Common use of Representation on the Board Clause in Contracts

Representation on the Board. (a) Unless this provision terminates pursuant to Section 2.11(c) below, from the Effective Time until the third annual stockholders' meeting of the Corporation that occurs following the end of the calendar year in which the Effective Time occurs (the "Transition Time"), the Board shall consist of eight Ranger Directors and seven Ring Directors (as such terms are defined below). If, at any time prior to the Transition Time, (A) the number of Ranger Directors does not exceed by one the number of Ring Directors serving, or the number of Ranger Directors that would be serving following the next stockholders' meeting at which Directors are to be elected would not exceed by one the number of Ring Directors then serving, then the Board and the Nominating Committee thereof shall nominate for election at the next stockholders' meeting at which Directors are to be elected such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors) to ensure that, following such election, the number of Ranger Directors serving on the Board exceeds by one the number of Ring Directors serving on the Board or (B) there shall occur any vacancy in any directorship held by any Ranger Director or Ring Director, then the Board shall appoint for the remainder of the full term of such directorship such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors). (b) Following the 12-month anniversary of the Effective Time, the first vacancy on the Board that occurs with respect to a Ranger Director shall not be filled and instead the number of directors that constitutes the entire Board of Directors at such time shall be reduced by one.

Representation on the Board. (a) Unless this provision terminates pursuant Subject to Section 2.11(capplicable law, for so long as Sponsor Stockholder beneficially owns, in the aggregate, a number of shares of Common Stock representing: (i) below, from the Effective Time until the third annual stockholders' meeting at least 25.1% of the Corporation that occurs following issued and outstanding shares of Common Stock, Sponsor Stockholder shall be entitled to designate five director nominees who the end Company shall nominate to stand for election to the Board, of which at least two shall qualify as an Independent Director; (ii) less than 25.1% but at least 15% of the calendar year in which issued and outstanding shares of Common Stock, Sponsor Stockholder shall be entitled to designate three director nominees who the Effective Time occurs Company shall nominate to stand for election to the Board; or (iii) less than 15% but at least 5% of the "Transition Time")issued and outstanding shares of Common Stock, Sponsor Stockholder shall be entitled to designate one director nominee who the Company shall nominate to stand for election to the Board. The number of director nominees that Sponsor Stockholder may be entitled to designate from time to time shall be adjusted proportionally (rounded down to the nearest whole number) if the Company changes the number of directors that constitute the Board shall consist of eight Ranger Directors and seven Ring Directors to a number that is greater or less than 12; provided that, notwithstanding the foregoing, prior to the Fallaway Date (as such terms are defined below), if any such proportional adjustment would otherwise result in Sponsor Stockholder being entitled to less than one director on the Board, such proportional adjustment shall instead be rounded up to one director. IfFor the absence of doubt, at any time in no event shall Sponsor Stockholder be entitled to designate a fraction of the Board that exceeds 5/12ths. Any director (A) nominated in accordance with this Section 3.01 and thereafter duly elected, (B) initially identified by Xxxxxx Partner who serves on the Board immediately after the Merger Effective Time in accordance with the Merger Agreement and (C) who is recommended by Xxxxxx Partner Equityholder and approved by a majority of the Board to replace a director described in the foregoing clauses (A) and (B) who has resigned or otherwise ceased to serve on the Board prior to the Transition Timeexpiration of his or her term are referred to herein, (A) collectively, as the “Specified Directors” and, individually, as a “Specified Director.” From and after the first date that Sponsor Stockholder no longer beneficially owns, in the aggregate, a number of Ranger Directors does not exceed by one shares of Common Stock representing at least 5% of the number issued and outstanding shares of Ring Directors servingCommon Stock (the “Fallaway Date”), or the number of Ranger Directors that would Sponsor Stockholder shall no longer be serving following the next stockholders' meeting at which Directors are entitled to be elected would not exceed by one the number of Ring Directors then serving, then designate any director nominee to stand for election to the Board and the Nominating Committee thereof shall nominate for election at the next stockholders' meeting at which Directors are pursuant to be elected such person or persons as may be designated by the remaining Ranger Directors this Section 3.01 (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors) to ensure that, following such election, the number of Ranger Directors serving on the Board exceeds by one the number of Ring Directors serving on the Board or (B) there shall occur any vacancy in any directorship held by any Ranger Director or Ring Director, then the Board shall appoint for the remainder avoidance of doubt, nomination rights pursuant to this Section 3.01 shall cease after the Fallaway Date regardless of whether Sponsor Stockholder acquires beneficial ownership of 5% or more of the full term issued and outstanding shares of such directorship such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger DirectorsCommon Stock at any subsequent time). (b) Following Any director nominee designated by Sponsor Stockholder in accordance with this Section 3.01 shall only be required to satisfy eligibility requirements, as reasonably determined by the 12-month anniversary Nominating and Governance Committee, that are generally applicable to all nominees to the Board. Notwithstanding anything to the contrary herein, Sponsor Stockholder’s director nominee