Common use of Delivery of the Escrow Property Clause in Contracts

Delivery of the Escrow Property. The Escrow Agent shall hold the Escrow Property and shall deliver the Escrow Property to either Union or Bioceres, as applicable, in accordance with the following procedures: (a) At any time and from time to time after the date hereof but no later than the Escrow Release Date, the Union Representative may assert a claim for indemnification on behalf of a Union Indemnified Party pursuant to the Share Exchange Agreement (an “Indemnification Claim”) by providing prompt written notice (as the same may be amended or modified as set forth herein, “Claim Notice”) of such claim to Bioceres and the Escrow Agent, which Claim Notice shall describe in reasonable detail the facts known to the Union Indemnified Party giving rise to such Indemnification Claim and the amount or good faith estimate of the amount arising therefrom (the “Claim Amount”). The Union Representative may, at any time supplement an outstanding Claim Notice, including by way of establishing, increasing or reducing the Claim Amount with respect thereto, by delivering such supplement to the Escrow Agent, with a contemporaneous copy to Bioceres. (b) Unless Bioceres (on behalf of itself and Parent, as applicable) provides to the Union Representative and the Escrow Agent a written notice objecting to such Indemnification Claim (an “Objection Notice”), which Objection Notice shall provide a description, in reasonable detail, of the facts upon which such objection is based, by 11:59 p.m. New York City time on the thirtieth (30th) day after the date of delivery of the Claim Notice (the date of the delivery of the Claim Notice through such time, the “Objection Period”), Bioceres and/or Parent, as applicable, will be deemed to have accepted responsibility for the Losses set forth in such Claim Notice and will have no further right to contest the validity of such Claim Notice, and the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse to Union Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If Bioceres provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount, the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse to Union Escrow Property from the Escrow Account in an amount equal to the undisputed portion of the Claim Amount. Notwithstanding the foregoing, if during the Objection Period, Bioceres provides affirmative written instructions to the Escrow Agent to release Escrow Property from the Escrow Account in an amount equal to the Claim Amount or undisputed portion of the Claim Amount, as applicable, the Escrow Agent shall promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from Bioceres, disburse to Union such Escrow Property from the Escrow Account as instructed. (c) If Bioceres timely disputes an Indemnification Claim by providing an Objection Notice to the Union Representative and the Escrow Agent during the Objection Period, the Escrow Agent shall not distribute to Bioceres any portion of the Escrow Property with respect to the disputed portion of the Claim Amount, until receipt of (i) joint written instructions executed and delivered by Bioceres and the Union Representative stating that the dispute has been resolved and that Union Indemnified Party has the right to the Claim Amount (or some portion thereof) (“Joint Instructions”) or (ii) a copy of an arbitration award or a court order from a court of competent jurisdiction establishing the Union Indemnified Party’s right to the Claim Amount (or some portion thereof) pursuant to the Share Exchange Agreement (a “Binding Award”). Upon receipt of such Joint Instructions or Binding Award, the Escrow Agent shall, without further action on the part of Bioceres or the Union Representative, promptly (in any event within five (5) Business Days) disburse to Union the Escrow Property from the Escrow Account in the amount set forth in the Joint Instructions or the Binding Award, as applicable. (d) Payments from the Escrow Account with respect to any Indemnification Claims shall first be paid with the Escrow Shares and then with any remaining property in the Escrow Account. For any Escrow Shares to be disbursed with respect to Indemnification Claims, the Escrow Shares shall be valued as of the date that an Indemnification Claim is finally determined in accordance with the Share Exchange Agreement and this Agreement (the “Resolution Date”). For the avoidance of doubt, the Resolution Date shall be (i) if no Objection Notice is delivered by Bioceres during the Objection Period, the thirty-first (31) day after the date that the Claim Notice is delivered; (ii) if prior to the date described in clause (i) above, Bioceres provides affirmative written instructions to the Escrow Agent to release the Escrow Property for the amount set forth in the Claim Notice, the date that the Escrow Agent receives such written instructions; (iii) if Bioceres provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount with respect to the undisputed portion of such Claim Amount, the date that the Escrow Agent receives such Objection Notice and (iv) with respect to any disputed Claim Amount, either the date that the Escrow Agent receives Joint Instructions or a Binding Award. (e) With respect to any Indemnification Claims made in accordance with the Share Exchange Agreement and this Agreement on or prior to the Escrow Release Date that remain unresolved at the time of the Escrow Release Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on (i) the Claim Amount included in the Claim Notice (as it may be adjusted) provided by the Union Representative and (ii) the value of the Escrow Shares as of the Escrow Release Date), shall remain in the Escrow Account until such Pending Claim has been finally resolved pursuant to the provisions of the Share Exchange Agreement and this Agreement. After the Escrow Release Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be disbursed by the Escrow Agent to Bioceres. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse any Escrow Property remaining in the Escrow Account to Bioceres. (f) Notwithstanding the foregoing, (i) the Escrow Property shall be distributed and released pursuant to Joint Instructions to pay a specified amount to Union to cover the costs and expenses of any defense and any payment in respect of any settlement of any Proceeding that is subject to an Indemnification Claim that is assumed by the Union Representative (on behalf of Union) pursuant to Section 9.3 of the Share Exchange Agreement and (ii) all interest, earnings or income, if any, earned with respect to the Escrow Property while held by the Escrow Agent shall be distributed to Bioceres by the Escrow Agent within ten (10) days of the end of each calendar quarter. (g) Any amount of Escrow Property required to be transferred to any Person pursuant to this Section 4 shall be transferred by the Escrow Agent pursuant to such delivery instructions as provided by the Union Representative or Bioceres. The Escrow Agent shall rely exclusively on instructions provided by Union Representative and Bioceres as to the amount and recipient of any distribution of Escrow Property pursuant to this Section 4, or the relevant order of any court of competent jurisdiction or other award granted pursuant to other binding legal process (including any binding arbitration). The Escrow Agent has no duty or responsibility to calculate any distribution or to confirm the accuracy of any distribution amount so instructed.

