Stock Repurchase And Exchange Agreement

Execution Copy

STOCK REPURCHASE AND EXCHANGE AGREEMENT

THIS STOCK REPURCHASE AND EXCHANGE AGREEMENT (the " Agreement "), dated as of May 9, 2007, is by and between B&G FOODS, INC., a Delaware corporation (the " Company "), and the holders of Class B common stock listed on Schedule A hereto (each, a " Holder " and collectively, the " Holders .")

Background

A. Each Holder owns the number of shares listed opposite his, her or its name on Schedule A (the " Shares ") of the Class B common stock, par value $0.01 per share, of the Company (the " Class B common stock ").

B. Each Holder has requested that the Company (i) repurchase all or a portion of such Holder92s Shares from the Holder (the " Purchase Shares ") and (ii) exchange the Holder92s remaining Shares (the " Exchange Shares ") for the same number of shares of the Class A common stock, par value $0.01 per share, of the Company (the " Class A common stock "), all as set forth on Schedule A .

C. The Company proposes to sell shares of its Class A common stock in an underwritten public offering (the " Offering ") and intends to use a portion of the proceeds from the Offering to repurchase the Purchase Shares.

D. The Company and the Holders are parties to the Second Amended and Restated Securities Holders Agreement, dated as of October 14, 2004 (the " Securities Holders Agreement ").

E. The Company and Bruckmann, Rosser, Sherrill & Co., Inc. (" BRSI ") are parties to the Amended and Restated Transaction Services Agreement, dated as of September 30, 2004 (the " Transaction Services Agreement ").

F. Concurrent with the Company92s initial public offering of its Enhanced Income Securities in October 2004, B&G Foods Holdings Corp. merged with and into the Company, with the Company as survivor of such merger.

G. The Company and the Holders desire to terminate the Securities Holders Agreement.

H. The Company and BRSI desire to terminate the Transaction Services Agreement.

I. The Holders who have requested that the Company repurchase the Purchase Shares from such Holders (each, a " Selling Holder " and collectively, the " Selling Holders ") desire to sell their Purchase Shares to the Company and the Company desires to purchase such Purchase Shares from such Selling Holders upon the terms and conditions specified herein.










J. The Holders who have requested that the Company exchange the Exchange Shares into shares of Class A common stock (each, an " Exchanging Holder " and collectively, the " Exchanging Holders ") desire to exchange their Exchange Shares for an equal number of shares of Class A common stock and the Company desires to exchange an equal number of shares of Class A common stock for the Exchange Shares upon the terms and conditions specified herein.

Terms

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Purchase and Sale of the Purchase Shares . Each Selling Holder agrees to sell to the Company, and the Company agrees to purchase from each Selling Holder, such Selling Holder92s 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:



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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 Holder92s obligations hereunder, without the need for the consent of any other person or entity other than those consents which have been obtained.

c. This Agreement has been duly and validly executed and delivered by such Holder and constitutes the legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms.

d. Such Holder has no other present or future right or interest in or to any shares of Class B common stock, other than such Holder92s ownership of the Shares.

e. Giving effect to the Closing, the Company has acquired hereby good and valid title to such Holder92s Shares, free and clear of any and all liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances.

f. (1) Such Holder has reviewed the Registration Statement, the prospectus supplements and free writing prospectuses, if any, filed by the Company with respect to the Offering, (2) by reason of his, her or its business and financial experience, and the business and financial experience of his, her or its advisors, together with such advisers, such Holder has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the sale and/or exchange of the Shares, and (3) such Holder believes he, she or it has reviewed sufficient information about the Company and the Offering to enable such Holder to make an informed decision with respect to his, her or its sale and/or exchange of the Shares.

g. Such Holder acknowledges that (1) the issuance of any shares of Class A common stock to be exchanged for the Exchange Shares will be made pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, (2) any further sale or transfer of the shares of Class A common stock to be exchanged for the Exchange Shares will be subject to the registration requirements of the Securities Act of 1933 or an exemption therefrom and (3) at the Closing, the shares of Class A common stock exchanged for the Exchange Shares ...