designation and other governance rights are subject to compliance with applicable laws, including antitrust laws. (c) With respect to any individual nominated to stand for election to the Board by Sponsor Stockholder pursuant to Section 3.01(a) of this Agreement, the Company will, subject to timely receipt of the Effective Timeinformation required pursuant to Section 3.01(d), include such Specified Directors in the first vacancy Company’s proxy statement and proxy card and recommend, support and solicit proxies for the election of such Specified Directors in substantially the same manner as it recommends, supports and solicits proxies for the election of the Company’s other director nominees. (d) Sponsor Stockholder shall, and shall cause any individual nominated for election to the Board by Sponsor Stockholder to, timely provide the Company with accurate and complete information relating to Sponsor Stockholder and such nominee that may be required to be disclosed by the Company under the Securities Act or the Exchange Act, including such information required to be furnished by the Company with respect to such nominee in a proxy statement pursuant to Rule 14a-101 promulgated under the Exchange Act, and the nationality of such nominee. In addition, Sponsor Stockholder shall cause such nominee to (i) complete and execute the Company’s director and officer questionnaire prior to the Company’s filing of the preliminary proxy statement for the applicable stockholder meeting or at such other time as may be reasonably requested by the Company, (ii) consent to customary background checks and credit reviews by the Company, (iii) execute an acknowledgement that such nominee will agree to abide by the terms of the applicable governance documents of the Company, including the corporate governance guidelines, charter, bylaws, committee charters or similar agreements in effect from time to time (such acknowledgement being the same in form and substance as that executed by other director candidates), and (iv) take any other actions as may be necessary and customary for onboarding of directors and generally applicable to all directors and director candidates of the Company, including such additional documentation that may be necessary to address a lack of certain security clearances. In addition, if the Company has a form of director confidentiality agreement, each nominee shall be required to execute such agreement. (e) If any Specified Director ceases to serve on the Board that occurs with respect for any reason, the vacancy resulting from such Specified Director ceasing to a Ranger Director shall not serve on the Board may be filled and instead by resolution of a majority of the number of directors that constitutes the entire Board of Directors at such time shall be reduced by onethen in office.

Representation on the Board. (a) Unless this provision terminates pursuant For so long as the Shareholders collectively continue to Section 2.11(cbeneficially own, directly or indirectly, (i) belowat least fifty percent (50%) of the Initial Share Ownership Amount, from the Effective Time until Shareholders shall be entitled to nominate two (2) Directors (with each such Director referred to as a “UAC Director” and collectively, as the third “UAC Directors”) to the Board of Directors of the Company (the “Board”) at every annual stockholders' meeting of the Corporation that occurs following the end Company, and (ii) at least twenty-five percent (25%) of the calendar year in which the Effective Time occurs Initial Share Ownership Amount (the "Transition Time"“Minimum Shares”), the Board Shareholders shall consist of eight Ranger Directors and seven Ring Directors be entitled to nominate one (as such terms are defined below). If, at any time prior 1) UAC Director to the Transition Time, (A) the number of Ranger Directors does not exceed by one the number of Ring Directors serving, or the number of Ranger Directors that would be serving following the next stockholders' Board at every annual meeting at which Directors are to be elected would not exceed by one the number of Ring Directors then serving, then the Board and the Nominating Committee thereof shall nominate for election at the next stockholders' meeting at which Directors are to be elected such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors) to ensure that, following such election, the number of Ranger Directors serving on the Board exceeds by one the number of Ring Directors serving on the Board or (B) there shall occur any vacancy in any directorship held by any Ranger Director or Ring Director, then the Board shall appoint for the remainder of the full term Company. Bioceres hereby agrees to vote in favor of the appointment of such directorship such person or persons as may be designated by UAC Directors. ____________________ 1 Outstanding shares of all the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors)initial shareholders. (b) Following On the 12-month anniversary Closing Date, Bioceres shall cause two UAC Directors that are identified and designated by the Shareholders to be appointed to the Board. If, as a result of death, disability, retirement, resignation, removal or otherwise, any UAC Director is unable to serve on the Board, the Shareholders shall be entitled to designate a replacement UAC Director to serve on the Board. In such event, Bioceres and the Company shall take any and all necessary actions to ensure the election or appointment, as applicable, of such designated UAC Director to the Board. (c) As of immediately following the Closing Date, after giving effect to the appointment of the Effective Timetwo UAC Directors, the first vacancy Board will be comprised of seven (7) members. (d) The UAC Directors shall be entitled to the same rights, capacities, entitlements, compensation (if she or he serves as an independent director), indemnification and insurance in connection with his or her role as a director as other members of the Board, and shall be entitled to reimbursement for all reasonable documented, out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as other members of the Board. The Company shall, upon the appointment of the UAC Directors, enter into indemnification agreements in the same form as applicable to other members of the Board with such UAC Directors. (e) In