Delivery of the Escrow Property. The Escrow Agent shall hold the Escrow Property and shall deliver the Escrow Property to either Union the Purchaser or Bioceresthe Seller, as applicable, in accordance with the following procedures: (a) At any time and from time to time after Purchaser (with the date hereof but no later than the Escrow Release Date, the Union Purchaser Representative acting on its behalf) may assert a claim for indemnification on behalf of a Union Indemnified Party an Purchaser Indemnitee pursuant to the Share Exchange Agreement (an “Indemnification Claim”) by providing prompt written notice (as the same may be amended or modified as set forth herein, a “Claim Notice”) of such claim to Bioceres Seller and the Escrow Agent, which Claim Notice shall describe in include (i) a reasonable detail description of the facts known and circumstances which relate to the Union Indemnified Party giving rise to subject matter of such Indemnification Claim to the extent then known, (ii) the amount of Losses suffered by the Purchaser Indemnitee in connection with the claim to the extent known or reasonably estimable (provided, that the Purchaser Representative on behalf of Purchaser may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to Seller and the amount or good faith estimate of the amount arising therefrom Escrow Agent (such amount, as it may be adjusted, the “Claim Amount”). The Union Representative may) and (iii) whether the Indemnification Claim results from a Third Party Claim; provided, at that the copy of any time supplement an outstanding Claim Notice, including by way of establishing, increasing or reducing the Claim Amount with respect thereto, by delivering such supplement Notice provided to the Escrow Agent, with a contemporaneous copy to BioceresAgent shall be redacted for any confidential or proprietary information of the Indemnifying Party or the Purchaser Indemnitee described in clause (i). (b) Unless Bioceres (on behalf of itself and Parent, as applicable) Seller provides to the Union Purchaser Representative and the Escrow Agent a written notice objecting to such Indemnification Claim (an “Objection Notice”), which ) (with any Objection Notice shall provide provided to the Purchaser Representative, but not the Escrow Agent, including an attachment with a description, in reasonable detail, of the facts upon which such objection is based, ) by 11:59 p.m. New York City time on the thirtieth (30th) day after the date of delivery of the Claim Notice (the date of the delivery of the Claim Notice through such time, the “Objection Period”), Bioceres and/or Parent, as applicable, Seller on will be deemed to have accepted responsibility for the Losses set forth in such Claim Notice subject to the limitations on indemnification set forth in Article VII of the Share Exchange Agreement and will have no further right to contest the validity of such Claim Notice, and the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse and, subject to Union Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If Bioceres provides an Objection Notice during the Objection Period that disputes only a portion of the Claim AmountSection 4(d), the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse to Union Escrow Property from the Escrow Account in an amount equal to the undisputed portion of the Claim Amount. Notwithstanding the foregoing(or, if during the Objection Period, Bioceres Seller provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account in an amount equal to the Claim Amount or undisputed portion of the Claim AmountAccount, as applicable, the Escrow Agent shall promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from BioceresSeller), disburse to Union the Purchaser Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If Seller provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount, subject to Section 4(d), the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period (or, if during the Objection Period, Seller provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account, promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from Seller), disburse to the Purchaser Escrow Property from the Escrow Account as instructedin an amount equal to the undisputed portion of the Claim Amount. (c) If Bioceres Seller timely disputes an Indemnification Claim Claim, by providing an Objection Notice to the Union Purchaser Representative and the Escrow Agent during the Objection Period, the Purchaser Representative and Seller shall resolve the dispute in accordance with the terms of the Share Exchange Agreement. If an Indemnification Claim is disputed by Seller, the Escrow Agent shall not distribute to Bioceres Seller any portion of the Escrow Property with respect to the disputed portion of the Claim Amount, until receipt of (i) joint written instructions executed and delivered by Bioceres Seller and the Union Purchaser Representative on behalf of Purchaser stating that the dispute has been resolved and that Union Indemnified Party Purchaser Indemnitee has the right to the Claim Amount (or some portion thereof) (“Joint Instructions”) or (ii) a copy of an arbitration award issued pursuant to Section 11.4 of the Share Exchange Agreement or a court order from a court of competent jurisdiction establishing the Union Indemnified PartyPurchaser Indemnitee’s right to the Claim Amount (or some portion thereof) pursuant to the Share Exchange Agreement (a “Binding Award”). Upon receipt of such Joint Instructions or Binding Award, the Escrow Agent shall, without further action on the part of Bioceres Seller or the Union Purchaser Representative, promptly (in any event within five (5) Business Days) disburse to Union the Purchaser Escrow Property from the Escrow Account in the amount set forth in the Joint Instructions or the Binding AwardAward (less any undisputed amounts already disbursed pursuant to Section 4(b)), as applicable. (d) For the avoidance of doubt, with respect to any Third Party Claim, even if the Seller has agreed that Seller is required to provide indemnification to the Purchaser Indemnitees for such Third Party Claim, except for attorneys’ fees and other costs and expenses for which Seller is responsible to pay to the Purchaser Indemnitees regardless of the outcome of such Third Party Claim (“Indemnified Third Party Costs”), no payment shall be made by the Escrow Agent with respect to such Third Party Claim until such Third Party Claim has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the provisions of the Share Exchange Agreement (and if any Third Party Claim is decided or settled in part, each part that has not yet been decided or settled shall not be paid until such remaining part is decided or settled). Escrow Property from the Escrow Account in an amount equal to Indemnified Third Party Costs shall be disbursed by the Escrow Agent to Purchaser promptly (but in any event within five (5) Business Days) after the Purchaser Representative provides written notice to Seller and the Escrow Agent of such Indemnified Third Party Costs. (e) Payments from the Escrow Account with respect to any Indemnification Claims shall first be paid with any cash or cash equivalents that are held in the Escrow Account, then with the Escrow Shares and then with any remaining property in the Escrow Account. For any Escrow Shares to be disbursed with respect to Indemnification Claims, the Escrow Shares shall be valued at the Purchaser Share Price as of the date that an Indemnification Claim is finally determined in accordance with the Share Exchange Agreement and this Agreement (the “Resolution Date”). For the avoidance of doubt, the Resolution Date shall be (i) if no Objection Notice is delivered by Bioceres Seller during the Objection PeriodPeriod (other than with respect to a Third Party Claim), the thirty-first (31) 31st day after the date that the Claim Notice is delivered; (ii) if prior to the date described in clause (i) above, Bioceres Seller provides affirmative written instructions to the Escrow Agent to release the Escrow Property for the amount set forth in the Claim Notice, the date that the Escrow Agent receives such written instructions; (iii) if Bioceres Seller provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount (other than with respect to a Third Party Claim), with respect to the undisputed portion of such Claim Amount, the date that the Escrow Agent receives such Objection Notice and Notice; (iv) with respect to any disputed Claim Amount, either the date that the Escrow Agent receives Joint Instructions or a Binding Award; or (v) with respect to any Third Party Claim, that date that such Third Party Claim has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the provisions of the Share Exchange Agreement (and if any Third Party Claim is decided or settled in part, the Resolution Date with respect to each part that has not yet been decided or settled shall be the date that such remaining part is decided or settled); provided, that with respect to Indemnified Third Party Costs, the Resolution Date shall be the date that the Purchaser Representative notifies Seller and the Escrow Agent in writing of the amount of such Indemnified Third Party Costs. (ef) With respect to any Indemnification Claims made in accordance with the Share Exchange Agreement and this Agreement on or prior to the Escrow Release Date eighteen (18) month anniversary of the Closing (the “Expiration Date”) that remain unresolved at the time of the Escrow Release Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on (i) the Claim Amount included in the Claim Notice (as it may be adjusted) provided by the Union Purchaser Representative and (ii) the value of the Escrow Shares Purchaser Share Price as of the Escrow Release Expiration Date), shall remain in the Escrow Account until such time as such Pending Claim has shall have been finally resolved pursuant to the provisions of the Share Exchange Agreement and this Agreement. After the Escrow Release Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be disbursed transferred by the Escrow Agent to BioceresSeller upon receipt of joint written instructions from the Purchaser Representative and Seller. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse transfer any Indemnity Escrow Property remaining in the Indemnity Escrow Account to Bioceres. (f) Notwithstanding the foregoing, (i) the Escrow Property shall be distributed and released pursuant to Joint Instructions to pay a specified amount to Union to cover the costs and expenses of any defense and any payment in respect of any settlement of any Proceeding that is subject to an Indemnification Claim that is assumed by the Union Representative (on behalf of Union) pursuant to Section 9.3 of the Share Exchange Agreement and (ii) all interest, earnings or income, if any, earned with respect to the Escrow Property while held by the Escrow Agent shall be distributed to Bioceres by the Escrow Agent within ten (10) days of the end of each calendar quarterSeller. (g) Any amount of Escrow Property required to be transferred to any Person pursuant to this Section 4 shall be transferred by the Escrow Agent pursuant to such delivery instructions as provided by the Union Purchaser Representative with respect to Purchaser or BioceresSeller. The Escrow Agent shall rely exclusively on instructions provided by Union Seller and the Purchaser Representative and Bioceres on behalf of Purchaser as to the amount and recipient of any distribution of Escrow Property pursuant to this Section 4, or the relevant order of any court of competent jurisdiction or other award granted pursuant to other binding legal process (including any binding arbitration). The Escrow Agent has no duty or responsibility to calculate any distribution or to confirm the accuracy of any distribution amount so instructed.

