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 • December 28th, 2011 • BGS Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _____________, 2011, 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: [___________], [____]Underwriting Agreement • December 28th, 2011 • 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 variously 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. • December 28th, 2011 • 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, [___________], [______].
BGS Acquisition Corp. c/o Cesar Baez 152 West 57th Street, 34th Floor New York, New York 10019 The PrinceRidge Group LLC 1633 Broadway, 28th Floor New York, New York 10019 Attn: Stuart Sugarman Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 28th, 2011 • BGS Acquisition Corp. • Blank checks • New York
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:
