Standard Contracts
FORM OF DEPOSIT AGREEMENTDeposit Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals • New York
DEPOSIT AGREEMENT, dated as of [●], 2018, by and among (i) Bioceres S.A., a sociedad anónima incorporated under the laws of Argentina, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
Ladies and Gentlemen, Bioceres S.A. (the “Company”) is pleased to extend Monsanto Argentina S.R.L. (“Monsanto”) and BAF Latam Credit Fund B.V. (“BAF”) an offer for a Registration Rights Agreement, pursuant to the terms and conditions attached hereto...Registration Rights Agreement • April 27th, 2018 • Bioceres S.A. • Agricultural chemicals • New York
This Offer is unconditional and irrevocable for the Company and may only be accepted upon its terms and conditions by Monsanto and BAF in accordance with the terms hereof.
Bioceres S.A. [●] American Depositary Shares Representing [●] Ordinary Shares (Nominal Value [●] Per Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals • New York
This is to inform you, in our capacity as the Representatives of the several Underwriters, residing at [●], that we accept the Lock-Up Agreements executed by the individuals and entities listed in Annex A attached hereto.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Confidentiality Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
THIS SPECIFIC AGREEMENT is entered into by the Commission of the National Council for Scientific and Technological Research (Consejo Nacional de Investigaciones Cientificas y Técnicas, CONICET), hereupon represented by its President, Eduardo Charreau, domiciled at Rivadavia 1917, Capital Federal, hereinafter referred to as “CONICET”; Universidad Nacional del Litoral, hereupon represented by its Rector, Engineer Mario Domingo Barletta, domiciled at Bv. Pellegrini 2750, Santa Fe, hereinafter referred to as “THE UNL;” on the one hand, and on the other Bioceres Sociedad Anónima, hereupon represented by Engineer Gustavo Grobocopatel in his capacity of President, being its legal address Paraguay 777, 8th floor, office 4, Rosario, province of Santa Fe, hereinafter referred to as “THE COMPANY.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Framework Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
FD ADMIRAL SAS, a French corporation with offices at 59242 Cappelle-en-Pévèle, France, (hereinafter “FD”), one of the affiliates of Florimond Desprez Veuve & Fils SAS.
AGREEMENT BETWEEN CONICET AND INDEARCollaboration Agreement • October 30th, 2017 • Bioceres S.A. • Agricultural chemicals
This Agreement is entered into by Consejo Nacional de Investigaciones Cinetíficas y Técnicas, hereinafter the “CONICET”, domiciled at Avenida Rivadavia 1917, Ciudad de Buenos Aires, hereupon represented by its President Dr. Eduardo Charreau on the one hand, and on the other hand, INDEAR S.A., hereinafter “INDEAR”, being its legal address Paraguay 777, 8th floor, Rosario, Santa Fe Province, hereupon represented by its President Lic. Marcelo Arguelles, hereinafter referred to as the “Parties”;
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Royalty Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
That the aforementioned file resulted in the approval of an agreement celebrated by this National Council, the National University of Litoral (Universidad Nacional del Litoral, UNL) and Bioceres.
