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:
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
