shall mean the right, power and authority to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entity.Merger,

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and Stockholder hereby represents, warrants to, and covenants and agrees with, to the Company as to itself thatfollows: (a) Such 4.1 Stockholder has full legal right, power and authority (including is the due authorization by all necessary corporate, limited liability company or partnership action in the case of Stockholders who are corporations, limited liability companies or partnerships) 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 by such Stockholder. (b) To the knowledge beneficial owner of the Stockholders, the execution, delivery number of Shares and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to it. (c) Each Stockholder represents that it is and will at Closing be the sole record (except as otherwise noted on Schedule I) and beneficial owner of, with Control (as defined below) over, the shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock set forth beside Shares listed opposite his, her or its name on Schedule IA. The number of Shares set forth on Schedule A are the only Shares beneficially owned by Stockholder and, except as set forth on Schedule A, Stockholder holds no options to purchase or rights to subscribe for or otherwise acquire any securities of Parent and has no other interest in or voting rights with respect to any securities of Parent. As of the date hereof, except as set forth on the signature page hereto, (i) such Stockholder’s Shares are free and clear of any pledgeliens, lienclaims, security interestoptions, mortgagecharges or other encumbrances, charge, claim, equity, option, proxy, voting restriction, (ii) none of such Stockholder’s Shares are deposited into a voting trust with voting instructions inconsistent with any of the provisions of Section 2; and (iii) other than a Proxy, no proxy is granted, and no voting agreement or agreementsimilar agreement is entered into, understandingwith respect to any of such Stockholder’s Shares that is inconsistent with any of the provisions of Section 2. 4.2 Stockholder has the legal capacity and absolute and unrestricted right, arrangementpower, authority and capacity to execute and deliver this Agreement and a Proxy, and to perform its obligations hereunder and thereunder. This Agreement has been (and a Proxy will be) duly executed and delivered by such Stockholder and constitute legal, valid and binding obligations of such Stockholder, enforceable against such Stockholder in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 4.3 The execution and delivery of this Agreement and a Proxy by such Stockholder do and will not, and the performance of this Agreement and a Proxy by such Stockholder will not result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (as defined in the Merger Agreement) (with or without notice or lapse of time) any right of first refusaltermination, limitation on dispositionamendment, adverse claim acceleration or cancellation of, or result (with or without notice or lapse of ownership or use or encumbrance time) in the creation of any kind ("Lien")encumbrance or restriction on any of such Stockholder’s Shares pursuant to, any contract to which such Stockholder is a party or by which such Stockholder or any of his, her or its affiliates or properties is or may be bound or affected. 4.4 Subject to and without limiting in any respect, Section 2.2, Stockholder shall not advise or counsel or seek to advise or counsel any Person to vote against the First Step Merger, any of the other than restrictions imposed transactions contemplated by the securities laws or Liens arising under this Merger Agreement, or any matter that could reasonably be expected to facilitate the Merger Agreement and the Securities Purchase Agreement (and, in the case of such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer than the securities set forth on Schedule I. For purposes of this Agreement, "Control" shall mean the right, power and authority to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entityFirst Step Merger.