Buenos Aires, October 14th, 2016 Messrs. BAF Latam Trade Finance Fund B.V.Credit Facility Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals • New York
This Offer is unconditional and irrevocably for the BORROWER and SURETY and may only be accepted upon its terms and conditions by the LENDER in accordance with the terms hereof.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Confidentiality Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
This Agreement is entered into by the Commission of the National Council for Scientific and Technological Research (Consejo Nacional de Investigaciones Científicas y Técnicas, CONICET), domiciled at Rivadavia 1917, Ciudad Autónoma de Buenos Aires, hereinafter referred to as “CONICET”, hereupon represented by its President, Dr. Marta Graciela Rovira; the National University of Litorial, hereinafter referred to as “UNL”, domiciled at Bv. Pellegrini 2750, Santa Fe, hereupon represented by its Rector, Ing. Albor Cantard on the one hand; and on the other, Bioceres S.A, domiciled at Ocampo 210 Bis, Predio CCT, Edificio Indear, Rosario, Provincia de Santa Fe, hereupon represented by its President Mr. Marcelo Canrique, hereinafter referred to as “THE COMPANY”, which together with CONICET and UNL shall hereinafter be referred to as “Parties”; the Parties enter into this Agreement, which will be subject to the following background and provisions (the “Agreement”):
INDEMNITY AGREEMENTIndemnification Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
This Indemnity Agreement (this “Agreement”), dated as of [●], (the “Effective Date”) is made by and between Bioceres S.A., a company organized and existing under the law of Argentina, being its legal address Ocampo 210 bis, Predio CCT, Efidicio Indear, Rosario, Santa Fe (the “Company”), and [Ÿ] (the “Indemnitee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED....Letter Agreement • September 24th, 2015 • Bioceres S.A. • Agricultural chemicals • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is dated as of February 24, 2012 (the “Effective Date”) and made by and among Verdeca LLC, a Delaware limited liability company (the “Company”), Bioceres, Inc., a Delaware corporation (“BUSA”), and Arcadia Biosciences, Inc. an Arizona corporation (“Arcadia”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Syndicated Loan Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
De Boelelaan 7, 1083HJ, Amsterdam, The Netherlands Dear Sirs, BIOCERES S.A. (“BORROWER”) and BIOCERES INC. (“SURETY”) is pleased to extend to BAF Latam Trade Finance Fund B.V. (“LENDER”) an offer of First Amendment for a Credit Facilty Agreement,...Credit Facility Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
This Offer is unconditional and irrevocably for the BORROWER and SURETY and may only be accepted upon its terms and conditions by the LENDER in accordance with the terms hereof.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED....Letter Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals • Delaware
ArcadiaBiosciences, Inc., an Arizona corporation with offices at 202 Cousteau Place, Suite 200, Davis, CA 95618 USA (hereinafter “ARCADIA”),
ContractPurchase Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Collaboration Agreement • May 20th, 2015 • Bioceres S.A. • Agricultural chemicals
This Agreement is entered into by the Commission of the National Council for Scientific and Technological Research (Consejo Nacional de Investigaciones Científicas y Técnicas, CONICET), domiciled at Rivadavia 1917, Ciudad Autónoma de Buenos Aires, hereinafter referred to as “CONICET”, hereupon represented by its President, Dr. Marta Graciela Rovira; the National University of Litorial, hereinafter referred to as “UNL”, domiciled at Bv. Pellegrini 2750, Santa Fe, hereupon represented by its Rector, Ing. Albor Cantard on the one hand; and on the other, Bioceres S.A, domiciled at Ocampo 210 Bis, Predio CCT, Edificio Indear, Rosario, Provincia de Santa Fe, hereupon represented by its President Mr. Marcelo Canrique, hereinafter referred to as “THE COMPANY”, which together with CONICET and UNL shall hereinafter be referred to as “Parties”; the Parties enter into this Agreement, which will be subject to the following background and provisions (the “Agreement”):
Joint Filing AgreementJoint Filing Agreement • April 5th, 2022 • Bioceres S.A. • Agricultural chemicals
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, $0.0001 par value, of Bioceres Crop Solutions Corp. and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of April 4, 2022.
OFFER LETTER– CAPITALIZATIONParticipation Rights Agreement • March 23rd, 2018 • Bioceres S.A. • Agricultural chemicals • New York
This Offer Letter, dated as of March 16, 2018 (this “Offer Letter”), relates to (i) the Participation Rights Agreement (the “PRA”) dated April 8, 2016, entered into by and among Bioceres S.A., a sociedad anónima organized and existing under the laws of Argentina (the “Company”) and Monsanto Argentina, S.R.L. (f/k/a Monsanto Argentina S.A.I.C., and hereafter “Monsanto”) and BAF Latam Trade Finance Fund B.V. (“BAF Latam”), which agreement was assigned to BAF Latam Credit Fund B.V. (“BAF Credit”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED....Funding Option and Stock Purchase Agreement • May 20th, 2015 • Bioceres S.A. • Agricultural chemicals
This AMENDMENT #1 TO THE FUNDING OPTION AND STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of September, 29, 2014 (the “Amendment Effective Date”), by and between Bioceres S.A., an Argentine company having its principal place of business at Ocampo 210bis (CP2000) Rosario, Provincia de Santa Fe, Argentina (“Bioceres”) and Arcadia Biosciences, Inc., an Arizona corporation (“Arcadia” and together with Bioceres, each a “Party” and together, the “Parties”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement (as defined below).
