FORM OF AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTBGS Acquisition Subsidiary, Inc. • September 6th, 2013 • New York
Amendment No. 1, dated as of September __, 2013 (the “Amendment”), to the Investment Management Trust Agreement, dated as of March 20, 2012 (the ”IMTA Agreement“), by and between BGS Acquisition Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the IMTA Agreement.
MERGER AND SHARE EXCHANGE AGREEMENT dated June 26, 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 • September 6th, 2013 • BGS Acquisition Subsidiary, Inc. • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of June 26, 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”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), the Class A members of the Company listed on Schedule I (each a “Class A Member” and collectively the “Class A Members”), the Preferred Members of the Company (each a “Preferred Member” and collectively the “Preferred Members”) identified on Schedule I as the “Exchanging Preferred Members” (the “Exchanging Preferred Members”), and Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”).
