Gross Revenues

Percentage of Gross Revenue

Shares to be Issued as a Percentage
of Gross Revenue

<$45 million

10%

4,000,000 up to 4,500,000

$45 million up to $50 million

12%

up to an additional 600,000

$50 million up to $55 million

16%

up to an additional 800,000

$55 million up to $60 million

22%

up to an additional 1,100,000

$60 million and up

30%

up to an additional 1,000,000

Ordinary Shares

BGS Corp. Warrants

Units

Time Period

High

Low

High

Low

High

Low

August 1, 2013 through August 22, 2013

10.10

10.00

0.26

0.15

10.21

10.20

Quarter Ended

July 31, 2013

10.12

10.00

0.40

0.12

10.2201

10.12

April 30, 2013

10.02

9.85

0.377

0.12

10.19

9.98

January 31, 2013

10.00

9.75

0.18

0.15

10.05

9.92

October 31, 2012

9.85

9.6601

0.22

0.15

9.98

9.80

July 31, 2012*

20.00

6.65

0.455

0.05

9.91

9.59

April 30, 2012**

N/A

10.00

9.63

Name and Address of
Beneficial Owner⁽¹⁾

Amount and Nature of
Beneficial Ownership

Approximate Percentage of
Outstanding Ordinary Shares

Julio Gutierrez

1,333,333

24.9

AQR Capital Management, LLC (2)

799,000

15.0

Bulldog Investors, Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos (3)

500,300

9.6

Brian Taylor (4)

401,900

7.5

Pine River Capital Management L.P. (4)

401,900

7.5

Pine River Master Fund Ltd. (4)

380,600

7.1

Polar Securities Inc. (5)

530,200

9.9

Gustavo Garrido

—

Cesar Baez (6)

—

Alan Menkes (7)

—

Rolando Horman

—

Mariana Gutierrez Garcia

—

Federico Bertoldo

—

Juan Diaz Bortolotti

—

John Grabski (8)

—

All directors and executive officers as a group (9 individuals)

1,333,333

25.0

ANNEX II

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
SUBJECT TO SHAREHOLDER APPROVAL

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

MEMORANDUM OF ASSOCIATION

BGS ACQUISITION CORP.

A COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ON 20 MARCH 2012

AMENDED AND RESTATED ON [ ] SEPTEMBER 2013

NAME

The name of the Company is BGS Acquisition Corp.

STATUS

The Company shall be a company limited by shares.

REGISTERED OFFICE AND REGISTERED AGENT

3.1

The first registered office of the Company is at Nemours Chambers, Road Town, Tortola, British Virgin Islands, the office of the first registered agent.

3.2

The first registered agent of the Company is Ogier Fiduciary Services (BVI) Limited of Nemours Chambers, Road Town, Tortola, British Virgin Islands.

3.3

The Company may change its registered office or registered agent by a Resolution of Directors or a Resolution of Members. The change shall take effect upon the Registrar registering a notice of change filed under section 92 of the Act.

CAPACITY AND POWER

4.1

The Company has, subject to the Act and any other British Virgin Islands legislation for the time being in force, irrespective of corporate benefit:

(a)

full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

(b)

for the purposes of paragraph (a), full rights, powers and privileges.

4.2

There are, subject to Clause 4.1 and Regulation 23, no limitations on the business that the Company may carry on.

NUMBER AND CLASSES OF SHARES

5.1

The Company is authorised to issue an unlimited number of shares of no par value divided into six classes of shares as follows:

(a)

Ordinary shares of no par value (“Ordinary Shares”);

(b)

Class A preferred shares of no par value (“Class A Preferred Shares”);

(c)

Class B preferred shares of no par value (“Class B Preferred Shares”);

(d)

Class C preferred shares of no par value (“Class C Preferred Shares”);

(e)

Class D preferred shares of no par value (“Class D Preferred Shares”); and

(f)

Class E preferred shares of no par value (“Class E Preferred Shares” and together with the Class A Preferred Shares, the Class B Preferred Shares, Class C Preferred Shares and the Class D Preferred Shares being referred to as the “Preferred Shares”).

5.2

The Company may at the discretion of the Board of Directors issue fractional Shares or round up or down fractional holdings of Shares to its nearest whole number and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares.

DESIGNATIONS POWERS PREFERENCES OF SHARES

6.1

Each Ordinary Share in the Company confers upon the Member (unless waived by such Member):

(a)

subject to Clause 11, the right to one vote at a meeting of the Members of the Company or on any Resolution of Members;

(b)

the right to be redeemed on an Automatic Redemption Event in accordance with Regulation 23.2, or pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Regulation 23.4, or pursuant to an Amendment Redemption Event in accordance with Regulation 23.12;

(c)

the right to an equal share with each other Ordinary Share in any dividend paid by the Company; and

(d)

subject to satisfaction of and compliance with Regulation 23, the right to an equal share with each other Ordinary Share in the distribution of the surplus assets of the Company on its liquidation.

6.2

The rights, privileges, restrictions and conditions attaching to the Preferred Shares shall be stated in this Memorandum, which shall be amended accordingly prior to the issue of such Preferred Shares. Such rights, privileges, restrictions and conditions may include:

(a)

the number of shares and series constituting that class and the distinctive designation of that class;

(b)

the dividend rate of the Preferred Shares of that class, if any, whether dividends shall be cumulative, and, if so, from which date or dates, and whether they shall be payable in preference to, or in relation to, the dividends payable on any other class or classes of Preferred Shares;

(c)

whether that class shall have voting rights, and, if so, the terms of such voting rights;

(d)

whether that class shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;

(e)

whether or not the Preferred Shares of that class shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting Shares for redemption if less than all Preferred Shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount maybe less than fair value and which may vary under different conditions and at different dates;

(f)

whether that class shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of Preferred Shares of that class, and, if so, the terms and amounts of such sinking fund;

(g)

the right of the Preferred Shares of that class to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional Preferred Shares (including additional Preferred Shares of such class of any other class) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition or any subsidiary of any outstanding Preferred Shares of the Company;

(h)

the right of the Preferred Shares of that class in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and whether such rights be in preference to, or in relation to, the comparable rights or any other class or classes of Preferred Shares; and

(i)

any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that class.

6.3

The directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to Regulation 3 and Regulation 23 of the Articles.

6.4

The directors have the authority and the power by Resolution of Directors:

(a)

to authorise and create additional classes of shares; and

(b)

(subject to the provisions of Clause 6.2) to fix the designations, powers, preferences, rights, qualifications, limitations and restrictions, if any, appertaining to any and all classes of shares that may be authorised to be issued under this Memorandum.

VARIATION OF RIGHTS

7.1

Prior to a Business Combination, and subject always to the limitations set out in Clause 11, the rights attached to Shares as specified in Clause 6 may only, whether or not the Company is being wound up, be varied by a resolution passed at a meeting by the holders of at least sixty-five percent (65%) of the total number of Shares of that class that have voted (and are entitled to vote thereon) in relation to any such resolution, unless otherwise provided by the terms of issue of such class.

7.2

Notwithstanding Clause 7.1, where the amendment proposed is for the purposes of approving, or in conjunction with the consummation of, the Business Combination and thereafter following the consummation of a Business Combination, the rights attached to Shares as specified in Clause 6 may only, whether or not the Company is being wound up, be varied by a resolution passed at a meeting by the holders of more than fifty percent (50%) of the Shares of that class present at a duly convened and constituted meeting of the Members of the Company holding shares in such class which were present at the meeting and voted unless otherwise provided by the terms of issue of such class, provided however that the Resolution of Members approving an amendment for the purposes of approving, or in conjunction with, the consummation of the Business Combination shall be subject to, and therefore the amendment so approved not made until immediately prior to the time at which the Business Combination is consummated, unless the approval is in accordance with Clause 7.1.

RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

REGISTERED SHARES

9.1

The Company shall issue registered shares only.

9.2

The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares.

TRANSFER OF SHARES

10.1 A Share may be transferred in accordance with Regulation 4 of the Articles.

AMENDMENT OF MEMORANDUM AND ARTICLES

11.1

The Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution of Directors, save that no amendment may be made by a Resolution of Directors:

(a)

to restrict the rights or powers of the Members to amend the Memorandum or Articles;

(b)

to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or Articles;

(c)

in circumstances where the Memorandum or Articles cannot be amended by the Members; or

(d)

to change Clauses 7 or 8, this Clause 11 or Regulation 23.

For the avoidance of doubt, the directors of the Company will not propose any amendment to this Memorandum or the Articles that would affect the substance or timing of the Company’s obligation as described in Regulation 23 to offer to pay the Per-Share Redemption Price to the holders of the Public Shares

11.2

Notwithstanding Clause 11.1, no amendment may be made to the Memorandum or Articles by a Resolution of Members to amend:

(a)

Regulation 23 prior to the Business Combination, unless the amendment proposed is for the purposes of approving, or in conjunction with the consummation of, the Business Combination, provided always that (i) the amendment does not alter the Company’s obligation to offer to pay the Per Share Redemption Price to the holders of the Public Shares or the timing of this payment and (ii) the Resolution of Members approving such amendment shall be subject to, and therefore the amendment so approved not made until immediately prior to the time at which the Business Combination is consummated, unless the approval is in accordance with Clause 7.1; or

(b)

Regulation 9.1(b) during the Target Business Acquisition Period.

Pursuant to Section 12(2)(c) of the Act, this Clause 11.2 may not be amended prior to the consummation of the Business Combination, unless the amendment proposed is for the purposes of approving, or in conjunction with the consummation of, the Business Combination.

DEFINITIONS AND INTERPRETATION

12.1

In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:

(a)

“Act” means the BVI Business Companies Act, 2004 and includes the regulations made under the Act;

(b)

“AGM” means an annual general meeting of the Members;

(c)

“Amendment” has the meaning ascribed to it in Regulation 23.12;

(d)

“Amendment Redemption Event” has the meaning ascribed to it in Regulation 23.12;

(e)

“Approved Amendment” has the meaning ascribed to it in Regulation 23.12;

(f)

“Articles” means the attached Articles of Association of the Company;

(g)

“Automatic Redemption Event” shall have the meaning given to it in Regulation 23.2;

(h)

“Board of Directors” means the board of directors of the Company;

(i)

“Business Combination” shall mean the initial acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, or purchase of, all or substantially all of the assets of, or engaging in any other similar business combination with, one or more businesses with a Target Business at Fair Value;

(j)

“Business Combination Articles” means Regulation 23 relating to the Company’s obligations regarding the consummation of a Business Combination;

(k)

“Business Days” means a day other than a Saturday or Sunday or any other day on which commercial banks in New York are required or are authorised to be closed for business;

(l)

“Chairman” means a person who is appointed as chairman to preside at a meeting of the Company, and “Chairman of the Board” means a person who is appointed as chairman to preside at a meeting of the Board of Directors, in each case, in accordance with these Articles;

(m)

“Class A Directors” has the meaning ascribed to it in Regulation 9.1(b);

(n)

“Class A Preferred Shares” has the meaning ascribed to it in Clause 5.1;

(o)

“Class B Directors” has the meaning ascribed to it in Regulation 9.1(b);

(p)

“Class B Preferred Shares” has the meaning ascribed to it in Clause 5.1;

(q)

“Class C Preferred Shares” has the meaning ascribed to it in Clause 5.1;

(r)

“Class D Preferred Shares” has the meaning ascribed to it in Clause 5.1;

(s)

“Class E Preferred Shares” has the meaning ascribed to it in Clause 5.1;

(t)

“Designated Stock Exchange” means the Over-the-Counter Bulletin Board, the Global Select System, Global System or the Capital Market of the Nasdaq Stock Market Inc., the NYSE Amex or the New York Stock Exchange, as applicable; provided, however, that until the Shares are listed on any such Designated Stock Exchange, the rules of such Designated Stock Exchange shall be inapplicable to the Company and this Memorandum or the Articles;

(u)

“Director” means any director of the Company, from time to time;

(v)

“Distribution” in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;

(w)

“Eligible Person” means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

(x)

“Enterprise” means the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which an Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(y)

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

(z)

“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all legal fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, but shall not include amounts paid in settlement by an Indemnitee or the amount of judgments or fines against an Indemnitee.

(aa)

“Fair Value” shall mean a value at least equal to 80% of the balance in the Trust Account at the time of the execution of a definitive agreement for a Business Combination and shall be determined by a majority of the members of the Board of Directors who do not have an interest in the transaction;

(bb)

“FINRA” means the Financial Industry Regulatory Authority of the United States;

(cc)

“Initial Investors” refers to the individuals listed in the Registration Statement who simultaneous with the IPO will purchase 3,000,000 warrants of the Company at a price of $0.75 per warrant for US$2,250,000 in the aggregate;

(dd)

“Indemnitee” means any person detailed in sub regulations (a) and (b) of Regulation 15.

(ee)

“Insider” means any officer, director or pre-IPO shareholder (and their respective affiliates);

(ff)

“IPO” means the initial public offering of securities of the Company;

(gg)

“Member” means an Eligible Person whose name is entered in the share register of the Company as the holder of one or more Shares or fractional Shares;

(hh)

“Memorandum” means this Memorandum of Association of the Company;

(ii)

“Officer” means any officer of the Company, from time to time

(jj)

“Open Market Purchases” has the meaning ascribed to it in Regulation 23.11;

(kk)

“Ordinary Shares” has the meaning ascribed to it in Clause 5.1;

(ll)

“Per-Share Redemption Price” means:

(i)

with respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account (less up to US$50,000 of the net interest earned thereon to pay dissolution expenses) divided by the number of then outstanding Public Shares;

(ii)

with respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account divided by the number of then outstanding Public Shares; and

(iii)

with respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit in the Trust Account on the date that is two Business Days prior to the consummation of the Business Combination including interest but net of taxes payable, divided by the number of then outstanding Public Shares;

(mm)

“Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the name of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative nature, in which an Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that such Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director, officer, employee or adviser of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee, adviser or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under these Articles.

