REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2011 • BGS Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___, 2012, is made and entered into by and among BGS Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), and the undersigned Holders (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • March 26th, 2012 • BGS Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 20, 2012, is by and between BGS Acquisition Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
UNDERWRITING AGREEMENT between BGS ACQUISITION CORP. and THE PRINCERIDGE GROUP LLC Dated: March 20, 2012Underwriting Agreement • March 26th, 2012 • BGS Acquisition Corp. • Blank checks • New York
The undersigned, BGS Acquisition Corp., a British Virgin Islands company with limited liability (the “Company”), hereby confirms its agreement with The PrinceRidge Group LLC (“PrinceRidge”) and with the other underwriters named on Schedule I hereto for which PrinceRidge is acting as representative (PrinceRidge, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...BGS Acquisition Corp. • March 14th, 2012 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION OF THE COMPANY'S BUSINESS COMBINATION AND [___________], [______] AND WILL BE VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, [___________], [______].
INDEMNITY AGREEMENTIndemnity Agreement • February 2nd, 2012 • BGS Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2012, by and between BGS Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2012 • BGS Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of March 20, 2012 by and between BGS Acquisition Corp. (the “Company”), a British Virgin Islands business company, and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2012 • BGS Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2012, is made and entered into by and among BGS Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), Gutierrez (defined below), the Initial Investors (defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 26th, 2012 • BGS Acquisition Corp. • Blank checks • New York
This WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the 20th day of March, 2012, by and between BGS Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at BGS Group International, Olazabal 1150, Ciudad Autonoma de Buenos Aires Argentina 1428, and each of the parties listed on Schedule A (each, an “Investor” and collectively, the “Investors”).
March 20, 2012Letter Agreement • March 26th, 2012 • BGS Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between BGS Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”) and The PrinceRidge Group LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 4,000,000 of the Company’s units (the “Units”), each comprised of one ordinary share, no par value, of the Company (“Ordinary Share”) and one warrant exercisable for one Ordinary Share (each, a “Warrant”). The Units sold in the Offering shall be listed on the NASDAQ Capital Market pursuant to a registration statement on Form F-1, No. 333-178780 (the “Registration Statement”), and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used
ContractLoan Agreement • December 14th, 2012 • BGS Acquisition Corp. • Blank checks • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of March 20, 2012, is made and entered into by and between BGS Acquisition Corp., a British Virgin Islands company with limited liability (the “Company”), and Julio Gutierrez (“Lender”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2012 • BGS Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of __________, 2012 by and between BGS Acquisition Corp. (the “Company”), a British Virgin Islands business company, and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement (as defined below).
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • February 2nd, 2012 • BGS Acquisition Corp. • Blank checks • Virgin Islands
This WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 27th day of December, 2011, by and between BGS Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at BGS Group International, Olazabal 1150, Ciudad Autonoma de Buenos Aires Argentina 1428 and each of the individuals listed on Schedule A (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2012 • BGS Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of __________, 2012 by and between BGS Acquisition Corp. (the “Company”), a British Virgin Islands business company, and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement (as defined below).
MERGER AND SHARE EXCHANGE AGREEMENT dated August 13, 2013 by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability, as the Parent, BGS Acquisition Subsidiary, Inc., a Delaware corporation, as the Purchaser,...Merger and Share Exchange Agreement • August 23rd, 2013 • BGS Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of August 13, 2013 (the “Signing Date”), by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability (the “Parent”), BGS Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), BGS Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”), TransnetYX Holding Corp., a Delaware corporation (the “Target”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 28th, 2011 • BGS Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of __________, 2012 by and between BGS Acquisition Corp. (the “Company”), a British Virgin Islands business company, and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement (as defined below).
BGS Acquisition Corp. Olazabal 1150 Ciudad Autonoma de Buenos Aires Argentina 1428BGS Acquisition Corp. • December 28th, 2011 • Blank checks • Virgin Islands
We are pleased to accept the offer of Julio Gutierrez (“Subscriber”) to purchase an aggregate of 1,725,000 ordinary shares (the “Shares”) of BGS Acquisition Corp., a British Virgin Islands business company (the “Company”), of no par value per share (the “Ordinary Shares”), up to an aggregate of 225,000 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by Subscriber as described in this Agreement if the underwriters of the initial public offering (“IPO”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to Subscriber, and the Company and Subscriber’s agreement regarding the Shares, are as follows:
