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Exhibit 10.12


FORM OF SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT

dated as of October [___], 2004

among

B&G FOODS HOLDINGS CORP.

BRUCKMANN, ROSSER, SHERRILL & CO., L.P.,

CANTERBURY MEZZANINE CAPITAL II, L.P.,

PROTOSTAR EQUITY PARTNERS, L.P.

and

MANAGEMENT STOCKHOLDERS


TABLE OF CONTENTS


ARTICLE I

REPRESENTATIONS, WARRANTIES AND COVENANTS OF B&G FOODS


1.1.

Representations, Warranties and Covenants of B&G Foods

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH STOCKHOLDER


2.1.

Representations, Warranties and Covenants of Each Stockholder


2.2.

Legend


2.3.

Provisions Regarding Transfers of Securities


2.4.

Notation


2.5.

Limitation on Repurchase of Securities and Dividend Payments


2.6.

Restrictions on Acquisition of Senior Subordinated Notes


2.7.

Lock-Up Agreements


2.8.

Reliance

ARTICLE III

OTHER COVENANTS AND REPRESENTATIONS


3.1.

Covenant Not to Compete

ARTICLE IV

CORPORATE ACTIONS


4.1.

Directors


4.2.

Right to Remove Certain of B&G Foods' Directors


4.3.

Right to Fill Certain Vacancies in B&G Foods' Board


4.4.

Confidentiality

ARTICLE V


CLASS B COMMON STOCK REPURCHASES


5.1.

Class B Common Stock Repurchases

ARTICLE VI

REGISTRATION RIGHTS

ARTICLE VII

AMENDMENT AND RESTATEMENT; REPURCHASE OF PREFERRED STOCK, CLASS B COMMON STOCK, WARRANTS AND OPTIONS


7.1.

Amendment and Restatement of Existing Securities Holders Agreement; Approvals of Initial Public Offering Transactions


7.2.

Repurchase Upon Initial Public Offering


7.3.

Repurchase Upon Exercise of the Over-Allotment Option


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TABLE OF CONTENTS (continued)


7.4.

Repurchase Price


7.5.

Exercise of Remaining Existing Warrants Following IPO and Expiration of Over-Allotment Option


7.6.

Release From Liability

ARTICLE VIII

MISCELLANEOUS


8.1.

Amendment and Modification


8.2.

Survival of Representations and Warranties


8.3.

Successors and Assigns; Entire Agreement


8.4.

Separability


8.5.

Notices


8.6.

Governing Law


8.7.

Headings


8.8.

Counterparts


8.9.

Further Assurances


8.10.

Remedies


8.11.

Party No Longer Owning Securities


8.12.

No Effect on Employment


8.13.

Pronouns


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SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT

SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of October [__], 2004 (the " Agreement" ), by and among (1) B&G FOODS HOLDINGS CORP., a Delaware corporation (" B&G Foods" ), (2) BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a Delaware limited partnership (" BRS" ), the individuals listed on Exhibit A hereto as the BRS Stockholders (the " BRS Stockholders" and, together with BRS and their respective BRS Permitted Transferees, the " BRS Entities" ), (3) CANTERBURY MEZZANINE CAPITAL II, L.P., a Delaware limited partnership (" Canterbury" and, together with its Permitted Transferees, the " Canterbury Entities" ), (4) PROTOSTAR EQUITY PARTNERS, L.P., a Delaware limited partnership, as successor in interest to The CIT Group/Equity Investments, Inc. (" Protostar" and, together with its Permitted Transferees, the " Protostar Entities" ), and (5) the individuals listed on Exhibit A hereto as " Management Stockholders" (such individuals, together with their Permitted Transferees, the " Management Stockholders" ). The BRS Entities, the Canterbury Entities, the Protostar Entities and the Management Stockholders are sometimes referred to hereinafter individually as a " Stockholder" and collectively as the " Stockholders."