(nn)

“Public Shares” has the meaning ascribed to it in Regulation 23.5(a);

(oo)

“Preferred Shares” has the meaning ascribed to it in Clause 5.1;

(pp)

“Redemption Offer” has the meaning ascribed to it in Regulation 23.5(b);

(qq)

“Registration Statement” has the meaning ascribed to it in Regulation 23.10;

(rr)

“relevant system” means a relevant system for the holding and transfer of shares in uncertificated form;

(ss)

“Resolution of Directors” means either:

(i)

subject to sub-paragraph (ii) below, a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or

(ii)

a resolution consented to in writing by all directors or by all members of a committee of directors of the Company, as the case may be;

(tt)

“Resolution of Members” means:

(i)

prior to the consummation of a Business Combination (excluding any Resolution of Members in relation to approval of a Business Combination pursuant to Regulation 23.4), a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of the holders of at least sixty-five percent (65%) of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or

(ii)

following the consummation of a Business Combination or in relation to any Resolution of Members that may be proposed for the purpose of approving, or in conjunction with the consummation of, a Business Combination pursuant to Regulation 23.4, a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted;

(uu)

“Seal” means any seal which has been duly adopted as the common seal of the Company;

(vv)

“SEC” means the United States Securities and Exchange Commission;

(ww)

“Securities” means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire shares or debt obligations;

(xx)

“Securities Act” means the United States Securities Act of 1933, as amended;

(yy)

“Share” means a share issued or to be issued by the Company (and “Shares” shall be construed accordingly;

(zz)

“Target Business” means an operating businesses with whom the Company wishes to undertake a Business Combination;

(aaa)

“Target Business Acquisition Period” shall mean the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company’s IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

(bbb)

“Tender Redemption Offer” has the meaning ascribed to it in Regulation 23.5(a);

(ccc)

“Termination Date” has the meaning given to it in Regulation 23.2;

(ddd)

“Treasury Share” means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and

(eee)

“Trust Account” shall mean the trust account established by the Company at the consummation of the IPO and into which a certain amount of the IPO proceeds and proceeds from the sale of warrants to the Initial Investors and the underwriters of the IPO, together with the underwriters’ deferred corporate finance fees are deposited as may be reduced from time to time for Open Market Purchases and amounts reserved for operating expenses;

(fff)

“written” or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.

12.2

In the Memorandum and the Articles, unless the context otherwise requires a reference to:

(a)

a “Regulation” is a reference to a regulation of the Articles;

(b)

a “Clause” is a reference to a clause of the Memorandum;

(c)

voting by Member is a reference to the casting of the votes attached to the Shares held by the Member voting;

(d)

the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended; and

(e)

the singular includes the plural and vice versa.

12.3

Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the Memorandum and Articles unless otherwise defined herein.

12.4

Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and Articles.

We, Ogier Fiduciary Services (BVI) Limited of Nemours Chambers, Road Town, Tortola, British Virgin Islands, for the purpose of incorporating a BVI business company under the laws of the British Virgin Islands hereby sign this Memorandum of Association.

Dated:

Incorporator

________________________________________
Authorised Signatory
Ogier Fiduciary Services (BVI) Limited

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

ARTICLES OF ASSOCIATION

BGS ACQUISITION CORP.

A COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ON 20 MARCH 2012

AMENDED AND RESTATED ON [ ] SEPTEMBER 2013

REGISTERED SHARES

1.1

Every Member is entitled to a certificate signed by a director of the Company or under the Seal specifying the number of Shares held by him and the signature of the director and the Seal may be facsimiles.

1.2

Any Member receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.

1.3

If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.

1.4

Nothing in these Articles shall require title to any Shares or other Securities to be evidenced by a certificate if the Act and the rules of the Designated Stock Exchange permit otherwise.

1.5

Subject to the Act and the rules of the Designated Stock Exchange, the Board of Directors without further consultation with the holders of any Shares or Securities may resolve that any class or series of Shares or other Securities in issue or to be issued from time to time may be issued, registered or converted to uncertificated form and the practices instituted by the operator of the relevant system. No provision of these Articles will apply to any uncertificated shares or Securities to the extent that they are inconsistent with the holding of such shares or securities in uncertificated form or the transfer of title to any such shares or securities by means of a relevant system.

1.6

Conversion of Shares held in certificated form into Shares held in uncertificated form, and vice versa, may be made in such manner as the Board of Directors, in its absolute discretion, may think fit (subject always to the requirements of the relevant system concerned). The Company or any duly authorised transfer agent shall enter on the register of members how many Shares are held by each member in uncertificated form and certificated form and shall maintain the register of members in each case as is required by the relevant system concerned. Notwithstanding any provision of these Articles, a class or series of Shares shall not be treated as two classes by virtue only of that class or series comprising both certificated shares and uncertificated shares or as a result of any provision of these Articles which applies only in respect of certificated shares or uncertificated shares.

1.7

Nothing contained in Regulation 1.5 and 1.6 is meant to prohibit the Shares from being able to trade electronically. For the avoidance of doubt, Shares shall only be traded and transferred electronically upon consummation of the Company’s IPO.

SHARES

2.1

Subject to the provisions of these Articles and, where applicable, the rules of the Designated Stock Exchange, the unissued Shares of the Company shall be at the disposal of the directors and Shares and other Securities may be issued and option to acquire Shares or other Securities may be granted at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine.

2.2

Without prejudice to any special rights previously conferred on the holders of any existing Preferred Shares or class of Preferred Shares, any class of Preferred Shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting or otherwise as the directors may from time to time determine.

2.3

Section 46 of the Act does not apply to the Company.

2.4

A Share may be issued for consideration in any form, including money, a promissory note, real property, personal property (including goodwill and know-how) or a contract for future services.

2.5

No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:

(a)

the amount to be credited for the issue of the Shares;

(b)

their determination of the reasonable present cash value of the non-money consideration for the issue; and

(c)

that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

2.6

The Company shall keep a register (the “share register”) containing:

(a)

the names and addresses of the persons who hold Shares;

(b)

the number of each class and series of Shares held by each Member;

(c)

the date on which the name of each Member was entered in the share register; and

(d)

the date on which any Eligible Person ceased to be a Member.

2.7

The share register may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original share register.

2.8

A Share is deemed to be issued when the name of the Member is entered in the share register.

2.9

Subject to the provisions of the Act and the Business Combination Articles, Shares may be issued on the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the directors before or at the time of the issue of such Shares may determine. The directors may issue options, warrants or convertible securities or securities or a similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or Securities on such terms as the directors may from time to time determine. Notwithstanding the foregoing, the directors may also issue options, warrants or convertible securities in connection with the Company’s IPO.

FORFEITURE

3.1

Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note or a contract for future services are deemed to be not fully paid.

3.2

A written notice of call specifying the date for payment to be made shall be served on the Member who defaults in making payment in respect of the Shares.

3.3

The written notice of call referred to in Regulation 3.2 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.

3.4

Where a written notice of call has been issued pursuant to Regulation 3.2 and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.

3.5

The Company is under no obligation to refund any moneys to the Member whose Shares have been cancelled pursuant to Regulation 3.4 and that Member shall be discharged from any further obligation to the Company.

TRANSFER OF SHARES

4.1

Subject to the Memorandum, certificated shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration. A member shall be entitled to transfer uncertificated shares by means of a relevant system and the operator of the relevant system shall act as agent of the Members for the purposes of the transfer of such uncertificated shares.

4.2

The transfer of a Share is effective when the name of the transferee is entered on the share register.

4.3

If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:

(a)

to accept such evidence of the transfer of Shares as they consider appropriate; and

(b)

that the transferee’s name should be entered in the share register notwithstanding the absence of the instrument of transfer.

4.4

Subject to the Memorandum, the personal representative of a deceased Member may transfer a Share even though the personal representative is not a Member at the time of the transfer.

DISTRIBUTIONS

5.1

Subject to the Business Combination Articles, the directors of the Company may, by Resolution of Directors, authorise a distribution at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.

5.2

Dividends may be paid in money, shares, or other property.

5.3

The Company may, by Resolution of Directors, from time to time pay to the Members such interim dividends as appear to the directors to be justified by the profits of the Company, provided always that they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.

5.4

Notice in writing of any dividend that may have been declared shall be given to each Member in accordance with Regulation 21 and all dividends unclaimed for three years after such notice has been given to a Member may be forfeited by Resolution of Directors for the benefit of the Company.

5.5

No dividend shall bear interest as against the Company.

REDEMPTION OF SHARES AND TREASURY SHARES

6.1

The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of the Member whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without such consent.

6.2

The purchase, redemption or other acquisition by the Company of its own Shares is deemed not to be a distribution where:

(a)

the Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Member to have his Shares redeemed or to have his shares exchanged for money or other property of the Company, or

(b)

the Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of section 179 of the Act.

6.3

Sections 60, 61 and 62 of the Act shall not apply to the Company.

6.4

Subject to the provisions of Regulation 23, Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue.

6.5

All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.

6.6

Treasury Shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and Articles) as the Company may by Resolution of Directors determine.

6.7

Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50 per cent of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

MORTGAGES AND CHARGES OF SHARES

7.1

A Member may by an instrument in writing mortgage or charge his Shares.

7.2

There shall be entered in the share register at the written request of the Member:

(a)

a statement that the Shares held by him are mortgaged or charged;

(b)

the name of the mortgagee or chargee; and

(c)

the date on which the particulars specified in subparagraphs (a) and (b) are entered in the share register.

7.3

Where particulars of a mortgage or charge are entered in the share register, such particulars may be cancelled:

(a)

with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or

(b)

upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.

7.4

Whilst particulars of a mortgage or charge over Shares are entered in the share register pursuant to this Regulation:

(a)

no transfer of any Share the subject of those particulars shall be effected;

(b)

the Company may not purchase, redeem or otherwise acquire any such Share; and

(c)

no replacement certificate shall be issued in respect of such Shares,

without the written consent of the named mortgagee or chargee.

MEETINGS AND CONSENTS OF MEMBERS

8.1

Any director of the Company may convene meetings of the Members at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable. Following consummation of the Business Combination, an AGM shall be held annually at such date and time as may be determined by the directors.

8.2

Upon the written request of the Members entitled to exercise 30 percent or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Members.

8.3

The director convening a meeting of Members shall give not less than 10 nor more than 60 days’ written notice of such meeting to:

(a)

those Members whose names on the date the notice is given appear as Members in the share register of the Company and are entitled to vote at the meeting; and

(b)

the other directors.

8.4

The director convening a meeting of Members shall fix in the notice of the meeting the record date for determining those Members that are entitled to vote at the meeting.

8.5

A meeting of Members held in contravention of the requirement to give notice is valid if Members holding at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds.

8.6

The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Member or another director, or the fact that a Member or another director has not received notice, does not invalidate the meeting.

8.7

A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the Member.

8.8

The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

8.9

The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the proxy.

BGS ACQUISITION CORP.

I/We being a Member of the above Company HEREBY APPOINT

or failing him

to be my/our proxy to vote for me/us at the

meeting of Members to be held on the . . . . day of

, 20 . . . . and at any adjournment
thereof.

(Any restrictions on voting to be inserted here.)

Signed this . . . . day of

, 20 . . . .

Member

8.10

The following applies where Shares are jointly owned:

(a)

if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Members and may speak as a Member;

(b)

if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and

(c)

if two or more of the joint owners are present in person or by proxy they must vote as one and in the event of disagreement between any of the joint owners of Shares then the vote of the joint owner whose name appears first (or earliest) in the share register in respect of the relevant Shares shall be recorded as the vote attributable to the Shares.

8.11

A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means and all Members participating in the meeting are able to hear each other.

8.12

A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the Shares entitled to vote on Resolutions of Members to be considered at the meeting. If the Company has two or more classes of shares, a meeting may be quorate for some purposes and not for others. A quorum may comprise a single Member or proxy and then such person may pass a Resolution of Members and a certificate signed by such person accompanied where such person holds a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Members.

8.13

If within two hours from the time appointed for the meeting of Members, a quorum is not present, the meeting, at the discretion of the Chairman of the Board of Directors shall either be dissolved or stand adjourned to a business day in the jurisdiction in which the meeting was to have been held, at the same time and place, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall either be dissolved or stand further adjourned at the discretion of the Chairman of the Board of Directors.

8.14

At every meeting of Members, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Members present shall choose one of their number to be the chairman. If the Members are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Member or representative of a Member present shall take the chair.

8.15

The person appointed as chairman of the meeting pursuant to Regulation 8.14 may adjourn any meeting from time to time, and from place to place. For the avoidance of doubt, a meeting can be adjourned for as many times as may be determined to be necessary by the chairman and a meeting may remain open indefinitely for as long a period as may be determined by the chairman.

8.16

At any meeting of the Members the chairman of the meeting is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

8.17

Subject to the specific provisions contained in this Regulation for the appointment of representatives of Members other than individuals the right of any individual to speak for or represent a Member shall be determined by the law of the jurisdiction where, and by the documents by which, the Member is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Member or the Company.

8.18

Any Member other than an individual may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Members or of any class of Members, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Member which he represents as that Member could exercise if it were an individual.

8.19

The chairman of any meeting at which a vote is cast by proxy or on behalf of any Member other than an individual may at the meeting but not thereafter call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Member shall be disregarded.

8.20

Directors of the Company may attend and speak at any meeting of Members and at any separate meeting of the holders of any class or series of Shares.

8.21

Until the consummation of the Company’s IPO, any action that may be taken by the Members at a meeting may also be taken by a Resolution of Members consented to in writing, without the need for any prior notice. If any Resolution of Members is adopted otherwise than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Members have consented to the resolution by signed counterparts. Following the Company’s IPO, any action required or permitted to be taken by the Members of the Company must be effected by a meeting of the Company, such meeting to be duly convened and held in accordance with these Articles.

DIRECTORS

9.1

The first directors of the Company shall be appointed by the first registered agent within 30 days of the incorporation of the Company; and thereafter, the directors shall be elected:

(a)

subject to Regulation 9.1(b), by Resolution of Members or by Resolution of Directors for such term as the Members or directors determine;

(b)

immediately prior to the consummation of an IPO, the directors shall pass a resolution of directors dividing themselves into two classes, being the class A directors (the “Class A Directors”) and the class B directors (the “Class B Directors”). The number of directors in each class shall be as nearly equal as possible. The Class A Directors shall stand elected for a term expiring at the Company’s first AGM and the Class B Directors shall stand elected for a term expiring at the Company’s second AGM. Commencing at the first AGM, and at each following AGM, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the second AGM following their election. Except as the Act or any applicable law may otherwise require, in the interim between an AGM or general meeting called for the election of directors and/or the removal of one or more directors any vacancy on the Board of Directors, may be filled by the majority vote of the remaining directors.

9.2

No person shall be appointed as a director of the Company unless he has consented in writing to act as a director.

9.3

The minimum number of directors shall be one and there shall be no maximum number of directors.

9.4

Each director holds office for the term, if any, fixed by the Resolution of Members or Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal.

9.5

A director may be removed from office with or without cause by,

(a)

a Resolution of Members passed at a meeting of Members called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by a least seventy five per cent of the Members of the Company entitled to vote; or

(b)

subject to Regulation 9.1(b), a Resolution of Directors passed at a meeting of directors.

9.6

A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.

9.7

Subject to Regulation 9.1(b), the directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.

9.8

A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.

9.9

The Company shall keep a register of directors containing:

(a)

the names and addresses of the persons who are directors of the Company;

(b)

the date on which each person whose name is entered in the register was appointed as a director of the Company;

(c)

the date on which each person named as a director ceased to be a director of the Company; and

(d)

such other information as may be prescribed by the Act.

