EXHIBIT 24
----------
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Timothy Kraft and Jessica Morgan, or any of them acting singly, and with
full power of substitution, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer of Boulder Brands, Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder, and any
other forms or reports the undersigned may be required to file in
connection with the undersigned's ownership, acquisition, or
disposition of securities of the Company;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, or other form or report,
including without limitation, all forms or reports necessary to
obtain EDGAR Identification Numbers, and timely file such form or
report with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of
the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 18th day of September, 2015.
/s/ James E. Lewis
-------------------------------------------
Name: James E. Lewis
