UNDERWRITING AGREEMENT between BGS ACQUISITION CORP. and THE PRINCERIDGE GROUP LLC Dated: [___________], 2012Underwriting Agreement • February 2nd, 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 variously as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 2nd, 2012 • BGS Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2012, by and between BGS Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), and (“Indemnitee”).
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. • February 2nd, 2012 • 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, [___________], [______].
ContractLoan Agreement • February 2nd, 2012 • BGS Acquisition Corp. • Blank checks • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of [___________], 2012, is made and entered into by and between BGS Acquisition Corp., a British Virgin Islands company with limited liability (the “Company”), and Julio Gutierrez (“Lender”).
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • February 2nd, 2012 • BGS Acquisition Corp. • Blank checks • Virgin Islands
This WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 27th day of December, 2011, 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 individuals listed on Schedule A (each, an “Investor” and collectively, the “Investors”).