9.10

The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.

9.11

The directors, or if the Shares (or depository receipts therefore) are listed or quoted on a Designated Stock Exchange, and if required by the Designated Stock Exchange, any committee thereof, may, by a Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

9.12

A director is not required to hold a Share as a qualification to office.

9.13

Prior to the consummation of any transaction with:

(a)

any affiliate of the Company;

(b)

any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company;

(c)

any Director or executive officer of the Company and any relative of such Director or executive officer; and

(d)

any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly, by a person referred to in Regulations 9.13(b) and (c) or over which such a person is able to exercise significant influence,

such transaction must be approved by a majority of the members of the Board of Directors who do not have an interest in the transaction, such directors having been provided with access (at the Company’s expense) to the Company’s attorney or independent legal counsel, unless the disinterested directors determine that the terms of such transaction are no less favorable to the Company than those that would be available to the Company with respect to such a transaction from unaffiliated third parties.

POWERS OF DIRECTORS

10.1

The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors

may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Members.

10.2

If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.

10.3

If the Company is a subsidiary, but not a wholly owned subsidiary, of a holding company, and the shareholders other than the holding company agree in advance, a director of the Company may, when exercising powers or performing duties as a director in connection with the carrying out of the joint venture, act in a manner which he believes is in the best interests of a Member or some Members even though it may not be in the best interests of the Company.

10.4

If the Company is carrying out a joint venture between shareholders, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.

10.5

Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.

10.6

Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.

10.7

The continuing directors may act notwithstanding any vacancy in their body.

10.8

Subject to Regulation 23.7, the directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

10.9

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

10.10

Section 175 of the Act shall not apply to the Company.

PROCEEDINGS OF DIRECTORS

11.1

Any one director of the Company may call a meeting of the directors by sending a written notice to each other director.

11.2

The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the notice calling the meeting provides.

11.3

A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

11.4

Until the consummation of a Business Combination, a director may not appoint an alternate. Following the consummation of a Business Combination, a director may by a written instrument appoint an alternate who need not be a director, and such alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director until the appointment lapses or is terminated.

11.5

A director shall be given not less than three days’ notice of meetings of directors, but a meeting of directors held without three days’ notice having been given to all directors shall be valid if all the

directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

11.6

A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or, following the consummation of a Business Combination, by alternate not less than one-half of the total number of directors, unless there are only two directors in which case the quorum is two.

11.7

If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

11.8

At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. If the directors are unable to choose a chairman for any reason, then the oldest individual Director present (and for this purpose an alternate director shall be deemed to be the same age as the director that he represents) shall take the chair.

11.9

An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

COMMITTEES

12.1

The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

12.2

The directors have no power to delegate to a committee of directors any of the following powers:

(a)

to amend the Memorandum or the Articles;

(b)

to designate committees of directors;

(c)

to delegate powers to a committee of directors;

(d)

to appoint directors;

(e)

to appoint an agent;

(f)

to approve a plan of merger, consolidation or arrangement; or

(g)

to make a declaration of solvency or to approve a liquidation plan.

12.3

Regulations 12.2(b) and (c) do not prevent a committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.

12.4

The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors

so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

OFFICERS AND AGENTS

13.1

The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Chief Executive Officer, a President, a Chief Financial Officer, one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.

13.2

The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Members, the Chief Executive Officer to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the Chief Executive Officer but otherwise to perform such duties as may be delegated to them by the Chief Executive Officer, the secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.

13.3

The emoluments of all officers shall be fixed by Resolution of Directors.

13.4

The officers of the Company shall hold office until their death, resignation or removal. Any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.

13.5

The directors may, by a Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the matters specified in Regulation 12.1. The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

CONFLICT OF INTERESTS

14.1

A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.

14.2

For the purposes of Regulation 14.1, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

14.3

Provided that the requirements of Regulation 9.13 have first been satisfied, a director of the Company who is interested in a transaction entered into or to be entered into by the Company may then:

(a)

vote on a matter relating to the transaction;

(b)

attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

(c)

sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction,

and, subject to compliance with the Act and these Articles shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

INDEMNIFICATION

15.1

Subject to the limitations hereinafter provided, the Company may indemnify, hold harmless and exonerate against all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all legal fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in a Proceeding and against all judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred (whether by an Indemnitee, or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, any person who:

(a)

is or was a party or is threatened to be made a party to any Proceeding by reason of the fact that such person is or was a director, officer, key employee, adviser of the Company or who at the request of the Company; or

(b)

is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another Enterprise.

15.2

The indemnity in Regulation 15.1 only applies if the relevant Indemnitee acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the Indemnitee had no reasonable cause to believe that his conduct was unlawful.

15.3

The decision of the directors as to whether an Indemnitee acted honestly and in good faith and with a view to the best interests of the Company and as to whether such Indemnitee had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

15.4

The termination of any Proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the relevant Indemnitee did not act honestly and in good faith and with a view to the best interests of the Company or that such Indemnitee had reasonable cause to believe that his conduct was unlawful.

15.5

The Company may purchase and maintain insurance, purchase or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond in relation to any Indemnitee, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another Enterprise, against any liability asserted against the person and incurred by him in that capacity, whether or not the Company has or would have had the power to indemnify him against the liability as provided in these Articles.

RECORDS

16.1

The Company shall keep the following documents at the office of its registered agent:

(a)

the Memorandum and the Articles;

(b)

the share register, or a copy of the share register;

(c)

the register of directors, or a copy of the register of directors; and

(d)

copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 10 years.

16.2

If the Company maintains only a copy of the share register or a copy of the register of directors at the office of its registered agent, it shall:

(a)

within 15 days of any change in either register, notify the registered agent in writing of the change; and

(b)

provide the registered agent with a written record of the physical address of the place or places at which the original share register or the original register of directors is kept.

16.3

The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:

(a)

minutes of meetings and Resolutions of Members and classes of Members;

(b)

minutes of meetings and Resolutions of Directors and committees of directors; and

(c)

an impression of the Seal, if any.

16.4

Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.

16.5

The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.

REGISTERS OF CHARGES

17.1

The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:

(a)

the date of creation of the charge;

(b)

a short description of the liability secured by the charge;

(c)

a short description of the property charged;

(d)

the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;

(e)

unless the charge is a security to bearer, the name and address of the holder of the charge; and

(f)

details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.

CONTINUATION

The Company may by Resolution of Members or by a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

SEAL

The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which

may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

ACCOUNTS AND AUDIT

20.1

The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

20.2

The Company may by Resolution of Members call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.

20.3

The Company may by Resolution of Members call for the accounts to be examined by auditors.

20.4

If the Shares are listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the Directors shall establish and maintain an audit committee as a committee of the Board of Directors, the composition and responsibilities of which shall comply with the rules and regulations of the SEC and the Designated Stock Exchange subject to any available exemptions therefrom and the operation of the Act. The audit committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

20.5

If the Shares are listed or quoted on a Designated Stock Exchange that requires the Company to have an audit committee, the Directors shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

20.6

If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and, if required, shall utilise the audit committee for the review and approval of potential conflicts of interest.

20.7

If applicable, and subject to applicable law and the rules of the SEC and the Designated Stock Exchange:

(a)

at the AGM or at a subsequent extraordinary general meeting in each year, the Members shall appoint an auditor who shall hold office until the Members appoint another auditor. Such auditor may be a Member but no director or officer or employee of the Company shall during, his continuance in office, be eligible to act as auditor;

(b)

a person, other than a retiring auditor, shall not be capable of being appointed auditor at an AGM unless notice in writing of an intention to nominate that person to the office of auditor has been given not less than ten days before the AGM and furthermore the Company shall send a copy of such notice to the retiring auditor; and

(c)

the Members may, at any meeting convened and held in accordance with these Articles, by resolution remove the auditor at any time before the expiration of his term of office and shall by resolution at that meeting appoint another auditor in his stead for the remainder of his term.