Background

A. B&G Foods and the Stockholders are parties to the Amended and Restated Securities Holders Agreement, dated as of December 22, 1999 (the " Existing Securities Holders Agreement" ), and desire to amend and restate the Existing Securities Holders Agreement in its entirety effective upon consummation of the Initial Public Offering (as defined below).

B. Prior to the Initial Public Offering each of the BRS Entities is the record owner of (i) the number of shares of Common Stock, par value $.01 per share (the " Existing Common Stock" ), of B&G Foods set forth opposite its name on Exhibit A hereto, (ii) the number of shares of 13% Series A Cumulative Preferred Stock, par value $.01 per share (the " Series A Preferred Stock" ), of B&G Foods set forth opposite its name on Exhibit A hereto, (iii) the number of shares of 13% Series B Cumulative Preferred Stock, par value $.01 per share (the " Series B Preferred Stock" ), of B&G Foods set forth opposite its name on Exhibit A hereto, (iv) the number of shares of Series C Senior Preferred Stock, par value $.01 per share (the " Series C Preferred Stock" ), of B&G Foods set forth opposite its name on Exhibit A hereto and (v) the number of warrants to purchase shares of Common Stock (the " Existing Warrants" ) of B&G Foods set forth opposite its name on Exhibit A hereto.

C. Canterbury is the record owner of (i) the number of shares of Series C Preferred Stock of B&G Foods set forth opposite its name on Exhibit A hereto and (ii) the number of Existing Warrants of B&G Foods set forth opposite its name on Exhibit A hereto.

D. Protostar is the record owner of (i) the number of shares of Series C Preferred Stock of B&G Foods set forth opposite its name on Exhibit A hereto and (ii) the number of Warrants of B&G Foods set forth opposite its name on Exhibit A hereto.

E. Each of the Management Stockholders is the record owner of (i) the number of shares of Existing Common Stock of B&G Foods set forth opposite his or her name on Exhibit A hereto, (ii) the number of shares of Series A Preferred Stock of Holdings Corp. set forth opposite his or her name on Exhibit A hereto and (iii) the number of stock options to purchase shares of Existing Common Stock (the " Existing Options" ) of Holdings Corp. set forth opposite his or her name on Exhibit A hereto.

F. B&G Foods desires to conduct an initial public offering (the " Initial Public Offering" ) of Enhanced Income Securities (" EISs" ), each initially representing one share of B&G Foods Class A Common Stock, par value $0.01 per share (the " Class A Common Stock" ) and $7.15 aggregate principal amount of B&G Foods' Senior Subordinated Notes (the " Senior Subordinated Notes" ) pursuant to a registration statement on Form S-1 (the " EIS Registration Statement" ) filed under the Securities Act of 1933, as amended (the " Securities Act" ).

G. Immediately prior to the Initial Public Offering, B&G Foods, Inc. will be merged with and into B&G Foods Holdings Corp., the sole asset of which is the capital stock of B&G Foods, Inc. (the " Merger" ). Concurrently with the Merger, B&G Foods Holdings Corp. will be renamed B&G Foods, Inc. (the " Name Change" ).

H. At the effective time of the Merger (the " Effective Time" ), each share of B&G Foods' Existing Common Stock issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted (the " Reclassification and Conversion" ) into 109.8901 shares of B&G Foods' Class B Common Stock, par value $0.01 per share (" Class B Common Stock" ). Any stock certificate that, immediately prior to the Effective Time, represented shares of the Existing Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of Class B Common Stock as equals the product obtained by multiplying the number of shares of Existing Common Stock represented by such certificate immediately prior to the Effective Time by 109.8901. In lieu of any fractional shares to which the holders of the Existing Common Stock would otherwise be entitled upon conversion, B&G Foods shall pay cash equal to such fraction multiplied by the fair market value (as determined by the Board Directors of B&G Foods) of one share of Class B Common Stock.

I. Upon completion of the Initial Public Offering, B&G Foods shall subject to the terms and conditions set forth in this Agreement repurchase from the Stockholders Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Class B Common Stock, Existing Options and Existing Warrants as set forth in Article VII, and, following the expiration of the Over-Allotment Option (as defined below), any Existing Warrants not so repurchased will be exercised by the holders thereof for shares of Class B Common Stock.

J. Pursuant to an underwriting agreement to be entered into among B&G Foods and the underwriters of the Initial Public Offering (collectively, the " Underwriters" ), B&G Foods will grant to the Underwriters an option to purchase additional EISs (the " Over-Allotment Option" ). If the Underwriters exercise their Over-Allotment Option, B&G Foods will repurchase a portion of the remaining Existing Warrants and shares of Class B Common Stock held by the Stockholders.


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K. As used herein, the term " Subsidiaries" shall mean, collectively, (i) BGH Holdings, Inc., a Delaware corporation, (ii) Bloch & Guggenheimer, Inc., a Delaware corporation, (iii) Heritage Acquisition Corp., a Delaware corporation, (iv) Les Produits Alimentaires Jacques Et Fils, Inc., a Quebec corporation, (v) Maple Grove Farms of Vermont, Inc., a Vermont corporation, (vi) Ortega Holdings Inc., a Delaware corporation, (vii) Polaner, Inc., a Delaware corporation, (viii) Trappey' s Fine Foods, Inc., a Delaware corporation, (ix) William Underwood Company, a Massachusetts business trust, and (x) all future subsidiaries of B&G Foods, and the term " Subsidiary" shall be construed accordingly. As used herein, the term " Securities" shall mean the Class B Common Stock, the Existing Warrants and any options to purchase shares of Class B Common Stock (" Class B Options" ) held by any Stockholder after the date of consummation of the Initial Public Offering, including shares of Class B Common Stock, Class B Options and all other securities of B&G Foods or a successor to B&G Foods (other than EISs, shares of Class A Common Stock and Senior Subordinated Notes (each as defined below)), including, without limitation, all securities (other than EISs, shares of Class A Common Stock and Senior Subordinated Notes) issued in connection with any merger, consolidation, stock dividend, stock distribution, stock split, reverse stock split, stock combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof. A reference to any class of Securities shall be deemed to include reference to all Securities issued in respect thereof. As used herein, the term " Existing Securities" shall mean collectively the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Existing Common Stock, the Existing Options and the Existing Warrants.

L. The Stockholders and B&G Foods wish to set forth, among other things, certain agreements regarding their future relationships and their rights and obligations with respect to the Securities.

Terms

In consideration of the mutual representations, warranties and covenants contained herein, and intending to be legally bound hereby, the parties hereto acknowledge and agree that this Agreement shall in accordance with Section 7.1 hereof amend and supersede in its entirety the Existing Securities Holders Agreement, and agree as follows:

ARTICLE I REPRESENTATIONS, WARRANTIES AND COVENANTS OF B&G FOODS 1.1. Representations, Warranties and Covenants of B&G Foods . B&G Foods represents and warrants to, and covenants and agrees with, each of the Stockholders as follows: (a) B&G Foods is a corporation validly existing and in good standing under the laws of the State of Delaware. (b) B&G Foods has full corporate power and corporate authority to make, execute, deliver and perform this Agreement and to carry out all of the transactions provided for herein.

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(c) B&G Foods has taken such corporate action as is necessary or appropriate to enable it to perform its obligations hereunder, and this Agreement constitutes the legal, valid and binding obligation of B&G Foods, enforceable against B&G Foods in accordance with the terms hereof. (d) [As of the date of consummation of the Initial Public Offering (after giving effect to the Initial Public Offering and the repurchase of the securities of B&G Foods as set forth in Section 7.2 hereof, the authorized capital stock of B&G Foods will consist of (i) 125,000,000 shares of Common Stock, consisting of 100,000,000 shares of Class A Common Stock and 25,000,000 shares of Class B Common Stock, of which 20,776,985 shares of Class A Common Stock, or if the Over-Allotment Option (as defined below) is exercised in full 23,893,533 shares of Class A Common Stock, and 12,787,781 shares of Class B Common Stock, or if the Over-Allotment Option is exercised in full 7,556,446 shares of Class B Common Stock, will be issued and outstanding and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share (such shares, of any class whether heretofore or hereafter 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.