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and warrants to, and covenants and agrees with, the Company as to itself B&G Foods that: (a) Such Stockholder has full legal right, capacity, power and authority (including the due authorization by all necessary corporate, limited liability company corporate or partnership action in the case of Stockholders who are corporations, limited liability companies corporate or partnershipspartnership Stockholders) to enter into this Agreement and to perform such Stockholder's ’s obligations hereunder without the need for the consent of any other person or entity, except, in the case of CIT, the consent of Protostar Equity Partners, L.P., a Delaware limited partnership (“Protostar”), which consent has been obtained on or prior to the date hereof and a copy of which has been provided to B&G Foods; and this Agreement has been duly authorized, executed and delivered by and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with the terms hereof. (b) To the knowledge of the Stockholders, the execution, delivery Such Management Stockholder’s residence address and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to itsocial security number are as set forth on Exhibit C hereto. (c) Each Such Stockholder represents that it is and will at Closing be the sole record (except as otherwise noted on Schedule I) and beneficial owner of, with Control not effect a Transfer (as defined belowhereinafter defined) over, of any Securities or XXXx (including the shares of Bakex Xxxmon Class A Common Stock and/or options and the Senior Subordinated Notes comprising the XXXx) 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 purchase Bakex Xxxmon an available exemption therefrom, and, without limiting the foregoing, will not effect a Transfer of any Securities or XXXx (including the shares of Class A Common Stock and the Senior Subordinated Notes comprising the XXXx) 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 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 beside his, her or its opposite such Stockholder’s name on Schedule IExhibit A. Such Stockholder has good, valid and marketable title to the Existing Securities free and clear of any pledgeliens, liencharges, claims, pledges, security interestinterests, mortgageconditional sale agreements, chargeand other encumbrances whatsoever, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("Lien"), other than restrictions imposed by the securities laws or Liens arising under this Agreement, the Merger Agreement and the Securities Purchase Agreement (andexcept, in the case of such optionsCIT, a conditional sale agreement to Protostar, a copy of which has been provided to B&G Foods (the terms “CIT Conditional Sale Agreement”). (f) Such Stockholder has not sold, transferred, assigned, conveyed, pledged or encumbered in any manner whatsoever all or any part of the option agreement and plan document relating thereto). Existing Securities, except that CIT has entered into the CIT Conditional Sale Agreement. (g) Such Stockholder does not beneficially own any equity securities has received a copy of Bakex xxxer than the securities set forth on Schedule I. For purposes EIS Registration Statement, and that such Stockholder has been given the opportunity to obtain information regarding the business and affairs of this Agreement, "Control" shall mean the right, power and authority B&G Foods to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entitysuch Stockholder’s satisfaction.

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and warrants to, and covenants and agrees with, the Company as to itself that: (a) Such Stockholder has full legal right, power and authority (including the due authorization by all necessary corporate, limited liability company or partnership action in the case of Stockholders who are corporations, limited liability companies or partnerships) 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 by such Stockholder. (b) To the knowledge of the Stockholders, the execution, delivery and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to it. (c) Each Stockholder represents that it is and will at Closing be the sole record (except as otherwise noted on Schedule I) and beneficial owner of, with Control (as defined below) over, of the shares of Bakex Xxxmon Xxxxx Common Stock and/or options to purchase Bakex Xxxmon Xxxxx Common Stock set forth beside his, her or its name on Schedule I, free and clear of any pledge, lien, security interest, ---------- mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("Lien"), other than restrictions imposed by the securities laws or Liens ---- arising under this Agreement, the Merger Agreement and the Securities Purchase Agreement (and, in the case of such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer Xxxxx other than the securities set forth on Schedule -------- I. For purposes of this Agreement, "Control" shall mean the right, power and authority to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entity.-

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and warrants to, and covenants and agrees with, the Company as to itself that: (a) Such Stockholder has full legal right, power and authority (including the due authorization by all necessary corporate, limited liability company or partnership action in the case of Stockholders who are corporations, limited liability companies or partnerships) 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 by such Stockholder. (b) To the knowledge of the Stockholders, the execution, delivery and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to it. (c) Each Stockholder represents that it is and will at Closing be the sole record (except as otherwise noted on Schedule I) and ---------- beneficial owner of, with Control (as defined below) over, the shares of Bakex Xxxmon Xxxxx Common Stock and/or options to purchase Bakex Xxxmon Xxxxx Common Stock set forth beside his, her or its name on Schedule I, free and clear of any pledge, lien, security ---------- interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("Lien"), other than restrictions imposed by the securities laws or ---- Liens arising under this Agreement, the Merger Agreement and the Securities Purchase Agreement (and, in the case of such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer Xxxxx other than the securities set forth on Schedule I. For purposes of this Agreement, "Control" shall mean the ---------- ------- right, power and authority to vote and to sell shares of Bakex Xxxmon Xxxxx Common Stock and/or options to purchase Bakex Xxxmon Xxxxx Common Stock without the need for the consent of any other person or entity.

