SERVICES AGREEMENTServices Agreement • November 15th, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Delaware
ContractDistribution Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Delaware
GUARANTY AGREEMENTGuaranty Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to TRANSNETYX, INC., a Tennessee corporation (hereinafter called the "Borrower"), by LANDMARK COMMUNITY BANK, a Tennessee banking corporation (hereinafter called the "Lender"), the undersigned TRANSNETYX HOLDING CORPORATION (hereinafter the "Guarantor") hereby guarantees the full and prompt payment to the Lender, at maturity (whether by acceleration or otherwise) and at all times thereafter, of each and all of the following:
FORM OF AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTBGS Acquisition Subsidiary, Inc. • September 6th, 2013 • New York
Amendment No. 1, dated as of September __, 2013 (the “Amendment”), to the Investment Management Trust Agreement, dated as of March 20, 2012 (the ”IMTA Agreement“), by and between BGS Acquisition Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the IMTA Agreement.
LINE OF CREDIT NOTEBGS Acquisition Subsidiary, Inc. • October 21st, 2013 • Services-medical laboratories
FOR VALUE RECEIVED, the undersigned, TransnetYX, Inc., a Tennessee corporation (the “Maker”), promises to pay to the order of Landmark Bank, a Tennessee banking corporation, with offices in Memphis, Shelby County, Tennessee, (“Lender”; Lender and any subsequent holder[s] hereof are hereinafter referred to collectively as “Holder”), at the office of Lender at 1015 W. Poplar Avenue, Collierville, TN 38017, or at such other place as Holder may designate to Maker in writing from time to time, the principal sum of Two Million, Thirty-Four Thousand, Seven Hundred Seventy-Three and No/100 Dollars ($2,034,773.00), or such lesser amount as may be advanced here against, together with interest thereon or on so much thereof as is from time to time outstanding and unpaid, at the rates hereinafter set forth, in lawful money of the United States of America which shall at the time of payment be legal tender in payment of all debts and dues, public and private, such principal and interest to be paid in
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
This Loan and Security Agreement (the “Agreement”) dated as of June 25, 2013 by and between Landmark Community Bank, a Tennessee banking corporation (“Lender”), and TRANSNETYX, INC. ("Borrower").
AGREEMENTLease Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories
COUNTRY VILLAGE DEVELOPMENT (“Lessor”) proposes to lease to TRANSNETYX (“Lessee”) approximately 6,200 rentable square feet of office space situated at County Village Office Building, Suite ______________, Cordova, Shelby County, Tennessee (“Premises”), to be occupied by Lessee pursuant to a Standard Lease to be dated on or about the date hereof between Lessor and Lessee. Notwithstanding the current absence of a Standard Lease for the Premises, Lessee desires to provide Lessor assures with regard to Lessee's construction of Lessee's special tenant improvements, Lessor's construction of Lessee's tenant improvements and Lessor's incurrence of other costs and obligations with respect to the Premises.
LEASE AGREEMENTLease Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories
EMPLOYMENT AGREEMENT by and betweenEmployment Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 1st day of November, 2008 (“Effective Date”), by and between Transnetyx, Inc., a Tennessee corporation ("Company") and Michael Gahan, a resident of the State of Tennessee (“Employee”).
CONSULTING AGREEMENTConsulting Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
THIS CONSULTING AGREEMENT (this “Agreement”) effective as of January 1, 2011 (the “Effective Date”) by and between TRANSNETYX HOLDING CORP., a Delaware corporation (the “Company”), and THE HOFFMAN COMPANIES, LLC, with an address listed on the signature page hereto (the “Consultant”). The Hoffman Companies, LLC will provide the consulting services through the person of Mark Hoffman, Principal of The Hoffman Companies, LLC.
AMENDED AND RESTATED DISTRIBUTION AGREEMENT BY AND BETWEEN TACONIC FARMS, INC. AND TRANSNETYX, INC. DATED AS OF October 23, 2009Distribution Agreement • November 15th, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Delaware
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FORM OF AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • November 15th, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • New York
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”), dated as of November , 2013, is by and between YX Genomics, Inc., a Delaware corporation (“YXGI”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of __________, 2013 (“Effective Date”), by and between Black Diamond Holdings LLC, a Colorado limited liability Company (the “Restricted Holder”), and BGS Acquisition Subsidiary, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
MERGER AND SHARE EXCHANGE AGREEMENT dated June 26, 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 • September 6th, 2013 • BGS Acquisition Subsidiary, Inc. • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of June 26, 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”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), the Class A members of the Company listed on Schedule I (each a “Class A Member” and collectively the “Class A Members”), the Preferred Members of the Company (each a “Preferred Member” and collectively the “Preferred Members”) identified on Schedule I as the “Exchanging Preferred Members” (the “Exchanging Preferred Members”), and Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”).
FIFTH LEASE MODIFICATION AGREEMENTFifth Lease Modification Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories
THIS LEASE, ("Lease Modification Agreement") made and entered into this 11 day of January 2013 by and between 1250 PP Master Lessee, LLC herein called "Landlord," and TRANSNETYX, INC., herein called "Tenant."
EMPLOYMENT AGREEMENT by and between ROBERT J. BEAN and TRANSNETYX HOLDING CORP., TRANSNETYX, INC. and HARMONYX DIAGNOSTICS, INC.Employment Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
This Employment Agreement is entered into effective as of the 18th day of October, 2013 (“Effective Date”), by and between Transnetyx Holding Corp., a Delaware corporation (“Holdings”), Transnetyx, Inc., a Tennessee corporation and wholly-owned subsidiary of Holdings (“Transnetyx”), Harmonyx Diagnostics, Inc. (“Harmonyx”) and Robert J. Bean (“Executive”). Holdings, Transnetyx and Harmonyx may be referred to collectively as “Employer.”
BGS Acquisition Corp., BGS Acquisition Subsidiary, Inc. and BGS Merger Subsidiary, Inc.BGS Acquisition Subsidiary, Inc. • November 26th, 2013 • Services-medical laboratories • Delaware
Reference is made to the Amended and Restated Merger and Share Exchange Agreement (the “Merger Agreement”) dated August 13, 2013 by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability, BGS Acquisition Subsidiary, Inc., a Delaware corporation (“Purchaser”), BGS Merger Subsidiary, Inc., a Delaware corporation, TransnetYX Holding Corp., a Delaware corporation, Black Diamond Holdings LLC, a Colorado limited liability company, and Black Diamond Financial Group, LLC, a Delaware limited liability company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
BGS Acquisition Corp., BGS Acquisition Subsidiary, Inc. and BGS Merger Subsidiary, Inc.BGS Acquisition Subsidiary, Inc. • November 15th, 2013 • Services-medical laboratories • Delaware
Reference is made to the Amended and Restated Merger and Share Exchange Agreement (the “Merger Agreement”) dated August 13, 2013 by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability, BGS Acquisition Subsidiary, Inc., a Delaware corporation (“Purchaser”), BGS Merger Subsidiary, Inc., a Delaware corporation, TransnetYX Holding Corp., a Delaware corporation, Black Diamond Holdings LLC, a Colorado limited liability company, and Black Diamond Financial Group, LLC, a Delaware limited liability company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