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(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 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 opposite such Stockholder' s name on Exhibit A . Such Stockholder has good, valid and marketable title to the Existing Securities free and clear of any liens, charges, claims, pledges, security interests, conditional sale agreements, and other encumbrances whatsoever. (f) Such Stockholder has not sold, transferred, assigned, conveyed, pledged or encumbered in any manner whatsoever all or any part of the Existing Securities. (g) Such Stockholder has received a copy of the EIS Registration Statement, and that such Stockholder has been given the opportunity to obtain information regarding the business and affairs of B&G Foods to such Stockholder' s satisfaction. 2.2. Legend . The certificates representing the Securities, including certificates issued upon any voluntary or involuntary transfer of such Securities, unless such transfer is pursuant to a registered public offering of the Securities, or the conditions specified in Section 2.3 hereof are satisfied, shall bear the following legend in addition to any other legend required under applicable law: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT" ), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO B&G FOODS, INC., THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT BY AND AMONG B&G FOODS, INC. AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON


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FILE AT THE PRINCIPAL OFFICE OF B&G FOODS, INC. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.

2.3. Provisions Regarding Transfers of Securities . The following provisions shall apply with respect to the Transfer (as hereinafter defined) of any Securities owned by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar Entity: (a) Each Management Stockholder, BRS Entity, Canterbury Entity and Protostar Entity is prohibited from Transferring any of his or its Securities except in the following circumstances: (i) to Permitted Transferees (as hereinafter defined), (ii) beginning on the day after the expiration of the Lock-Up Period (as defined in Section 2.7 hereof), to third parties in private sales exempt from or not subject to the registration requirements of the Securities Act, and (iii) pursuant to an effective registration statement under the Securities Act; provided , however , that, in the case of any such Transfer, except in the case of a sale pursuant to an effective registration statement, each such transferee shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were a party hereto, including, without limitation, the representations, warrants and covenants contained in Section 2.6 hereof; and provided , further , that no Transfer shall be effected except in compliance with the registration requirements of the Securities Act (and applicable state securities laws) or pursuant to an available exemption therefrom. (b) No Transfer shall, in any event, except in the case of a sale pursuant to an effective registration statement, be made by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar Entity unless in connection with such Transfer, the applicable transferee has complied with the terms and provisions of this Agreement. No Management Stockholder, BRS Entity, Canterbury Entity, Protostar Entity or transferee may effect any Transfer of Securities, whether to a Permitted Transferee or otherwise, unless the transferee executes an agreement pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement (including, without limitation, the representations, warranties and covenants contained in Section 2.6 hereof) applicable to the transferor (except in the case of a sale pursuant to an effective registration statement under the Securities Act or as otherwise specifically provided herein). Any purported Transfer in violation of this covenant shall be null and void and of no force and effect and the purported transferee shall have no rights or privileges in or with respect to B&G Foods. As used herein, " Transfer" means the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights (including any proxy or similar arrangement (whether or not revocable)) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to B&G Foods describing the manner and circumstances of the proposed Transfer accompanied, if requested by B&G Foods, by a written opinion of legal counsel reasonably satisfactory to B&G Foods, addressed to B&G Foods and the transfer agent, if other than B&G


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Foods, and reasonably satisfactory in form and substance to each addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legend set forth in Section 2.2, except that such certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act or applicable state securities laws.

(c) As used herein, " Permitted Transferee" shall mean: (i) in the case of any Management Stockholder, (A) B&G Foods or any BRS Entity, (B) any spouse or lineal descendant of a Management Stockholder, or any heir, executor, administrator, testamentary trustee, legatee or beneficiary of a Management Stockholder or any of the foregoing persons referred to in this clause (B) (collectively, " Management Stockholder Associates" ) and (C) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general and limited partners of which include only such Management Stockholders and their respective Management Stockholder Associates; (ii) in the case of any BRS Entity, (A) any other BRS Entity, (B) any Affiliate (as hereinafter defined) of any BRS Entity, (C) any member or partner of BRS, provided that, in the case of a distribution to BRS' s members or partners, such distribution shall be made in accordance with the terms of its agreement of limited partnership, (D) any spouse or lineal descendant of a member or partner of BRS, or any heir, executor, administrator, testamentary trustee, legatee or beneficiary of BRS or any of the foregoing persons referred to in this clause (D) (collectively, " BRS Associates" ), (E) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general and limited partners of which include only BRS or their respective BRS Associates, and (F) one or more banks or other financial institutions or entities which are not then in direct competition with B&G Foods or any of the Subsidiaries, but only if BRS is required to make a Transfer of its Securities to such bank or financial institution or entity pursuant to BRS' s agreement of limited partnership or in connection with any dissolution of BRS pursuant to its agreement of limited partnership; (iii) in the case of any Canterbury Entity, (A) any other Canterbury Entity, (B) any Affiliate of any Canterbury Entity, (C) any member or partner of Canterbury, provided that, in the case of a distribution to Canterbury' s members or partners, such distribution shall be made pro rata to all such members or partners in accordance with the terms of its agreement of limited partnership and (D) one or more banks or other financial institutions or entities which are not then in direct competition with B&G Foods or any of the Subsidiaries, but only if Canterbury is required to make a Transfer of its Securities to such bank or financial institution or entity pursuant to Canterbury' s agreement of limited partnership or in connection with any dissolution of Canterbury pursuant to its agreement of limited partnership; and (iv) in the case of any Protostar Entity, (A) any other Protostar Entity or (B) any Affiliate of any Protostar Entity.

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(d) As used herein, " Affiliate" of any person means any person, directly or indirectly, controlling, controlled by or under common control with such person, and includes any person who is an officer, director or employee of such person and any person who would be deemed to be an " affiliate" or an " associate" of such person, as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. As used in this definition, " controlling" (including, with its correlative meanings, " controlled by" and " under common control with" ) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, partnership or other ownership interests, by contract or otherwise). 2.4. Notation . A notation will be made in the appropriate transfer records of B&G Foods with respect to the restrictions on transfer of the Securities referred to in this Agreement. 2.5. Limitation on Repurchase ofSecurities and Dividend Payments . Each Stockholder understands that B&G Foods has entered into certain financing agreements which contain prohibitions, restrictions and limitations on the ability of B&G Foods to purchase any of the Securities and, under certain circumstances, to pay dividends on the Class B Common Stock. 2.6. Restrictions on Acquisition ofSenior Subordinated Notes . Each Stockholder hereby represents that it does not currently hold any Senior Subordinated Notes. So long as any EISs are issued and outstanding, each Stockholder agrees that it shall not purchase or otherwise acquire any Senior Subordinated Notes other than Senior Subordinated Notes (i) issued or distributed to such Stockholder in connection with EISs previously acquired by such Stockholder or (ii) purchased or acquired in the form of EISs. Each Stockholder agrees that from time to time as requested by B&G Foods such Stockholder will provide a written certificate to B&G Foods certifying compliance with this Section 2.6. 2.7. Lock-Up Agreements . Each Stockholder agrees that it will enter into a lock-up agreement with the Underwriters as described in the EIS Registration Statement and substantially in the form provided to such Stockholder prior to the date hereof (each, a " Lock-Up Agreement" ) whereby such Stockholder will agree not to directly or indirectly, offer, sell or otherwise dispose of any EISs or shares of Class A Common Stock or Class B Common Stock, Senior Subordinated Notes or any securities which may be converted into or
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