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and Stockholder represents, warrants to, and covenants and agrees with, the Company as to itself thatfollows: (a) Such Stockholder has full legal right, power and authority (including to execute this Agreement, to make the due authorization by all necessary corporaterepresentations, limited liability company or partnership action in the case of Stockholders who are corporations, limited liability companies or partnerships) to enter into this Agreement warranties and covenants herein contained 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 by such Stockholderhereunder. (b) To the knowledge Appendix A attached hereto sets forth all shares of the StockholdersDSNC Common Stock owned by such Stockholder, the execution, delivery including all DSNC Common Stock as to which such Stockholder bas sole or shared voting or investment power and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable all rights and options to itacquire DSNC Common Stock. (c) Such Stockholder will not sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of Tek Preferred Stock that such Stockholder may acquire in connection with the Merger or acquire upon exercise of any option or right to acquire Tek Preferred Stock, which option or right is acquired in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of Tek being herein sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless (i) such transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act (as described in Section 6 below), or (ii) counsel representing such Stockholder shall have advised Tek in a written opinion letter satisfactory to Tek and Tek's legal counsel, and upon which Tek and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition, or (iii) a registration statement under the Securities Act covering the Tek Preferred Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act, or (iv) an authorized representative of the SEC shall have rendered written advice to such Stockholder (sought by such Stockholder or counsel to such Stockholder, with a copy thereof and all other related communications delivered to Tek) to the effect that the SEC would take no action, or that the staff' of the SEC would not recommend that the SEC take action, with respect to the proposed disposition if consummated. (d) Notwithstanding any other provision of this Agreement to the contrary, such Stockholder will not sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce such Stockholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any DSNC Common Stock or any rights, options or warrants to purchase DSNC Common Stock, or any Restricted Securities or other securities of Tek (i) during the 30-day period immediately preceding the Effective Time of the Merger and (ii) until such time after the Effective Time of the Merger as Tek has publicly released a report including the combined financial results of Tek and DSNC for a period of at least 30 days of combined operations of Tek and DSNC within the meaning of Accounting Series Release No. 130, as amended, of the SEC. Tek agrees to publish such financial results expeditiously in a manner consistent with its prior practices; provided, that nothing contained herein shall obligate Tek to publish its financial results other than on a quarterly basis. (e) Each Stockholder represents that it is has, and as of the Effective Time of the Merger will at Closing be the sole record have, no present plan or intention (except as a "Plan") to sell, transfer, exchange, pledge (other than in a pre-existing bona fide margin account) or otherwise noted on Schedule I) and beneficial owner dispose of, including a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing, a "Sale") of more than 50% of the shares of Tek Preferred Stock that Stockholder may acquire in connection with Control the Merger, or any securities that may be paid as a dividend or otherwise distributed thereof or with respect thereto or issued or delivered in exchange or substitution therefor. For purposes of the preceding sentence, shares of DSNC Common Stock (or the portion thereof, (i) with respect to which any applicable dissenters' rights are exercised, (ii) which are exchanged for cash in lieu of fractional shares of Tek Preferred Stock, or (iii) with respect to which a Sale (A) in a Related Transaction (as defined below) overor (B) will occur prior to the Merger, the shall be considered to be shares of Bakex Xxxmon DSNC Common Stock and/or options to purchase Bakex Xxxmon Stock set forth beside his, her or its name on Schedule I, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("Lien"), other than restrictions imposed by the securities laws or Liens arising under this Agreement, that are exchanged for Tek stock in the Merger Agreement and the Securities Purchase Agreement (and, in the case then disposed of such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer than the securities set forth on Schedule I. For purposes of this Agreement, "Control" shall mean the right, power and authority to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entity.pursuant to

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and warrants to, and covenants and agrees with, the Company as to itself B&G Foods that: (a) Such Stockholder has full legal right, capacity, power and authority (including the due authorization by all necessary corporate, limited liability company corporate or partnership action in the case of Stockholders who are corporations, limited liability companies corporate or partnershipspartnership Stockholders) to enter into this Agreement and to perform such Stockholder's ’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 by and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with the terms hereof. (b) To the knowledge of the Stockholders, the execution, delivery Such Management Stockholder’s residence address and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to itsocial security number are as set forth on Exhibit C hereto. (c) Each Such Stockholder represents will not effect a Transfer (as hereinafter defined) of any Securities or the XXXx (including the shares of Class A Common Stock and the Senior Subordinated Notes comprising the XXXx) 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 XXXx (including the shares of Class A Common Stock and the Senior Subordinated Notes comprising the XXXx) prior to the lapse of such period of time following acquisition thereof as may be required to comply with applicable state securities laws. (d) Such Stockholder hereby waives any preemptive rights or registration rights, or the failure to receive advance notice under any such rights, that it is such Stockholder may have had under the Existing Securities Holders Agreement, and will at Closing be any such preemptive rights or registration rights under the sole record Existing Securities Holders Agreement are no longer of any force or effect. (except as otherwise noted on Schedule Ie) Such Stockholder has good, valid and beneficial owner of, with Control marketable title to the Repurchased Securities (as defined belowin Section 7.1 herein) over, the shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock set forth beside his, her or its name on Schedule I, free and clear of any pledgeliens, liencharges, claims, pledges, security interestinterests, mortgageconditional sale agreements, chargeand other encumbrances whatsoever. (f) Such Stockholder has not sold, claimtransferred, equityassigned, optionconveyed, proxy, voting restriction, voting trust pledged or agreement, understanding, arrangement, right encumbered in any manner whatsoever all or any part of first refusal, limitation on disposition, adverse claim the Repurchased Securities. (g) Such Stockholder has received a copy of ownership or use or encumbrance of any kind ("Lien"), other than restrictions imposed by the securities laws or Liens arising under this Agreement, the Merger Agreement and Form S-1 Registration Statement as filed with the Securities Purchase Agreement (andand Exchange Commission, in and that such Stockholder has been given the case opportunity to obtain information regarding the business and affairs of B&G Foods to such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer than the securities set forth on Schedule I. For purposes of this Agreement, "Control" shall mean the right, power and authority to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entityStockholder's satisfaction.

