BGS Acquisition Corp., BGS Acquisition Subsidiary, Inc. and BGS Merger Subsidiary, Inc.

Exhibit 10.22

BGS Acquisition Corp.,

BGS Acquisition Subsidiary, Inc. and

BGS Merger Subsidiary, Inc.

0000 Xxxxx Xxx Xxxx

Xxxxx Xxxxx, XX 00000

November ___, 2013

Black Diamond Financial Group, LLC

0000 Xxxxxxx Xxxxxx, XXX 000

Xxxxxx, XX 00000

Attention:  Xxxxxxx Xxxxxx

and

TransnetYX, Inc.

c/o TransnetYX Holding Corp.

0000 Xxxxxxx Xx, Xxxxx 000

Xxxxxxx, XX 00000

Attention: Xxxxxx X. Xxxx

RE:     Registration Rights Agreement

Dear Xxxxxxx and Xxxxxx:

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.

The parties hereby waive compliance with Section 11.8 of the Merger Agreement, regarding the Registration Rights Agreement.

No provision of this letter agreement may be amended except by a writing signed by the parties hereto.  This letter agreement may be executed in separate counterparts, each of which when executed will constitute one and the same original agreement.  This letter agreement shall be governed by the laws of the State of Delaware.  Except as provided in this letter agreement, the Merger Agreement shall remain in full force and effect in accordance with its terms.

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If the foregoing terms are acceptable to you, please indicate your approval by signing a counterpart of this letter agreement where indicated below and return it to me.

Sincerely,

BGS ACQUISITION CORP.,

BGS ACQUISITION SUBSIDIARY, INC. and

BGS MERGER SUBSIDIARY, INC.

By:

Name: Xxxxx Xxxx

Title:  Chief Executive Officer

Agreed and Accepted:

TRANSNETYX HOLDING CORP.

By:   

Name:

Title:

BLACK DIAMOND HOLDINGS LLC

By: Black Diamond Financial Group, LLC, its manager

By:   

Name: Xxxxxxx Xxxxxx

Title:  Manager

BLACK DIAMOND FINANCIAL GROUP, LLC

By:   

Name: Xxxxxxx Xxxxxx

Title:  Manager

cc:           Xxxxxxx Xxxxxxx (Xxxxx Xxxxxx LLP)

Xxxxxx X. Xxxxxx (Xxxxxxx Xxxxxx LLP)

Xx Xxxxxx, Xx. (Butler, Snow, O’Mara, Xxxxxxx & Xxxxxxx, PLLC)