SERVICES AGREEMENTServices Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Delaware
ContractDistribution Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Delaware
GUARANTY AGREEMENTGuaranty Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to TRANSNETYX, INC., a Tennessee corporation (hereinafter called the "Borrower"), by LANDMARK COMMUNITY BANK, a Tennessee banking corporation (hereinafter called the "Lender"), the undersigned TRANSNETYX HOLDING CORPORATION (hereinafter the "Guarantor") hereby guarantees the full and prompt payment to the Lender, at maturity (whether by acceleration or otherwise) and at all times thereafter, of each and all of the following:
LINE OF CREDIT NOTELine of Credit Note • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories
FOR VALUE RECEIVED, the undersigned, TransnetYX, Inc., a Tennessee corporation (the “Maker”), promises to pay to the order of Landmark Bank, a Tennessee banking corporation, with offices in Memphis, Shelby County, Tennessee, (“Lender”; Lender and any subsequent holder[s] hereof are hereinafter referred to collectively as “Holder”), at the office of Lender at 1015 W. Poplar Avenue, Collierville, TN 38017, or at such other place as Holder may designate to Maker in writing from time to time, the principal sum of Two Million, Thirty-Four Thousand, Seven Hundred Seventy-Three and No/100 Dollars ($2,034,773.00), or such lesser amount as may be advanced here against, together with interest thereon or on so much thereof as is from time to time outstanding and unpaid, at the rates hereinafter set forth, in lawful money of the United States of America which shall at the time of payment be legal tender in payment of all debts and dues, public and private, such principal and interest to be paid in
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
This Loan and Security Agreement (the “Agreement”) dated as of June 25, 2013 by and between Landmark Community Bank, a Tennessee banking corporation (“Lender”), and TRANSNETYX, INC. ("Borrower").
AGREEMENTLease Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories
COUNTRY VILLAGE DEVELOPMENT (“Lessor”) proposes to lease to TRANSNETYX (“Lessee”) approximately 6,200 rentable square feet of office space situated at County Village Office Building, Suite ______________, Cordova, Shelby County, Tennessee (“Premises”), to be occupied by Lessee pursuant to a Standard Lease to be dated on or about the date hereof between Lessor and Lessee. Notwithstanding the current absence of a Standard Lease for the Premises, Lessee desires to provide Lessor assures with regard to Lessee's construction of Lessee's special tenant improvements, Lessor's construction of Lessee's tenant improvements and Lessor's incurrence of other costs and obligations with respect to the Premises.
LEASE AGREEMENTLease Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories
EMPLOYMENT AGREEMENT by and betweenEmployment Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 1st day of November, 2008 (“Effective Date”), by and between Transnetyx, Inc., a Tennessee corporation ("Company") and Michael Gahan, a resident of the State of Tennessee (“Employee”).
CONSULTING AGREEMENTConsulting Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
THIS CONSULTING AGREEMENT (this “Agreement”) effective as of January 1, 2011 (the “Effective Date”) by and between TRANSNETYX HOLDING CORP., a Delaware corporation (the “Company”), and THE HOFFMAN COMPANIES, LLC, with an address listed on the signature page hereto (the “Consultant”). The Hoffman Companies, LLC will provide the consulting services through the person of Mark Hoffman, Principal of The Hoffman Companies, LLC.
LOCK-UP AGREEMENTLock-Up Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of __________, 2013 (“Effective Date”), by and between Black Diamond Holdings LLC, a Colorado limited liability Company (the “Restricted Holder”), and BGS Acquisition Subsidiary, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
FIFTH LEASE MODIFICATION AGREEMENTLease Modification Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories
THIS LEASE, ("Lease Modification Agreement") made and entered into this 11 day of January 2013 by and between 1250 PP Master Lessee, LLC herein called "Landlord," and TRANSNETYX, INC., herein called "Tenant."
EMPLOYMENT AGREEMENT by and between ROBERT J. BEAN and TRANSNETYX HOLDING CORP., TRANSNETYX, INC. and HARMONYX DIAGNOSTICS, INC.Employment Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
This Employment Agreement is entered into effective as of the 18th day of October, 2013 (“Effective Date”), by and between Transnetyx Holding Corp., a Delaware corporation (“Holdings”), Transnetyx, Inc., a Tennessee corporation and wholly-owned subsidiary of Holdings (“Transnetyx”), Harmonyx Diagnostics, Inc. (“Harmonyx”) and Robert J. Bean (“Executive”). Holdings, Transnetyx and Harmonyx may be referred to collectively as “Employer.”