Delivery of the Escrow Property. The Escrow Agent shall hold the Escrow Property and shall deliver the Escrow Property to either Union the Purchaser or Bioceresthe Seller Representative for further distribution to the Sellers, as applicable, in accordance with the following procedures: (a) At any time and from time to time after Purchaser (with the date hereof but no later than the Escrow Release Date, the Union Purchaser Representative acting on its behalf) may assert a claim for indemnification on behalf of a Union Indemnified Party an Purchaser Indemnitee pursuant to the Share Exchange Agreement (an “Indemnification Claim”) by providing prompt written notice (as the same may be amended or modified as set forth herein, a “Claim Notice”) of such claim to Bioceres the Seller Representative and the Escrow Agent, which Claim Notice shall describe in include (i) a reasonable detail description of the facts known and circumstances which relate to the Union Indemnified Party giving rise to subject matter of such Indemnification Claim to the extent then known, (ii) the amount of Losses suffered by the Purchaser Indemnitee in connection with the claim to the extent known or reasonably estimable (provided, that the Purchaser Representative on behalf of Purchaser may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to the Seller Representative and the amount or good faith estimate of the amount arising therefrom Escrow Agent (such amount, as it may be adjusted, the “Claim Amount”). The Union Representative may) and (iii) whether the Indemnification Claim results from a Third Party Claim; provided, at that the copy of any time supplement an outstanding Claim Notice, including by way of establishing, increasing or reducing the Claim Amount with respect thereto, by delivering such supplement Notice provided to the Escrow Agent, with a contemporaneous copy to BioceresAgent shall be redacted for any confidential or proprietary information of the Indemnifying Party or the Purchaser Indemnitee described in clause (i). (b) Unless Bioceres (on behalf of itself and Parent, as applicable) the Seller Representative provides to the Union Purchaser Representative and the Escrow Agent a written notice objecting to such Indemnification Claim (an “Objection Notice”), which ) (with any Objection Notice shall provide provided to the Purchaser Representative, but not the Escrow Agent, including an attachment with a description, in reasonable detail, of the facts upon which such objection is based, ) by 11:59 p.m. New York City time on the thirtieth (30th) day after the date of delivery of the Claim Notice (the date of the delivery of the Claim Notice through such time, the “Objection Period”), Bioceres and/or Parent, as applicable, the Seller Representative on will be deemed to have accepted responsibility for the Losses set forth in such Claim Notice subject to the limitations on indemnification set forth in Article VII of the Share Exchange Agreement and will have no further right to contest the validity of such Claim Notice, and the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse and, subject to Union Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If Bioceres provides an Objection Notice during the Objection Period that disputes only a portion of the Claim AmountSection 4(d), the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse to Union Escrow Property from the Escrow Account in an amount equal to the undisputed portion of the Claim Amount. Notwithstanding the foregoing(or, if during the Objection Period, Bioceres the Seller Representative provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account in an amount equal to the Claim Amount or undisputed portion of the Claim AmountAccount, as applicable, the Escrow Agent shall promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from Bioceresthe Seller Representative), disburse to Union the Purchaser Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If the Seller Representative provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount, subject to Section 4(d), the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period (or, if during the Objection Period, the Seller Representative provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account, promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from the Seller Representative), disburse to the Purchaser Escrow Property from the Escrow Account as instructedin an amount equal to the undisputed portion of the Claim Amount. (c) If Bioceres the Seller Representative timely disputes an Indemnification Claim Claim, by providing an Objection Notice to the Union Purchaser Representative and the Escrow Agent during the Objection Period, the Purchaser Representative and the Seller Representative shall resolve the dispute in accordance with the terms of the Share Exchange Agreement. If an Indemnification Claim is disputed by the Seller Representative, the Escrow Agent shall not distribute to Bioceres the Seller Representative (or directly to any Seller) any portion of the Escrow Property with respect to the disputed portion of the Claim Amount, until receipt of (i) joint written instructions executed and delivered by Bioceres the Seller Representative and the Union Purchaser Representative on behalf of Purchaser stating that the dispute has been resolved and that Union Indemnified Party Purchaser Indemnitee has the right to the Claim Amount (or some portion thereof) (“Joint Instructions”) or (ii) a copy of an arbitration award issued pursuant to Section 11.4 of the Share Exchange Agreement or a court order from a court of competent jurisdiction establishing the Union Indemnified PartyPurchaser Indemnitee’s right to the Claim Amount (or some portion thereof) pursuant to the Share Exchange Agreement (a “Binding Award”). Upon receipt of such Joint Instructions or Binding Award, the Escrow Agent shall, without further action on the part of Bioceres the Seller Representative or the Union Purchaser Representative, promptly (in any event within five (5) Business Days) disburse to Union the Purchaser Escrow Property from the Escrow Account in the amount set forth in the Joint Instructions or the Binding AwardAward (less any undisputed amounts already disbursed pursuant to Section 4(b)), as applicable. (d) For the avoidance of doubt, with respect to any Third Party Claim, even if the Seller Representative has agreed that the Sellers are required to provide indemnification to the Purchaser Indemnitees for such Third Party Claim, except for attorneys’ fees and other costs and expenses for which the Sellers are responsible to pay to the Purchaser Indemnitees regardless of the outcome of such Third Party Claim (“Indemnified Third Party Costs”), no payment shall be made by the Escrow Agent with respect to such Third Party Claim until such Third Party Claim has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the provisions of the Share Exchange Agreement (and if any Third Party Claim is decided or settled in part, each part that has not yet been decided or settled shall not be paid until such remaining part is decided or settled). Escrow Property from the Escrow Account in an amount equal to Indemnified Third Party Costs shall be disbursed by the Escrow Agent to Purchaser promptly (but in any event within five (5) Business Days) after the Purchaser Representative provides written notice to the Seller Representative and the Escrow Agent of such Indemnified Third Party Costs. (e) Payments from the Escrow Account with respect to any Indemnification Claims shall first be paid with any cash or cash equivalents that are held in the Escrow Account, then with the Escrow Shares and then with any remaining property in the Escrow Account. For any Escrow Shares to be disbursed with respect to Indemnification Claims, the Escrow Shares shall be valued at the Purchaser Share Price as of the date that an Indemnification Claim is finally determined in accordance with the Share Exchange Agreement and this Agreement (the “Resolution Date”). For the avoidance of doubt, the Resolution Date shall be (i) if no Objection Notice is delivered by Bioceres the Seller Representative during the Objection PeriodPeriod (other than with respect to a Third Party Claim), the thirty-first (31) 31st day after the date that the Claim Notice is delivered; (ii) if prior to the date described in clause (i) above, Bioceres the Seller Representative provides affirmative written instructions to the Escrow Agent to release the Escrow Property for the amount set forth in the Claim Notice, the