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and Stockholder hereby represents, warrants to, and covenants and agrees with, to the Company as to itself thatfollows: (a) Such 4.1 Stockholder has full legal right, power and authority (including is the due authorization by all necessary corporate, limited liability company or partnership action in the case of Stockholders who are corporations, limited liability companies or partnerships) 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 by such Stockholder. (b) To the knowledge beneficial owner of the Stockholders, the execution, delivery number of Shares and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to it. (c) Each Stockholder represents that it is and will at Closing be the sole record (except as otherwise noted on Schedule I) and beneficial owner of, with Control (as defined below) over, the shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock set forth beside Shares listed opposite his, her or its name on Schedule ISCHEDULE A. The number of Shares set forth on SCHEDULE A are the only Shares beneficially owned by Stockholder and, except as set forth on SCHEDULE A, Stockholder holds no options to purchase or rights to subscribe for or otherwise acquire any securities of Parent and has no other interest in or voting rights with respect to any securities of Parent. As of the date hereof, except as set forth on the signature page hereto, (i) such Stockholder's Shares are free and clear of any pledgeliens, lienclaims, security interestoptions, mortgagecharges or other encumbrances, charge, claim, equity, option, proxy, voting restriction, (ii) none of such Stockholder's Shares are deposited into a voting trust with voting instructions inconsistent with any of the provisions of Section 2; and (iii) other than a Proxy, no proxy is granted, and no voting agreement or agreementsimilar agreement is entered into, understandingwith respect to any of such Stockholder's Shares that is inconsistent with any of the provisions of Section 2. 4.2 Stockholder has the legal capacity and absolute and unrestricted right, arrangementpower, authority and capacity to execute and deliver this Agreement and a Proxy, and to perform its obligations hereunder and thereunder. This Agreement has been (and a Proxy will be) duly executed and delivered by such Stockholder and constitute legal, valid and binding obligations of such Stockholder, enforceable against such Stockholder in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 4.3 The execution and delivery of this Agreement and a Proxy by such Stockholder do and will not, and the performance of this Agreement and a Proxy by such Stockholder will not result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (as defined in the Merger Agreement) (with or without notice or lapse of time) any right of first refusaltermination, limitation on dispositionamendment, adverse claim acceleration or cancellation of, or result (with or without notice or lapse of ownership or use or encumbrance time) in the creation of any kind ("Lien")encumbrance or restriction on any of such Stockholder's Shares pursuant to, any contract to which such Stockholder is a party or by which such Stockholder or any of his, her or its affiliates or properties is or may be bound or affected. 4.4 Subject to and without limiting in any respect, Section 2.2, Stockholder shall not advise or counsel or seek to advise or counsel any Person to vote against the First Step Merger, any of the other than restrictions imposed transactions contemplated by the securities laws or Liens arising under this Merger Agreement, or any matter that could reasonably be expected to facilitate the Merger Agreement and the Securities Purchase Agreement (and, in the case of such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer than the securities set forth on Schedule I. For purposes of this Agreement, "Control" shall mean the right, power and authority to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entityFirst Step Merger.