addition, each UAC Director shall be entitled to coverage under the Company’s directors’ and officers’ liability insurance with the same coverage as, and containing terms and conditions no less favorable than, those available to the other members of the Board; which coverage shall be effective upon his or her appointment to the Board and, for the avoidance of doubt, which shall continue in accordance with its terms notwithstanding the termination of this Agreement. (f) The UAC Directors shall be entitled to serve on the Board audit committee of the Board; provided, however, that occurs with respect to notwithstanding the foregoing, a Ranger UAC Director shall not be filled entitled to serve on the audit committee of the Board if, as determined in good faith by a majority of the Board (based upon the advice of outside legal counsel), such service on the audit committee would violate any applicable laws or applicable listing rules. (g) The Company and instead the number Board shall ensure, to the extent lawful, at all times that the Articles and corporate governance policies and guidelines of directors the Company are not at any time inconsistent with this Section 2. (h) The Shareholders acknowledge and agree that constitutes all Directors (including the entire Board of Directors at such time UAC Directors) shall be reduced by onesubject to the Company’s code of business conduct and ethics.

Representation on the Board. (a) Unless this provision terminates pursuant For so long as the Shareholders collectively continue to Section 2.11(cbeneficially own, directly or indirectly, (i) belowat least fifty percent (50%) of the Initial Share Ownership Amount, from the Effective Time until Shareholders shall be entitled to nominate two (2) Directors (with each such Director referred to as a “UAC Director” and collectively, as the third “UAC Directors”) to the Board of Directors of the Company (the “Board”) at every annual stockholders' meeting of the Corporation that occurs following the end Company, and (ii) at least twenty-five percent (25%) of the calendar year in which the Effective Time occurs Initial Share Ownership Amount (the "Transition Time"“Minimum Shares”), the Board Shareholders shall consist of eight Ranger Directors and seven Ring Directors be entitled to nominate one (as such terms are defined below). If, at any time prior 1) UAC Director to the Transition Time, (A) the number of Ranger Directors does not exceed by one the number of Ring Directors serving, or the number of Ranger Directors that would be serving following the next stockholders' Board at every annual meeting at which Directors are to be elected would not exceed by one the number of Ring Directors then serving, then the Board and the Nominating Committee thereof shall nominate for election at the next stockholders' meeting at which Directors are to be elected such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors) to ensure that, following such election, the number of Ranger Directors serving on the Board exceeds by one the number of Ring Directors serving on the Board or (B) there shall occur any vacancy in any directorship held by any Ranger Director or Ring Director, then the Board shall appoint for the remainder of the full term Company. Bioceres hereby agrees to vote in favor of the appointment of such directorship such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring UAC Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors). (b) Following On the 12-month anniversary Closing Date, Bioceres shall cause two UAC Directors that are identified and designated by the Shareholders to be appointed to the Board. If, as a result of death, disability, retirement, resignation, removal or otherwise, any UAC Director is unable to serve on the Board, the Shareholders shall be entitled to designate a replacement UAC Director to serve on the Board. In such event, Bioceres and the Company shall take any and all necessary actions to ensure the election or appointment, as applicable, of such designated UAC Director to the Board. (c) As of immediately following the Closing Date, after giving effect to the appointment of the Effective Timetwo UAC Directors, the first vacancy Board will be comprised of seven (7) members. (d) The UAC Directors shall be entitled to the same rights, capacities, entitlements, compensation (if she or he serves as an independent director), indemnification and insurance in connection with his or her role as a director as other members of the Board, and shall be entitled to reimbursement for all reasonable documented, out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as other members of the Board. The Company shall, upon the appointment of the UAC Directors and resignation of one UAC Director, enter into an indemnification agreement with the remaining UAC Directors in the same form as applicable to other members of the Board with such UAC Directors. (e) In addition, each UAC Director shall be entitled to coverage under the Company’s directors’ and officers’ liability insurance with the same coverage as, and containing terms and conditions no less favorable than, those available to the other members of the Board; which coverage shall be effective upon his or her appointment to the Board and, for the avoidance of doubt, which shall continue in accordance with its terms notwithstanding the termination of this Agreement. (f) The UAC Directors shall be entitled to serve on the Board audit committee of the Board; provided, however, that occurs with respect to notwithstanding the foregoing, a Ranger UAC Director shall not be filled entitled to serve on the audit committee of the Board if, as determined in good faith by a majority of the Board (based upon the advice of outside legal counsel), such service on the audit committee would violate any applicable laws or applicable listing rules. (g) The Company and instead the number Board shall ensure, to the extent lawful, at all times that the Articles and corporate governance policies and guidelines of directors the Company are not at any time inconsistent with this Section 2. (h) The Shareholders acknowledge and agree that constitutes the entire Board of all Directors at such time (including any UAC Directors) shall be reduced by onesubject to the Company’s code of business conduct and ethics.

