BGS Acquisition Corp., BGS Acquisition Subsidiary, Inc. and BGS Merger Subsidiary, Inc.
Exhibit 10.22
BGS Acquisition Corp.,
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
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, so long as, prior to the Closing Date, Purchaser shall have registered the Earn-Out Securities and the Lock-Up Securities pursuant to a Registration Statement on Form S-4.
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.
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Sincerely,
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By: | ||
| Name: Xxxxx Xxxx | |||
| Title: Chief Executive Officer | |||
Agreed and Accepted:
TRANSNETYX HOLDING CORP.
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By:
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| Name: | |||
| Title: | |||
BLACK DIAMOND HOLDINGS LLC
By: Black Diamond Financial Group, LLC, its manager
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By:
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Name: Xxxxxxx Xxxxxx
Title: Manager
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BLACK DIAMOND FINANCIAL GROUP, LLC
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By:
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Name: Xxxxxxx Xxxxxx
Title: Manager
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cc: Xxxxxxx Xxxxxxx (Xxxxx Xxxxxx LLP)
Xxxxxx X. Xxxxxx (Xxxxxxx Xxxxxx LLP)
Xx Xxxxxx, Xx. (Butler, Snow, O’Mara, Xxxxxxx & Xxxxxxx, PLLC)