20.8

The remuneration of the auditors shall be fixed by Resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the Designated Stock Exchange and the SEC.

20.9

The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Members or otherwise given to Members and shall state in a written report whether or not:

(a)

in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and

(b)

all the information and explanations required by the auditors have been obtained.

20.10

The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Members at which the accounts are laid before the Company or shall be otherwise given to the Members.

20.11

Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

20.12

The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Members at which the Company’s profit and loss account and balance sheet are to be presented.

NOTICES

21.1

Any notice, information or written statement to be given by the Company to Members may be given by personal service by mail, facsimile or other similar means of electronic communication, addressed to each Member at the address shown in the share register.

21.2

Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

21.3

Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

VOLUNTARY WINDING UP

22.1

The Company may by a Resolution of Members or by a Resolution of Directors appoint a voluntary liquidator.

BUSINESS COMBINATION

23.1

Regulations 23.1 to 23.12 and Regulation 9.1(b) shall terminate upon consummation of any Business Combination and may not be amended during the Target Business Acquisition Period except as otherwise provided in these Articles.

23.2

In the event that the Company does not consummate a Business Combination prior to the expiration of 15 months after the closing of the IPO (or 18 months from the closing of the IPO if a definitive agreement is executed within 15 months from the closing of the IPO but the Business Combination has not been consummated within such period) (such date being referred to as the “Termination Date”), such failure shall trigger an automatic redemption of the Public Shares (an “Automatic Redemption Event”) and the directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than five (5) Business Days thereafter to redeem the Public Shares (as defined below) or distribute the Trust Account to the holders of the Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any winding up of the Company’s affairs. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares. Pursuant to Section 12(2)(a) of the Act, this Regulation 23.2 may not be amended, whether to shorten the 15 (or 18) month period for the Company to effect a Business Combination or otherwise, prior to the consummation of the Business Combination.

23.2A

Notwithstanding the provisions of Regulation 23.2, for those Members voting in favour of the Resolution of Members to extend the deadline for the Company to consummate the Business Combination to 26 November 2013 (each an “Electing Member” and 26 November 2013 being the “Extended Termination Date”), their entitlement to receive the applicable Per-Share Redemption Price shall be deferred until the Extended Termination Date and the Company shall accordingly defer the cessation of its operations until after the Extended Termination Date (to the extent that it has not consummated the Business Combination on or before such date), and such Electing Member shall be deemed to have approved the immediate filing and effect of such amendment notwithstanding Clause 11.2(a)(ii) of the Memorandum, which provision shall be deemed waived for these purposes. For the avoidance of doubt, this Regulation 23.2A shall not affect the substance or timing of the Company’s obligation as described in Regulation 23.2 to offer to pay the Per-Share Redemption Price on the Termination Date to those holders of Public Shares that either voted against, abstained from voting or did not vote on the Resolution of Members to extend the deadline for the Company to consummate the Business Combination to 26 November 2013 (a “Non-Electing Member”), unless such Non-Electing Member indicates prior to the Termination Date its consent in writing to be treated as an Electing Member.

23.3

Unless a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at the sole discretion of the directors, the directors determine to hold a shareholder vote for business or other reasons, the Company may enter into a Business Combination without submitting such Business Combination to its Members for approval.

23.4

Although not required, in the event that a shareholder vote is held, and a majority of the votes cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Company shall be authorised to consummate the Business Combination.

23.5 (a)

In the event that a Business Combination is consummated by the Company, the Company will offer to redeem the Shares of any Member issued in the IPO other than those Shares held by Directors or Officers (the “Public Shares”) for cash in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act and subject to any limitations (including but not limited to cash requirements) set forth in the definitive transaction agreements related to the initial Business Combination (the “Tender Redemption Offer”). The Company will file tender offer documents with the SEC prior to consummating the Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as would be required in a proxy solicitation pursuant to Regulation 14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business Days and the Company will not be permitted to consummate its Business Combination until the expiry of such period. If in the event a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender offer, the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis, cash equal to the applicable Per-Share Redemption Price.

(b)

In the event that a Business Combination is consummated by the Company in connection with a shareholder vote held pursuant to Regulation 23.4 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the “Redemption Offer”), the Company will offer to redeem the Public Shares, regardless of whether such shares are voted for or against the Business Combination, for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price; provided, that any such redeeming Member who either individually or together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as such term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem more than 19.9% of the total Public Shares in the event that the Company seeks public shareholder approval of the Business Combination.

(c)

In no event will the Company consummate the Tender Redemption Offer or the Redemption Offer under Regulation 23.5(a) or (b) if such redemptions would cause the Company to have net tangible assets to be less than US$5,000,001.

23.6

A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption Offer where the Business Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest of any kind in or to the Trust Account.

23.7

Prior to a Business Combination, the Company will not issue any Securities (other than Public Shares) that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business Combination.

23.8

The Business Combination must be approved by a majority of the independent members of the Board of Directors. Although the directors do not intend to enter into a Business Combination with a Target Business that is affiliated with an Insider, it is not prohibited from doing so. In the event the Company enters into such a Business Combination, the Company will obtain the approval of a majority of the disinterested directors of the Company and an opinion from an independent investment banking firm that is a member of FINRA that such a Business Combination is fair to the members of the Company from a financial point of view.

23.9

The Company will not effectuate a Business Combination with another “blank cheque” company or a similar company with nominal operations.

23.10

Immediately after the Company’s IPO, the amount of net offering proceeds received by the Company in the IPO (including proceeds of any exercise of the underwriter’s over-allotment option and any proceeds from the sale of warrants to the Initial Investors and the underwriters of the IPO as described in the Company’s registration statement on Form F-1 filed with the SEC (the “Registration Statement”) at the time it goes effective shall be deposited and thereafter held in the Trust Account. Neither the Company nor any officer, director or employee of the Company will disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with these Articles, in each case in accordance with the trust agreement governing the Trust Account; provided that (a) all that interest earned on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to cover working capital requirements, and (b) the Company is entitled to withdraw such amounts from the Trust Account from time to time as would be required to pay any taxes on the interest earned on the Trust Account or to purchase Public Shares pursuant to Regulation 23.11.

23.11

If the Company seeks shareholder approval of the Business Combination and does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, prior to the consummation of the Business Combination, the Company is permitted to release from the Trust Account amounts necessary to purchase up to fifteen percent (15%) of the Public Shares (“Open Market Purchases”) at any time commencing after the filing of a preliminary proxy statement for the Business Combination and ending on the record date of the shareholder meeting to approve the Business Combination. Purchases will be made only in open market transactions at times when the Company is not in possession of any material non-public information and may not be made during a restricted period under Regulation M of the Exchange Act. Any Public Shares so purchased will immediately be cancelled. Any purchases the Company makes will be made in cash as provided in the trust agreement governing the Trust Account.