date that the Escrow Agent receives such written instructions; (iii) if Bioceres the Seller Representative provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount (other than with respect to a Third Party Claim), with respect to the undisputed portion of such Claim Amount, the date that the Escrow Agent receives such Objection Notice and Notice; (iv) with respect to any disputed Claim Amount, either the date that the Escrow Agent receives Joint Instructions or a Binding Award; or (v) with respect to any Third Party Claim, that date that such Third Party Claim has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the provisions of the Share Exchange Agreement (and if any Third Party Claim is decided or settled in part, the Resolution Date with respect to each part that has not yet been decided or settled shall be the date that such remaining part is decided or settled); provided, that with respect to Indemnified Third Party Costs, the Resolution Date shall be the date that the Purchaser Representative notifies the Seller Representative and the Escrow Agent in writing of the amount of such Indemnified Third Party Costs. (ef) With respect to any Indemnification Claims made in accordance with the Share Exchange Agreement and this Agreement on or prior to the Escrow Release Date eighteen (18) month anniversary of the Closing (the “Expiration Date”) that remain unresolved at the time of the Escrow Release Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on (i) the Claim Amount included in the Claim Notice (as it may be adjusted) provided by the Union Purchaser Representative and (ii) the value of the Escrow Shares Purchaser Share Price as of the Escrow Release Expiration Date), shall remain in the Escrow Account until such time as such Pending Claim has shall have been finally resolved pursuant to the provisions of the Share Exchange Agreement and this Agreement. After the Escrow Release Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be disbursed transferred by the Escrow Agent to Bioceresthe Seller Representative (for distribution to Sellers) upon receipt of joint written instructions from the Purchaser Representative and the Seller Representative. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse transfer any Indemnity Escrow Property remaining in the Indemnity Escrow Account to Bioceres. (f) Notwithstanding the foregoing, (i) the Escrow Property shall be distributed and released pursuant to Joint Instructions to pay a specified amount to Union to cover the costs and expenses of any defense and any payment in respect of any settlement of any Proceeding that is subject to an Indemnification Claim that is assumed by the Union Seller Representative (on behalf of Union) pursuant to Section 9.3 of the Share Exchange Agreement and (ii) all interest, earnings or income, if any, earned with respect for distribution to the Escrow Property while held by the Escrow Agent shall be distributed to Bioceres by the Escrow Agent within ten (10) days of the end of each calendar quarterSellers). (g) Any amount of Escrow Property required to be transferred to any Person pursuant to this Section 4 shall be transferred by the Escrow Agent pursuant to such delivery instructions as provided by the Union Purchaser Representative with respect to Purchaser or BioceresSeller Representative with respect to the Sellers. The Escrow Agent shall rely exclusively on instructions provided by Union the Seller Representative and Bioceres the Purchaser Representative on behalf of Purchaser as to the amount and recipient of any distribution of Escrow Property pursuant to this Section 4, or the relevant order of any court of competent jurisdiction or other award granted pursuant to other binding legal process (including any binding arbitration). The Escrow Agent has no duty or responsibility to calculate any distribution or to confirm the accuracy of any distribution amount so instructed.

Delivery of the Escrow Property. The Escrow Agent shall hold the Escrow Property and shall deliver the Escrow Property to either Union Pubco or Bioceresthe Seller Representative for further distribution to the Sellers, as applicable, in accordance with the following procedures: (a) At any time and from time to time after Pubco (with the date hereof but no later than the Escrow Release Date, the Union Purchaser Representative acting on its behalf) may assert a claim for indemnification on behalf of a Union Indemnified Party Purchaser Indemnitee pursuant to the Share Exchange Business Combination Agreement (an “Indemnification Claim”) by providing prompt written notice (as the same may be amended or modified as set forth herein, a “Claim Notice”) of such claim to Bioceres the Seller Representative and the Escrow Agent, which Claim Notice shall describe in include (i) a reasonable detail description of the facts known and circumstances which relate to the Union Indemnified Party giving rise to subject matter of such Indemnification Claim to the extent then known, (ii) the amount of Losses suffered by the Purchaser Indemnitee in connection with the claim to the extent known or reasonably estimable (provided, that the Purchaser Representative on behalf of Pubco may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to the Seller Representative and the amount or good faith estimate of the amount arising therefrom Escrow Agent (such amount, as it may be adjusted, the “Claim Amount”). The Union Representative may) and (iii) whether the Indemnification Claim results from a Third Party Claim; provided, at that the copy of any time supplement an outstanding Claim Notice, including by way of establishing, increasing or reducing the Claim Amount with respect thereto, by delivering such supplement Notice provided to the Escrow Agent, with a contemporaneous copy to BioceresAgent shall be redacted for any confidential or proprietary information of the Indemnifying Party or the Purchaser Indemnitee described in clause (i). (b) Unless Bioceres (on behalf of itself and Parent, as applicable) the Seller Representative provides to the Union Purchaser Representative and the Escrow Agent a written notice objecting to such Indemnification Claim (an “Objection Notice”), which ) (with any Objection Notice shall provide provided to the Purchaser Representative, but not the Escrow Agent, including an attachment with a description, in reasonable detail, of the facts upon which such objection is based, ) by 11:59 p.m. New York City time on the thirtieth (30th) day after the date of delivery of the Claim Notice (the date of the delivery of the Claim Notice through such time, the “Objection Period”), Bioceres and/or Parent, as applicable, the Seller Representative on will be deemed to have accepted responsibility for the Losses set forth in such Claim Notice subject to the limitations on indemnification set forth in Article IX of the Business Combination Agreement and will have no further right to contest the validity of such Claim Notice, and the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse and, subject to Union Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If Bioceres provides an Objection Notice during the Objection Period that disputes only a portion of the Claim AmountSection 4(d), the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse to Union Escrow Property from the Escrow Account in an amount equal to the undisputed portion of the Claim Amount. Notwithstanding the foregoing(or, if during the Objection Period, Bioceres the Seller Representative provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account in an amount equal to the Claim Amount or undisputed portion of the Claim AmountAccount, as applicable, the Escrow Agent shall promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from Bioceresthe Seller Representative), disburse to Union the Purchaser Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If the Seller Representative provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount, subject to Section 4(d), the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period (or, if during the Objection Period, the Seller Representative provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account, promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from the Seller Representative), disburse to the Purchaser, Escrow Property from the Escrow Account as instructedin an amount equal to the undisputed portion of the Claim Amount. (c) If Bioceres the Seller Representative timely disputes an Indemnification Claim Claim, by providing an Objection Notice to the Union