Representation on the Board. (a) Unless this provision terminates pursuant For so long as the Shareholders collectively continue to Section 2.11(cbeneficially own, directly or indirectly, at least twenty-five percent (25%) belowof the Initial Share Ownership Amount (the “Minimum Shares”), from the Effective Time until Shareholders shall be entitled to nominate one (1) Director (a “UAC Director”) to the third Board of Directors of the Company (the “Board”) at every annual stockholders' meeting of the Corporation that occurs following the end Company. Bioceres hereby agrees to vote in favor of the calendar year in which the Effective Time occurs (the "Transition Time"), the Board shall consist of eight Ranger Directors and seven Ring Directors (as such terms are defined below). If, at any time prior to the Transition Time, (A) the number of Ranger Directors does not exceed by one the number of Ring Directors serving, or the number of Ranger Directors that would be serving following the next stockholders' meeting at which Directors are to be elected would not exceed by one the number of Ring Directors then serving, then the Board and the Nominating Committee thereof shall nominate for election at the next stockholders' meeting at which Directors are to be elected such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors) to ensure that, following such election, the number of Ranger Directors serving on the Board exceeds by one the number of Ring Directors serving on the Board or (B) there shall occur any vacancy in any directorship held by any Ranger Director or Ring Director, then the Board shall appoint for the remainder of the full term appointment of such directorship such person or persons as may be designated by the remaining Ranger Directors (if the number of Ranger Directors is, or would otherwise become, less than or equal to the number of Ring Directors) or by the remaining Ring Directors (if the number of Ring Directors is, or would otherwise become, less than one less than the number of Ranger Directors)UAC Director. (b) Following On the 12-month anniversary Closing Date, Bioceres shall cause two (2) UAC Directors that are identified and designated by the Shareholders to be appointed to the Board; provided, that, one (1) such UAC Director shall immediately resign. If, as a result of death, disability, retirement, resignation, removal or otherwise, the remaining UAC Director is unable to serve on the Board, the Shareholders shall be entitled to designate a replacement UAC Director to serve on the Board. In such event, Bioceres and the Company shall take any and all necessary actions to ensure the election or appointment, as applicable, of such designated UAC Director to the Board. (c) As of immediately following the Closing Date, after giving effect to the appointment of two (2) UAC Directors, one of whom will immediately resign, the Board will be comprised of seven (7) members. (d) The UAC Director shall be entitled to the same rights, capacities, entitlements, compensation (if she or he serves as an independent director), indemnification and insurance in connection with his or her role as a director as other members of the Effective TimeBoard, and shall be entitled to reimbursement for all reasonable documented, out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as other members of the Board. The Company shall, upon the appointment of the UAC Directors and resignation of one UAC Director, enter into indemnification agreement with the remaining UAC Director in the same form as applicable to other members of the Board with such UAC Directors. (e) In addition, the first vacancy UAC Director shall be entitled to coverage under the Company’s directors’ and officers’ liability insurance with the same coverage as, and containing terms and conditions no less favorable than, those available to the other members of the Board; which coverage shall be effective upon his or her appointment to the Board and, for the avoidance of doubt, which shall continue in accordance with its terms notwithstanding the termination of this Agreement. (f) The UAC Director shall be entitled to serve on the Board audit committee of the Board; provided, however, that occurs with respect to a Ranger notwithstanding the foregoing, such UAC Director shall not be filled entitled to serve on the audit committee of the Board if, as determined in good faith by a majority of the Board (based upon the advice of outside legal counsel), such service on the audit committee would violate any applicable laws or applicable listing rules. (g) The Company and instead the number Board shall ensure, to the extent lawful, at all times that the Articles and corporate governance policies and guidelines of directors the Company are not at any time inconsistent with this Section 2. (h) The Shareholders acknowledge and agree that constitutes the entire Board of all Directors at such time (including any UAC Director) shall be reduced by onesubject to the Company’s code of business conduct and ethics.