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and warrants to, and covenants and agrees with, the Company as to itself B&G Foods that: (a) Such Stockholder has full legal right, capacity, power and authority (including the due authorization by all necessary corporate, limited liability company corporate or partnership action in the case of Stockholders who are corporations, limited liability companies corporate or partnershipspartnership Stockholders) to enter into this Agreement and to perform such Stockholder's ’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 by and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with the terms hereof. (b) To the knowledge of the Stockholders, the execution, delivery Such Management Stockholder’s residence address and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to itsocial security number are as set forth on Exhibit B hereto. (c) Each Such Stockholder represents that it is and will at Closing be the sole record (except as otherwise noted on Schedule I) and beneficial owner of, with Control not effect a Transfer (as defined belowhereinafter defined) over, of any Securities or XXXx (including the shares of Bakex Xxxmon Class A Common Stock and/or options and the Senior Subordinated Notes comprising the XXXx) 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 purchase Bakex Xxxmon an available exemption therefrom, and, without limiting the foregoing, will not effect a Transfer of any Securities or XXXx (including the shares of Class A Common Stock and the Senior Subordinated Notes comprising the XXXx) 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 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 beside his, her or its opposite such Stockholder’s name on Schedule IExhibit A. Such Stockholder has good, valid and marketable title to the Existing Securities free and clear of any pledgeliens, liencharges, claims, pledges, security interestinterests, mortgageconditional sale agreements, chargeand other encumbrances whatsoever. (f) Such Stockholder has not sold, claimtransferred, equityassigned, optionconveyed, proxy, voting restriction, voting trust pledged or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership encumbered in any manner whatsoever all or use or encumbrance of any kind ("Lien"), other than restrictions imposed by the securities laws or Liens arising under this Agreement, the Merger Agreement and the Securities Purchase Agreement (and, in the case of such options, the terms part of the option agreement and plan document relating thereto). Existing Securities. (g) Such Stockholder does not beneficially own any equity securities has received a copy of Bakex xxxer than the securities set forth on Schedule I. For purposes EIS Registration Statement, and that such Stockholder has been given the opportunity to obtain information regarding the business and affairs of this Agreement, "Control" shall mean the right, power and authority B&G Foods to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entitysuch Stockholder’s satisfaction.

Representations, Warranties and Covenants of Each Stockholder. Each of the Stockholders severally represents and warrants to, and covenants and agrees with, the Company as to itself B&G Foods that: (a) Such Stockholder has full legal right, capacity, power and authority (including the due authorization by all necessary corporate, limited liability company corporate or partnership action in the case of Stockholders who are corporations, limited liability companies corporate or partnershipspartnership Stockholders) to enter into this Agreement and to perform such Stockholder's ’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 by and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with the terms hereof. (b) To the knowledge of the Stockholders, the execution, delivery Such Management Stockholder’s residence address and performance of this Agreement by each Stockholder does not contravene or violate any laws, rules or regulations applicable to itsocial security number are as set forth on Exhibit B hereto. (c) Each Such Stockholder represents that it is and will at Closing be the sole record (except as otherwise noted on Schedule I) and beneficial owner of, with Control not effect a Transfer (as defined belowhereinafter defined) over, of any Securities or XXXx (including the shares of Bakex Xxxmon Class A Common Stock and/or options and the Senior Subordinated Notes comprising the XXXx) 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 purchase Bakex Xxxmon Stock set forth beside hisan available exemption therefrom, her or its name on Schedule Iand, free and clear without limiting the foregoing, will not effect a Transfer of any pledgeSecurities or XXXx (including the shares of Class A Common Stock and the Senior Subordinated Notes comprising the XXXx) 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, liensuch Stockholder hereby waives any preemptive rights or registration rights, security interestincluding any rights relating to the failure to receive advance notice in connection with any such rights, mortgagethat such Stockholder may have had under the Existing Securities Holders Agreement, chargeand any such preemptive rights, claim, equity, option, proxy, voting restriction, voting trust registration rights or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance rights in connection therewith under the Existing Securities Holders Agreement are no longer of any kind ("Lien"), other than restrictions imposed by the securities laws force or Liens arising under this Agreement, the Merger Agreement and the Securities Purchase Agreement (and, in the case of such options, the terms of the option agreement and plan document relating thereto). Such Stockholder does not beneficially own any equity securities of Bakex xxxer than the securities set forth on Schedule I. For purposes of this Agreement, "Control" shall mean the right, power and authority to vote and to sell shares of Bakex Xxxmon Stock and/or options to purchase Bakex Xxxmon Stock without the need for the consent of any other person or entityeffect.