Purchaser Representative and the Escrow Agent during the Objection Period, the Purchaser Representative and the Seller Representative shall resolve the dispute in accordance with the terms of the Business Combination Agreement. If an Indemnification Claim is disputed by the Seller Representative, the Escrow Agent shall not distribute to Bioceres the Seller Representative (or directly to any Seller) any portion of the Escrow Property with respect to the disputed portion of the Claim Amount, until receipt of (i) joint written instructions executed and delivered by Bioceres the Seller Representative and the Union Purchaser Representative on behalf of Pubco stating that the dispute has been resolved and that Union Indemnified Party the Purchaser Indemnitee has the right to the Claim Amount (or some portion thereof) (“Joint Instructions”) or (ii) a copy of an arbitration award issued pursuant to Section 13.4 of the Business Combination Agreement or a court order from a court of competent jurisdiction establishing the Union Indemnified PartyPurchaser Indemnitee’s right to the Claim Amount (or some portion thereof) pursuant to the Share Exchange Business Combination Agreement (a “Binding Award”). Upon receipt of such Joint Instructions or Binding Award, the Escrow Agent shall, without further action on the part of Bioceres the Seller Representative or the Union Purchaser Representative, promptly (in any event within five (5) Business Days) disburse to Union the Purchaser Escrow Property from the Escrow Account in the amount set forth in the Joint Instructions or the Binding AwardAward (less any undisputed amounts already disbursed pursuant to Section 4(b)), as applicable. (d) For the avoidance of doubt, with respect to any Third Party Claim, even if the Seller Representative has agreed that the Sellers are required to provide indemnification to the Purchaser Indemnitees for such Third Party Claim, except for attorneys’ fees and other costs and expenses for which the Sellers are responsible to pay to the Purchaser Indemnitees regardless of the outcome of such Third Party Claim (“Indemnified Third Party Costs”), no payment shall be made by the Escrow Agent with respect to such Third Party Claim until such Third Party Claim has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the provisions of the Business Combination Agreement (and if any Third Party Claim is decided or settled in part, each part that has not yet been decided or settled shall not be paid until such remaining part is decided or settled). Escrow Property from the Escrow Account in an amount equal to Indemnified Third Party Costs shall be disbursed by the Escrow Agent to Pubco promptly (but in any event within five (5) Business Days) after the Purchaser Representative provides written notice to the Seller Representative and the Escrow Agent of such Indemnified Third Party Costs. (e) Payments from the Escrow Account with respect to any Indemnification Claims shall first be paid with the Escrow Shares and then with any remaining property in the Escrow Account. For any Escrow Shares to be disbursed with respect to Indemnification Claims, the Escrow Shares shall be valued at the Pubco Share Price as of the date that an Indemnification Claim is finally determined in accordance with the Share Exchange Business Combination Agreement and this Agreement (the “Resolution Date”). For the avoidance of doubt, the Resolution Date shall be (i) if no Objection Notice is delivered by Bioceres the Seller Representative during the Objection PeriodPeriod (other than with respect to a Third Party Claim), the thirty-first (31) 31st day after the date that the Claim Notice is delivered; (ii) if prior to the date described in clause (i) above, Bioceres the Seller Representative provides affirmative written instructions to the Escrow Agent to release the Escrow Property for the amount set forth in the Claim Notice, the date that the Escrow Agent receives such written instructions; (iii) if Bioceres the Seller Representative provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount (other than with respect to a Third Party Claim), with respect to the undisputed portion of such Claim Amount, the date that the Escrow Agent receives such Objection Notice and Notice; (iv) with respect to any disputed Claim Amount, either the date that the Escrow Agent receives Joint Instructions or a Binding Award; or (v) with respect to any Third Party Claim, that date that such Third Party Claim has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the provisions of the Business Combination Agreement (and if any Third Party Claim is decided or settled in part, the Resolution Date with respect to each part that has not yet been decided or settled shall be the date that such remaining part is decided or settled); provided, that with respect to Indemnified Third Party Costs, the Resolution Date shall be the date that the Purchaser Representative notifies the Seller Representative and the Escrow Agent in writing of the amount of such Indemnified Third Party Costs. (ef) With respect to any Indemnification Claims made in accordance with the Share Exchange Business Combination Agreement and this Agreement on or prior to the Escrow Release Date twelve (12) month anniversary of the Closing (the “Expiration Date”) that remain unresolved at the time of the Escrow Release Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on (i) the Claim Amount included in the Claim Notice (as it may be adjusted) provided by the Union Purchaser Representative and (ii) the value of the Escrow Shares Pubco Share Price as of the Escrow Release Expiration Date), shall remain in the Escrow Account until such time as such Pending Claim has shall have been finally resolved pursuant to the provisions of the Share Exchange Business Combination Agreement and this Agreement. After the Escrow Release Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be disbursed transferred by the Escrow Agent to Bioceresthe Seller Representative (for distribution to Sellers) upon receipt of joint written instructions from the Purchaser Representative and the Seller Representative. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse transfer any Indemnity Escrow Property remaining in the Indemnity Escrow Account to Bioceres. (f) Notwithstanding the foregoing, (i) the Escrow Property shall be distributed and released pursuant to Joint Instructions to pay a specified amount to Union to cover the costs and expenses of any defense and any payment in respect of any settlement of any Proceeding that is subject to an Indemnification Claim that is assumed by the Union Seller Representative (on behalf of Union) pursuant to Section 9.3 of the Share Exchange Agreement and (ii) all interest, earnings or income, if any, earned with respect for distribution to the Escrow Property while held by the Escrow Agent shall be distributed to Bioceres by the Escrow Agent within ten (10) days of the end of each calendar quarterSellers). (g) The Escrow Agent shall also release and deliver such amount of Escrow Property upon receipt of joint written instructions from the Purchaser Representative and the Seller Representative, provided in accordance with Section 2.5(d) of the Business Combination Agreement, or a final, conclusive, non-appealable and binding judgment or order from a court of competent jurisdiction establishing the rights of a party in accordance with this Agreement and the Business Combination Agreement to such Escrow Property in accordance with Section 2.5 of the Business Combination Agreement. (h) Any amount of Escrow Property required to be transferred to any Person pursuant to this Section 4 shall be transferred by the Escrow Agent pursuant to such delivery instructions as provided by the Union Purchaser Representative with respect to Pubco or BioceresSeller Representative with respect to the Sellers, or as provided to any Person pursuant to joint written instructions of the Purchaser Representative and Seller Representative. The Escrow Agent shall rely exclusively on instructions provided by Union the Seller Representative and Bioceres the Purchaser Representative on behalf of Pubco as to the amount and recipient of any distribution of Escrow Property pursuant to this Section 4, or the relevant order of any court of competent jurisdiction or other award granted pursuant to other binding legal process (including any binding arbitration). The Escrow Agent has no duty or responsibility to calculate any distribution or to confirm the accuracy of any distribution amount so instructed.

Delivery of the Escrow Property. The Escrow Agent shall hold the Escrow Property and shall deliver the Escrow Property to either Union Purchaser or Bioceresthe Company Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11 of the Merger Agreement, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property, as applicable, in accordance with the following procedures: (a) At any time and from time to time after Purchaser (with the date hereof but no later than the Escrow Release Date, the Union Purchaser Representative acting on its behalf) may assert a claim for indemnification on behalf of a Union an Indemnified Party pursuant to the Share Exchange Merger Agreement (an “Indemnification Claim”) by providing prompt written notice (as the same may be amended or modified as set forth herein, a “Claim Notice”) of such claim to Bioceres the Seller Representative and the Escrow Agent, which Claim Notice shall describe in include (i) a reasonable detail description of the facts known and circumstances which relate to the Union Indemnified Party giving rise to subject matter of such Indemnification Claim to the extent then known, (ii) the amount of Losses suffered by the Indemnified Party in connection with the claim to the extent known or reasonably estimable (provided, that the Purchaser Representative on behalf of Purchaser may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to the Seller Representative and the amount or good faith estimate of the amount arising therefrom Escrow Agent (such amount, as it may be adjusted, the “Claim Amount”). The Union Representative may) and (iii) whether the Indemnification Claim results from a Third Party Claim; provided, at that the copy of any time supplement an outstanding Claim Notice, including by way of establishing, increasing or reducing the Claim Amount with respect thereto, by delivering such supplement Notice provided to the Escrow Agent, with a contemporaneous copy to BioceresAgent shall be redacted for any confidential or proprietary information of the Indemnifying Party or the Indemnified Party described in clause (i). (b) Unless Bioceres (on behalf of itself and Parent, as applicable) the Seller Representative provides to the Union Purchaser Representative and the Escrow Agent a written notice objecting to such Indemnification Claim (an “Objection Notice”), which ) (with any Objection Notice shall provide provided to the Purchaser Representative, but not the Escrow Agent, including an attachment with a description, in reasonable detail, of the facts upon which such objection is based, ) by 11:59 p.m. New York City time on the thirtieth (30th) day after the date of delivery of the Claim Notice (the date of the delivery of the Claim Notice through such time, the “Objection Period”), Bioceres and/or Parent, as applicable, the Seller Representative on will be deemed to have accepted responsibility for the Losses set forth in such Claim Notice subject to the limitations on indemnification set forth in Article VI of the Merger Agreement and will have no further right to contest the validity of such Claim Notice, and the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse and, subject to Union Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If Bioceres provides an Objection Notice during the Objection Period that disputes only a portion of the Claim AmountSection 4(d), the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse to Union Escrow Property from the Escrow Account in an amount equal to the undisputed portion of the Claim Amount. Notwithstanding the foregoing(or, if during the Objection Period, Bioceres the Seller Representative provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account in an amount equal to the Claim Amount or undisputed portion of the Claim AmountAccount, as applicable, the Escrow Agent shall promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from Bioceresthe Seller Representative), disburse to Union the Purchaser Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If the Seller Representative provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount, subject to Section 4(d), the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period (or, if during the Objection Period, the Seller Representative provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account, promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from the Seller Representative), disburse to the Purchaser Escrow Property from the Escrow Account as instructedin an amount equal to the undisputed portion of the Claim Amount. (c) If Bioceres the Seller Representative timely disputes an Indemnification Claim Claim, by providing an Objection Notice to the Union Purchaser Representative and the Escrow Agent during the Objection Period, the Purchaser Representative and the Seller Representative shall resolve the dispute in accordance with the terms of the Merger Agreement. If an Indemnification Claim is disputed by the Seller Representative, the Escrow Agent shall not distribute to Bioceres the Company Stockholders any portion of the Escrow Property with respect to the disputed portion of the Claim Amount, until receipt of (i) joint written instructions executed and delivered by Bioceres the Seller Representative and the Union Purchaser Representative on behalf of Purchaser stating that the dispute has been resolved and that Union the Indemnified Party has the right to the Claim Amount (or some portion thereof) (“Joint Instructions”) or (ii) a copy of an arbitration award issued pursuant to Section 10.4 of the Merger Agreement or a court order from a court of competent jurisdiction establishing the Union Indemnified Party’s right to the Claim Amount (or some portion thereof) pursuant to the Share Exchange Merger Agreement (a “Binding Award”). Upon receipt of such Joint Instructions or Binding Award, the Escrow Agent shall, without further action on the part of Bioceres the Seller Representative or the Union Purchaser Representative, promptly (in any event within five (5) Business Days) disburse to Union the Purchaser Escrow Property from the Escrow Account in the amount set forth in the Joint Instructions or the Binding AwardAward (less any undisputed amounts already disbursed pursuant to Section 4(b)), as applicable. (d) For the avoidance of doubt, with respect to any Third Party Claim, even if the Seller Representative has agreed that the Company Stockholders are required to provide indemnification to the Indemnified Parties for such Third Party Claim, except for attorneys’ fees and other costs and expenses incurred by the Indemnified Party in connection with its participation in the defense of the Third Party Claim during any period in which the Seller Representative on behalf of the Indemnifying Party is not controlling the defense of the Third Party Claim pursuant to Section 6.4 of the Merger Agreement (“Indemnified Third Party Costs”), no payment shall be made by the Escrow Agent with respect to such Third Party Claim until such Third Party Claim has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the provisions of the Merger Agreement (and if any Third Party Claim is decided or settled in part, each part that has not yet been decided or settled shall not be paid until such remaining part is decided or settled). Escrow Property from the Escrow Account in an amount equal to Indemnified Third Party Costs shall be disbursed by the Escrow Agent to Purchaser promptly (but in any event within five (5) Business Days) after the Purchaser Representative provides written notice to the Seller Representative and the Escrow Agent of such Indemnified Third Party Costs. (e) Payments from the Escrow Account with respect to any Indemnification Claims shall first be paid first with the Escrow Shares and then with any remaining property Escrow Property in the Escrow Account. For any Escrow Shares to be disbursed with respect to Indemnification Claims, the Escrow Shares shall be valued at the Purchaser Share Price as of the date that an Indemnification Claim is finally determined in accordance with the Share Exchange Merger Agreement and this Agreement (the “Resolution Date”). For the avoidance of doubt, the Resolution Date shall be (i) if no Objection Notice is delivered by Bioceres the Seller Representative during the Objection PeriodPeriod (other than with respect to a Third Party Claim), the thirty-first (31) 31st day after the date that the Claim Notice is delivered; (ii) if prior to the date described in clause (i) above, Bioceres the Seller Representative provides affirmative written instructions to the Escrow Agent to release the Escrow Property for the amount set forth in the Claim Notice, the date that the Escrow Agent receives such written instructions; (iii) if Bioceres the Seller Representative provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount (other than with respect to a Third Party Claim), with respect to the undisputed portion of such Claim Amount, the