23.12

In the event the directors of the Company propose any amendment to Regulation 23 prior to (but not in conjunction with) the consummation of a Business Combination (an “Amendment”) and such Amendment is (i) duly approved by a Resolution of Members; and (ii) the amended Articles are filed at the Registry of Corporate Affairs (an “Approved Amendment”), the Company will offer to redeem the Public Shares of any Member who voted all of its Shares against or did not consent in writing to (as relevant) the Resolution of Members approving the Approved Amendment, for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price (an

“Amendment Redemption Event”). For the avoidance of doubt, an Amendment may not include (i) any amendment to Regulation 23.2; or (ii) any amendment that would affect the substance or timing of the Company’s obligations as described in Regulation 23 to offer to pay the Per-Share Redemption Price to the holders of the Public Shares).

Dated:

Incorporator

________________________________________
Authorised Signatory
Ogier Fiduciary Services (BVI) Limited

ANNEX III

FORM OF AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

SUBJECT TO SHAREHOLDER APPROVAL

AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

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.

WHEREAS, the Company simultaneously consummated its initial public offering and the sale of its sponsor warrants in March 2012 and deposited $40,600,000 into the Trust Account;

WHEREAS, the Company sought the approval of its Public Shareholders to amend and restate the Company’s memorandum and articles of association to extend the date by which the Company must consummate its initial business combination from September 26, 2013 to November 26, 2013 (the “Extension Amendment”);

WHEREAS, the Company sought the approval of its Public Shareholders to amend the IMTA Agreement to: (i) permit the withdrawal and distribution of an amount, not to exceed an aggregate of $30,599,997 (the “Withdrawal Amount”), from the Trust Account to those persons holding Ordinary Shares comprising part of the units sold in its IPO (the “Public Shares”) who wish to exercise their redemption rights in connection with the Extension Amendment and (ii) extend the date on which to liquidate the Trust Account in accordance with the IMTA Agreement to November 26, 2013 (the “IMTA Amendment” and, together with the Extension Amendment, the “Shareholder Proposals”); and

WHEREAS, holders of at least sixty-five percent (65%) of the Company’s outstanding ordinary shares issued in the Company’s initial public offering approved the IMTA Amendment.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the IMTA Agreement as set forth herein:

Agreements and Covenants of Trustee.

1.1. Section 1(i). Section 1(i) is hereby amended and restated in its entirety so that it now reads in full as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by an executive officer and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed by the Company; provided, however, that in the event that a Termination Letter has not been received by the Trustee by 11:59 P.M. New York City time on November 26, 2013 (“Termination Date”), the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders of record at the close of trading (4:00 P.M. New York City time) on the Termination Date. For the purposes of clarity, any transmission of such Termination Letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such Termination Letter hereunder.”

1.2.Section 2(c). Section 2(c) is hereby amended and restated in its entirety so that it now reads in full as follows:

“(c) The Trustee shall, upon and in accordance with the written instruction of the Company, disburse to the Public Shareholders who (i) elected to exercise their redemption rights in connection with the Shareholder Proposals and redeem the Public Shares through an issuer tender offer (the “Tender Offer”) on Schedule TO in accordance with the tender offer rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) delivered the Public Shares to the Company’s transfer agent prior to the expiration of the Tender Offer, as directed by the Company in the Tender Offer documents, the amount indicated by the Company as required to pay the shareholders that have redeemed their Public Shares not to exceed the Withdrawal Amount.”

1.3. Section 7(c). Section 7(c) is hereby amended and restated in its entirety so that it now reads in full as follows:

“(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 2(a), 2(b), 2(c) and 2(d) (which may not be modified, amended or deleted without the affirmative vote of 65% of the then outstanding Ordinary Shares provided that no such amendment will affect any Public Shareholder who has otherwise either (i) indicated his election to redeem his Ordinary Shares in connection with a shareholder vote sought to amend this Agreement or (ii) not consented to any amendment to this Agreement to extend to the time he would be entitled to a return of his pro rata amount in the Trust Account), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury and the right to set-off as a defense. The Trustee may request an opinion from Company counsel as to the legality of any proposed amendment as a condition to its executing such amendment.”

1.3. Recitals. The recitals are hereby incorporated by reference.

Miscellaneous.

2.1. Governing Law. The validity, interpretation, and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles. The parties agree that all actions and proceedings arising out of this Amendment or any of the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in a New York State Court in the County of New York and that, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such court. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this Amendment or the transactions contemplated hereby.

2.2. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns.

2.3. Entire Agreement. This Amendment sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as set forth in this Amendment, provisions of the IMTA Agreement which are not inconsistent with this Amendment shall remain in full force and effect.

2.4. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.5 Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment to the IMTA Agreement as of the date first written above.

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

By: _______________________________

Name:

Title:

BGS ACQUISITION CORP.

By: _______________________________

Name: Cesar Baez

Title: President and Chief Executive Officer

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS OFFER TO PURCHASE OR IF YOU HAVE QUESTIONS ABOUT THE TRANSACTION, YOU SHOULD CONTACT INFORMATION AGENT BY TELEPHONE OR IN WRITING AT THE ADDRESS SET FORTH BELOW

The Depositary for the Offer is:

Continental Stock Transfer & Trust Co.
Attn: Reorganization Dept.
17 Battery Place, 8th Floor
New York, NY 10004

By Facsimile (for Eligible Institutions only)		Confirm Receipt of Facsimile by Telephone:
(212) 616-7610		(917) 262-2378

Questions and requests for assistance regarding the Offer may be directed to Morrow & Co., LLC, our Information Agent for the Offer at the telephone numbers set forth below. You may also request additional copies of this Offer to Purchase, the Letter of Transmittal, and the other Offer documents from the Information Agent at the telephone numbers set forth below. You may also contact your broker, dealer, commercial bank, trust company or nominee for copies of these documents.

The Information Agent for the Offer is:

Morrow & Co., LLC
470 West Avenue, 3^rd Floor
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokerage firms: (203) 658-9400
bgsc.info@morrowco.com

Offer to Purchase

August 23, 2013

					Page
SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS					1
FORWARD-LOOKING STATEMENTS					11
RISK FACTORS					12
SUMMARY					18
THE EXTENSION					26
THE OFFER					30
PRICE RANGE OF SECURITIES AND DIVIDENDS					45
BENEFICIAL OWNERSHIP OF SECURITIES					45
APPRAISAL RIGHTS					48
WHERE YOU CAN FIND MORE INFORMATION					48

Annex I	—	Amended and Restated Merger and Share Exchange Agreement, dated August 13, 2013
Annex II	—	Form of Memorandum and Articles of Association subject to Shareholder Approval
Annex III	—	Form of Amendment No. 1 to the Investment Management Trust Agreement subject to Shareholder Approval

					Page
ARTICLE I DEFINITIONS					1
ARTICLE II REDOMESTICATION MERGER					9
2.1 Redomestication Merger					9
2.2 Redomestication Effective Time					10
2.3 Effect of the Redomestication Merger					10
2.4 Memorandum and Articles of Association					10
2.5 Directors and Officers of the Surviving Corporation					10
2.6 Effect on Issued Securities of Parent.					10
2.7 Surrender of Certificates					11
2.8 Lost Stolen or Destroyed Certificates					11
2.9 Section 368 Reorganization					12
2.10 Taking of Necessary Action; Further Action					12
2.11 Agreement of Fair Value					12
ARTICLE III TRANSACTION MERGER					12
3.1 Transaction Merger					12
3.2 Transaction Merger Effective Time					12
3.3 Effect of the Transaction Merger					12
3.4 Certificate of Incorporation					12
3.5 Directors and Officers of the Transaction Merger Surviving Corporation					13
3.6 Stock Exchanges					13
3.7 Determination of Cash Payment and Payment Securities.					14
3.8 Earn-Out Securities					15
3.9 Cancellation of Target Equity Owned by Target					15
3.10 Transfers of Ownership					15
3.11 No Liability					15
3.12 Surrender of Certificates					15
3.13 Lost Stolen or Destroyed Certificates					15
3.14 Taking of Necessary Action; Further Action					16
3.15 Appraisal Rights					16
3.16 Dissenter’s Rights					16
3.17 Agreement of Fair Value					16
3.18 Section 368 Reorganization					16
3.19 Closing					16
3.20 Board of Directors					17
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE TARGET, THE COMPANY AND THE MANAGER					17
4.1 Corporate Existence and Power					17
4.2 Authorization					17
4.3 Governmental Authorization					18
4.4 Non-Contravention					18
4.5 Capitalization					18
4.6 Organizational Documents					19

