MERGER AND SHARE EXCHANGE AGREEMENT dated August 13, 2013 by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability, as the Parent, BGS Acquisition Subsidiary, Inc., a Delaware corporation, as the Purchaser,...Merger and Share Exchange Agreement • August 23rd, 2013 • BGS Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of August 13, 2013 (the “Signing Date”), by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability (the “Parent”), BGS Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), BGS Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”), TransnetYX Holding Corp., a Delaware corporation (the “Target”).
