X0202 4 2006-12-27 1 0000843494 ASCENDIA BRANDS, INC. ASB 0001326150 Prentice Capital Management, LP C/O PRENTICE CAPITAL MANAGEMENT, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001326156 Zimmerman Michael 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock ("Common Stock") 2006-12-27 4 J 0 2000000 0 D 1322482 I See Common Stock 2006-12-29 4 J 0 200000 0 D 1122482 I See Series B Preferred Stock 1.50 2006-12-27 4 J 0 300 0 A 2006-12-27 Common Stock 2000000 2000000 I See Series B1 Preferred Stock 1.50 2006-12-29 4 J 0 30 0 A 2006-12-29 Common Stock 200000 200000 I See Michael Zimmerman ("Mr. Zimmerman") controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital Management, LP ("Prentice Capital," together with Mr. Zimmerman, the "Reporting Persons"), the investment manager of Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd., Prentice Special Opportunities Master, L.P. and certain managed accounts (the "Investment Entities"). The Reporting Persons hold the reported securities indirectly through the Investment Entities. Mr. Zimmerman and Prentice Capital disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Pursuant to an Amendment and Exchange Agreement dated as of December 27, 2006, as amended by Amendment No.1 dated as of December 29, 2006, the Issuer and certain Investment Entities agreed to, among other things, exchange 2,200,000 Shares of Common Stock into 300 shares of Series B Preferred Stock and 30 shares of Series B-1 Preferred Stock. The preferred stock is convertible at any time at the holder's election. THE REPORTING PERSONS AND THE INVESTMENT ENTITIES ARE PROHIBITED FROM CONVERTING THE PREFERRED STOCK, IF AFTER SUCH CONVERSION THEY, AS A GROUP, WOULD BENEFICIALLY OWN MORE THAN 9.99% OF THE OUTSTANDING COMMON STOCK. Prentice Capital Management, LP, By: /s/ Michael Weiss as Chief Financial Officer 2006-12-29