					Page
4.7 Corporate Records					20
4.8 Affiliates					20
4.9 Assumed Names					20
4.10 Subsidiaries					20
4.11 Consents					20
4.12 Financial Statements					20
4.13 Books and Records					21
4.14 Absence of Certain Changes					22
4.15 Properties; Title to the Target Companies’ Assets					23
4.16 Litigation					24
4.17 Contracts					24
4.18 Insurance					25
4.19 Licenses and Permits					26
4.20 Compliance with Laws					26
4.21 Intellectual Property					26
4.22 Customers and Suppliers					28
4.23 Accounts Receivable and Payable; Loans					29
4.24 Pre-payments					29
4.25 Employees					29
4.26 Employment Matters					30
4.27 Withholding					31
4.28 Employee Benefits and Compensation					31
4.29 Real Property					33
4.30 Accounts					34
4.31 Tax and Other Returns and Reports					34
4.32 Environmental Laws					35
4.33 Finders’ Fees					35
4.34 Powers of Attorney and Suretyships					35
4.35 Directors and Officers					35
4.36 Other Information					35
4.37 Certain Business Practices					36
4.38 Money Laundering Laws					36
4.39 OFAC					36
4.40 Occupational Safety and Health					36
4.41 HIPAA Compliance					36
4.42 Suspension of Products					37
ARTICLE V INTENTIONALLY OMITTED					37
ARTICLE VI INTENTIONALLY OMITTED					37
ARTICLE VII UPDATE TO SCHEDULES AS OF SIGNING DATE; SURVIVAL OF REPRESENTATIONS AND WARRANTIES					37
7.1 Status of Schedules as of Signing Date					37

					Page
ARTICLE VIII REPRESENTATIONS AND WARRANTIES OF PARENT					38
8.1 Corporate Existence and Power					38
8.2 Corporate Authorization					38
8.3 Governmental Authorization					38
8.4 Non-Contravention					38
8.5 Finders’ Fees					38
8.6 Capitalization					38
8.7 Information Supplied					38
8.8 Trust Account					39
8.9 Listing					39
8.10 Board Approval					39
8.11 Parent SEC Documents and Purchaser Financial Statements					39
8.12 Ownership of Payment Securities					39
8.13 Purchaser					39
8.14 Authorized Capital of Purchaser					40
8.15 Certain Business Practices					40
8.16 Money Laundering Laws					40
8.17 OFAC					40
ARTICLE IX COVENANTS OF THE TARGET, THE COMPANY AND THE MANAGER PENDING CLOSING					40
9.1 Conduct of the Business					40
9.2 Access to Information					42
9.3 Notices of Certain Events					42
9.4 Exclusivity					42
9.5 Annual and Interim Financial Statements					43
9.6 SEC Filings					43
9.7 Financial Information					44
9.8 Trust Account					44
9.9 Employees of the Target, the Company and the Manager					44
9.10 Application for Permits					44
9.11 Affiliate Loans and Guarantees					44
ARTICLE X COVENANTS OF THE TARGET COMPANIES, THE COMPANY AND THE MANAGER					44
10.1 Reporting and Compliance with Laws					44
10.2 Injunctive Relief					44
10.3 Best Efforts to Obtain Consents					45
ARTICLE XI COVENANTS OF ALL PARTIES HERETO					45
11.1 Best Efforts; Further Assurances					45
11.2 Tax Matters					45
11.3 Settlement of Purchaser Liabilities					46
11.4 Compliance with SPAC Agreements					46
11.5 Registration Statement					46

					Page
11.6 Confidentiality					46
11.7 Intentionally Omitted					47
11.8 Post-Closing Registration Statement					47
ARTICLE XII CONDITIONS TO CLOSING					47
12.1 Condition to the Obligations of the Parties					47
12.2 Conditions to Obligations of Parent and Purchaser					47
12.3 Conditions to Obligations of the Target, the Company and the Manager					49
ARTICLE XIII INDEMNIFICATION					49
13.1 Indemnification of Purchaser					49
13.2 Indemnification of the Company and the Target					50
13.3 Procedure					50
13.4 Periodic Payments					51
13.5 Right of Set Off					51
13.6 Payment of Indemnification					51
13.7 Insurance					51
13.8 Survival of Indemnification Rights					51
ARTICLE XIV DISPUTE RESOLUTION					52
14.1 Arbitration					52
14.2 Waiver of Jury Trial; Exemplary Damages					53
ARTICLE XV TERMINATION					53
15.1 Termination at Outside Closing Date; Expenses					53
15.2 Termination by Purchaser					53
15.3 Termination by Target or the Company					54
15.4 Survival					54
ARTICLE XVI MISCELLANEOUS					54
16.1 Notices					54
16.2 Amendments; No Waivers; Remedies					55
16.3 Arm’s Length Bargaining; No Presumption Against Drafter					55
16.4 Publicity					55
16.5 Expenses					55
16.6 No Assignment or Delegation					56
16.7 Governing Law					56
16.8 Counterparts; facsimile signatures					56
16.9 Entire Agreement					56
16.10 Set Off					56
16.11 Severability					56
16.12 Construction of Certain Terms and References; Captions					56
16.13 Further Assurances					57
16.14 Third Party Beneficiaries					57
16.15 Waiver					57

				PARENT:

				BGS ACQUISITION CORP. a British Virgin Islands company

				By:				/s/ Cesar Baez Name: Cesar Baez Title: CEO

				PURCHASER:

				BGS ACQUISITION SUBSIDIARY, INC. a Delaware corporation

				By:				/s/ Cesar Baez Name: Cesar Baez Title: CEO

				MERGER SUB:

				BGS MERGER SUBSIDIARY, INC. a Delaware corporation

				By:				/s/ Cesar Baez Name: Cesar Baez Title: CEO

				TARGET:

				TRANSNETYX HOLDING CORP. a Delaware corporation

				By:				/s/ Robert J. Bean Name: Robert J. Bean Title: President

				COMPANY:

				BLACK DIAMOND HOLDINGS LLC a Colorado limited liability company,

				By:				/s/ Patrick Imeson Name: Patrick Imeson Title: Manager

				MANAGER:

				BLACK DIAMOND FINANCIAL GROUP, LLC a Delaware limited liability company

				By:				/s/ Patrick Imeson Name: Patrick Imeson Title: Manager

Ordinary Shares Subject of the Offer

Up to 3,014,778 Ordinary Shares, no par value (the Ordinary Shares”) of BGS.

Price Offered Per Ordinary Share

$10.15 net to the seller in cash, without interest thereon (the “Share Purchase Price” or “Purchase Price”).

Scheduled Expiration of Offer

11:59 p.m., New York City time, on September 23, 2013, unless the Offer is otherwise extended (the “Expiration Date”).

Party Making the Offer

BGS Acquisition Corp.