date that the Escrow Agent receives such Objection Notice and Notice; (iv) with respect to any disputed Claim Amount, either the date that the Escrow Agent receives Joint Instructions or a Binding Award; or (v) with respect to any Third Party Claim, that date that such Third Party Claim has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the provisions of the Merger Agreement (and if any Third Party Claim is decided or settled in part, the Resolution Date with respect to each part that has not yet been decided or settled shall be the date that such remaining part is decided or settled); provided, that with respect to Indemnified Third Party Costs, the Resolution Date shall be the date that the Purchaser Representative notifies the Seller Representative and the Escrow Agent in writing of the amount of such Indemnified Third Party Costs. (ef) With respect to any Indemnification Claims made in accordance with the Share Exchange Merger Agreement and this Agreement on or prior to the Escrow Release Date twelve (12) month anniversary of the Closing (the “Expiration Date”) that remain unresolved at the time of the Escrow Release Expiration Date (“Pending Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on (i) the Claim Amount included in the Claim Notice (as it may be adjusted) provided by the Union Purchaser Representative and (ii) the value of the Escrow Shares Purchaser Share Price as of the Escrow Release Expiration Date), shall remain in the Escrow Account until such time as such Pending Claim has shall have been finally resolved pursuant to the provisions of the Share Exchange Merger Agreement and this Agreement. After the Escrow Release Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be disbursed transferred by the Escrow Agent to Bioceresthe Company Stockholders that have previously delivered the Transmittal Documents in accordance with Section 1.11 of the Merger Agreement, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property, upon receipt of joint written instructions from the Purchaser Representative and the Seller Representative. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse transfer any Indemnity Escrow Property remaining in the Indemnity Escrow Account to Bioceres. (f) Notwithstanding the foregoing, (i) Company Stockholders that have previously delivered the Escrow Property shall be distributed and released pursuant to Joint Instructions to pay a specified amount to Union to cover the costs and expenses of any defense and any payment Transmittal Documents in respect of any settlement of any Proceeding that is subject to an Indemnification Claim that is assumed by the Union Representative (on behalf of Union) pursuant to accordance with Section 9.3 1.11 of the Merger Agreement, with each such Company Stockholder receiving its Pro Rata Share Exchange Agreement and (ii) all interest, earnings or income, if any, earned with respect to the of such Escrow Property while held by the Escrow Agent shall be distributed to Bioceres by the Escrow Agent within ten (10) days of the end of each calendar quarterProperty. (g) Any amount of Escrow Property required to be transferred to any Person pursuant to this Section 4 shall be transferred by the Escrow Agent pursuant to such delivery instructions as provided by the Union Purchaser Representative with respect to Purchaser or Bioceresthe Seller Representative with respect to the Company Stockholders. The Escrow Agent shall rely exclusively on instructions provided by Union the Seller Representative on behalf of the Company Stockholders and Bioceres the Purchaser Representative on behalf of Purchaser as to the amount and recipient of any distribution of Escrow Property pursuant to this Section 4, or the relevant order of any court of competent jurisdiction or other award granted pursuant to other binding legal process (including any binding arbitration). The Escrow Agent has no duty or responsibility to calculate any distribution or to confirm the accuracy of any distribution amount so instructed. (h) Any Escrow Property that remains unclaimed by Company Stockholders two (2) years after the Effective Time shall be returned to the Purchaser, upon demand, and any Company Stockholder who has not exchanged its Company Stock for the applicable portion of the Merger Consideration in accordance with Section 1.11 of the Merger Agreement prior to that time shall thereafter look only to the Purchaser for payment of the portion of the Merger Consideration in respect of such shares of Company Stock.

Delivery of the Escrow Property. The Escrow Agent shall hold the Escrow Property and shall deliver the Escrow Property to either Union the Purchaser or Bioceresthe Exchange Agent (for further distribution to the Company Holders in accordance with the Merger Agreement), as applicable, in accordance with the following procedures: (a) At Xxxxx and the INXB Representative agree that, if at any time and from at or prior to 11:59 p.m. New York City time to time after on the date hereof but no later than one (1) year anniversary of the Escrow Release Closing Date (the “Expiration Date”), the Union INXB Representative may on behalf of a Purchaser Indemnified Party or Xxxxx on behalf of a Company Indemnified Party (the INXB Representative and Xxxxx in such capacity each referred to herein as a “Notifying Person”) seeks to assert a claim for indemnification on behalf under Article VII of a Union Indemnified Party pursuant to the Share Exchange Merger Agreement (an “Indemnification Claim”), the following shall apply: (i) by providing prompt The Notifying Person shall deliver to the Escrow Agent and, (x) if the Notifying Person is the INXB Representative, Xxxxx on behalf of the Company Indemnifying Party, or (y) if the Notifying Person is Xxxxx, the INXB Representative on behalf of the Purchaser Indemnifying Party (such Person entitled to receive notice under clauses (x) or (y) as applicable, the “Notified Person”), a written notice (as the same may be amended or modified as set forth herein, a “Claim Notice”) of such claim to Bioceres and the Escrow AgentIndemnification Claim, which Claim Notice shall describe in include (A) a reasonable detail description of the facts known and circumstances which relate to the Union Indemnified Party giving rise to subject matter of such Indemnification Claim to the extent then known and (B) the amount of Losses suffered by the Indemnified Party in connection with the Indemnification Claim to the extent known or reasonably estimable (provided, that the Notifying Person may thereafter in good faith adjust the amount of Losses with respect to the Indemnification Claim by providing a revised Claim Notice to the Notified Person and the amount or good faith estimate of the amount arising therefrom Escrow Agent) (such amount, as it may be adjusted, the “Indemnification Claim Amount”). The Union Representative may; provided, at any time supplement an outstanding Claim Noticethat, including by way the copy of establishing, increasing or reducing the Claim Amount with respect thereto, by delivering such supplement Notice provided to the Escrow Agent, with a contemporaneous copy to BioceresAgent shall be redacted for any confidential or proprietary information of the Indemnifying Party or the Indemnified Party described in clause (A). (bii) Unless Bioceres (on behalf of itself and Parent, as applicable) the Notified Person provides to the Union Representative and the Escrow Agent a written notice objecting to such Indemnification Claim (an “Objection Notice”) during the Objection Period (as defined below) in accordance with Section 4(a)(iv) hereof, the Escrow Agent shall promptly (in any event within three (3) Business Days) after the expiration of the Objection Period (or, if during the Objection Period, the Notified Person provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account, promptly (in any event within three (3) Business Days) after the Escrow Agent’s receipt of such instructions from the Notified Person), which distribute out of the Escrow Property the Indemnification Claim Amount to, (A) if the INXB Representative is the Notifying Person, the Purchaser or, (B) if Xxxxx is the Notifying Person, the Exchange Agent for distribution to the Company Holders in accordance with the Merger Agreement. (iii) If the Notified Person provides an Objection Notice during the Objection Period that disputes only a portion of the Indemnification Claim Amount, the Escrow Agent shall provide promptly (in any event within three (3) Business Days) after its receipt of the Objection Notice, distribute out of the Escrow Property the undisputed portion of the Indemnification Claim Amount to, (A) if the INXB Representative is the Notifying Person, the Purchaser or, (B) if Xxxxx is the Notifying Person, the Exchange Agent for distribution to the Company Holders in accordance with the Merger Agreement. (iv) If the Notified Person objects to the Indemnification Claim made in a Claim Notice, the Notified Person shall deliver concurrently to the Escrow Agent and the Notifying Person an Objection Notice (which notice provided to the Notifying Person, but not the Escrow Agent, shall include an attachment with a description, in reasonable detail, of the facts upon which such objection is based, ) by 11:59 p.m. New York City time on the thirtieth (30th) day after the date of delivery of the Claim Notice (the date of the delivery of the Claim Notice through such time, the “Objection Period”), Bioceres and/or Parent, as applicable, will be deemed to have accepted responsibility for the Losses set forth in such Claim Notice and will have no further right to contest the validity of such Claim Notice, and the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse to Union Escrow Property from the Escrow Account in an amount equal to the Claim Amount. If Bioceres provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount, the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period disburse to Union Escrow Property from the Escrow Account in an amount equal to the undisputed portion of the Claim Amount. Notwithstanding the foregoing, if during the Objection Period, Bioceres provides affirmative written instructions to the Escrow Agent to release Escrow Property from the Escrow Account in an amount equal to the Claim Amount or undisputed portion of the Claim Amount, as applicable, the Escrow Agent shall promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from Bioceres, disburse to Union such Escrow Property from the Escrow Account as instructed. (c) If Bioceres Notified Person timely disputes an Indemnification Claim by providing an Objection Notice to the Union Representative Claim, Xxxxx and the Escrow Agent during INXB Representative shall resolve the Objection Perioddispute in accordance with the terms of the Merger Agreement. If an Indemnification Claim is in dispute, the Escrow Agent shall not distribute to Bioceres any portion of the Escrow Property with respect to the disputed portion of the Indemnification Claim Amount, until receipt of (i) joint written instructions executed and delivered by Bioceres the INXB Representative and the Union Representative Xxxxx stating that the dispute has been resolved and that Union the Indemnified Party has the right to the Indemnification Claim Amount (or some portion thereof) (“Joint Instructions”) or (ii) a copy of an arbitration award or a final non-appealable court order from a court of competent jurisdiction establishing the Union Indemnified Party’s right to the Indemnification Claim Amount (or some portion thereof) pursuant to the Share Exchange Merger Agreement (a “Binding AwardFinal Order”). Upon receipt of such Joint Instructions or Binding AwardFinal Order, the Escrow Agent shall, without further action on the part of Bioceres the INXB Representative or the Union RepresentativeXxxxx, promptly (in any event within five three (53) Business Days) disburse to Union the amount of the Escrow Property from the Escrow Account in the amount set forth in the Joint Instructions or the Binding Awardamount of Escrow Property as set forth in the Final Order (less any undisputed amounts already disbursed pursuant to Section 4(a)(iii)), as applicable. , to, (dA) Payments from if the Escrow Account with respect to any Indemnification Claims shall first be paid with INXB Representative is the Escrow Shares and then with any remaining property in the Escrow Account. For any Escrow Shares to be disbursed with respect to Indemnification ClaimsNotifying Person, the Escrow Shares shall be valued as of Purchaser or, (B) if Xxxxx is the date that an Indemnification Claim is finally determined Notifying Person, the Exchange Agent for distribution to the Company Holders in accordance with the Share Exchange Agreement Merger Agreement. (v) The INXB Representative and this Agreement (Xxxxx agree that the “Resolution Date”). For INXB Representative shall not be entitled to assert any new claim against the avoidance of doubt, the Resolution Date shall be (i) if no Objection Notice is delivered by Bioceres during the Objection Period, the thirty-first (31) day Escrow Property after the date Expiration Date; provided, however, that any claim which is the subject of a Claim Notice is delivered; (ii) if prior to the date described in clause (i) above, Bioceres provides affirmative written instructions submitted to the Escrow Agent to release the Escrow Property for the amount set forth in the Claim Notice, the date that the Escrow Agent receives such written instructions; (iii) if Bioceres provides an Objection Notice during the Objection Period that disputes only a portion of the Claim Amount with respect to the undisputed portion of such Claim Amount, the date that the Escrow Agent receives such Objection Notice and (iv) with respect to any disputed Claim Amount, either the date that the Escrow Agent receives Joint Instructions or a Binding Award. (e) With respect to any Indemnification Claims made in accordance with the Share Exchange Agreement and this Agreement Section 4 on or prior to the Escrow Release Expiration Date that (whether or not formal legal action shall yet have been commenced based upon such claim and whether or not Losses have actually been incurred) shall remain unresolved at the time of viable against the Escrow Release Date Property, subject to final resolution as provided herein and in the Merger Agreement. (“Pending Claims”)b) Promptly after the Expiration Date, all or a portion of the INXB Representative and Xxxxx shall deliver to the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based on (i) Agent joint written instructions executed by both the Claim Amount included in the Claim Notice (as it may be adjusted) provided by the Union INXB Representative and (ii) the value of the Escrow Shares as of the Escrow Release Date), shall remain in the Escrow Account until such Pending Claim has been finally resolved pursuant to the provisions of the Share Exchange Agreement and this Agreement. After the Escrow Release Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be disbursed by Xxxxx directing the Escrow Agent to Bioceresdeliver to the Exchange Agent for distribution to the Company Holders in accordance with the Merger Agreement, an amount equal to the excess (if any) of the remaining balance of the Escrow Property, over the aggregate Reserved Amount (as hereinafter defined) as of 11:59 p.m. (ET) on the Expiration Date in accordance with Section 4(c) below). For purposes of this Agreement: (i) a “Pending Claim” shall mean any Indemnification Claim for which, as of the relevant time, either (x) an Objection Notice has been delivered and remains unresolved or (y) the period of time for the delivery of an Objection Notice has not yet expired; (ii) an “Unpaid Claim” shall mean an Indemnification Claim for which, as of the relevant time, the Escrow Agent is required pursuant to this Section 4 to make a payment to the Indemnified Parties, but for which the Escrow Agent has not yet made such payment; and (iii) the “Reserved Amount” shall mean the aggregate dollar amount for all Pending Claims (less any undisputed amounts already distributed pursuant to Section 4(a)(iii)) and Unpaid Claims as of the relevant time. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewithClaims, the Escrow Agent shall disburse any remaining Escrow Property remaining in the Escrow Account to Bioceres. the Exchange Agent (f) Notwithstanding the foregoing, (i) the Escrow Property shall be distributed and released pursuant to Joint Instructions to pay a specified amount to Union to cover the costs and expenses of any defense and any payment in respect of any settlement of any Proceeding that is subject to an Indemnification Claim that is assumed by the Union Representative (on behalf of Union) pursuant to Section 9.3 of the Share Exchange Agreement and (ii) all interest, earnings or income, if any, earned with respect for distribution to the Escrow Property while held by Company Holders in accordance with the Escrow Agent shall be distributed to Bioceres by the Escrow Agent within ten (10) days of the end of each calendar quarterMerger Agreement). (g) Any amount of Escrow Property required to be transferred to any Person pursuant to this Section 4 shall be transferred by the Escrow Agent pursuant to such delivery instructions as provided by the Union Representative or Bioceres. The Escrow Agent shall rely exclusively on instructions provided by Union Representative and Bioceres as to the amount and recipient of any distribution of Escrow Property pursuant to this Section 4, or the relevant order of any court of competent jurisdiction or other award granted pursuant to other binding legal process (including any binding arbitration). The Escrow Agent has no duty or responsibility to calculate any distribution or to confirm the accuracy of any distribution amount so instructed.