ContractOffer Agreement • October 30th, 2017 • Bioceres S.A. • Agricultural chemicals
AGREEMENT BETWEEN CONICET AND INDEARAgreement Between Conicet and Indear • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
This Agreement is entered into by Consejo Nacional de Investigaciones Cinetíficas y Técnicas, hereinafter the “CONICET”, domiciled at Avenida Rivadavia 1917, Ciudad de Buenos Aires, hereupon represented by its President Dr. Eduardo Charreau on the one hand, and on the other hand, INDEAR S.A., hereinafter “INDEAR”, being its legal address Paraguay 777, 8th floor, Rosario, Santa Fe Province, hereupon represented by its President Lic. Marcelo Arguelles, hereinafter referred to as the “Parties”;
ContractEquity Participation Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
Joint Filing AgreementJoint Filing Agreement • October 15th, 2021 • Bioceres S.A. • Agricultural chemicals
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, $0.0001 par value, of Bioceres Crop Solutions Corp. and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of October 15, 2021.
JOINT FILING AGREEMENTJoint Filing Agreement • March 22nd, 2019 • Bioceres S.A. • Agricultural chemicals
AGREEMENT dated as of March 22, 2019 by and Bioceres LLC, a Delaware limited liability company, and Bioceres S.A., a company organized under the laws of Argentina (together, the “Parties”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Confidentiality Agreement • October 30th, 2017 • Bioceres S.A. • Agricultural chemicals
That the aforementioned file resulted in the approval of an agreement celebrated by this National Council, the National University of Litoral (Universidad Nacional del Litoral, UNL) and Bioceres.
To María Marta Mac Mullen Pedro Enrique Mac Mullen International Property Services Corp.Call Option Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
We are writing to you regarding the negotiations held this month regarding the call option of a part of your equity interest in Rizobacter Argentina S.A., a corporation duly incorporated under the laws of Argentina, having its principal place of business at Dr. Arturo Frondizi 1150 (Parque Industrial Pergamino, Pergamino, Provincia de Buenos Aires) (“RASA”) in order to present for your consideration (the “Selling Shareholders” and/ or “MMM” and/ or “PMM” and/ or “IPS”, as appropriate, and together with Bioceres S.A., the “Buyer” and/ or “Bioceres”, the “Parties” and/ or the “Party”, as appropriate) the following call option offer (the “Offer”).
ENGLISH TRANSLATION]Loan Agreement • September 24th, 2015 • Bioceres S.A. • Agricultural chemicals
Joint Filing AgreementJoint Filing Agreement • July 25th, 2022 • Bioceres S.A. • Agricultural chemicals
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, $0.0001 par value, of Bioceres Crop Solutions Corp. and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of July 25, 2022.
OFFER LETTER– CAPITALIZATIONOffer Letter • March 23rd, 2018 • Bioceres S.A. • Agricultural chemicals • New York
This Offer Letter, dated as of March 1, 2018 (this “Offer Letter”), relates to (i) the Participation Rights Agreement (the “PRA No. 1”) dated April 8, 2016, entered into by and among Bioceres S.A., a sociedad anónima organized and existing under the laws of Argentina (the “Company”) and Monsanto Argentina, S.R.L. (f/k/a Monsanto Argentina S.A.I.C., and hereafter “Monsanto”) and BAF Latam Trade Finance Fund B.V. (“BAF Latam”), which agreement was assigned to BAF Latam Credit Fund B.V.(“BAF Credit”); (ii) the Participation Rights Agreement (the “PRA No. 2”) dated October 14, 2016, entered into by and among the Company and BAF Latam, which agreement was assigned to BAF Credit; and (iii) the Participation Rights Agreement (the “PRA No. 3”, and together with the PRA No. 1 and PRA No. 2, the “Participation Rights Agreements”) dated October 14, 2016, entered into by and among the Company and BAF Latam, which agreement was assigned to a BAF Credit.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Collaboration Agreement • May 20th, 2015 • Bioceres S.A. • Agricultural chemicals
THIS SPECIFIC AGREEMENT is entered into by the Commission of the National Council for Scientific and Technological Research (Consejo Nacional de Investigaciones Cientificas y Técnicas, CONICET), hereupon represented by its President, Eduardo Charreau, domiciled at Rivadavia 1917, Capital Federal, hereinafter referred to as “CONICET”; Universidad Nacional del Litoral, hereupon represented by its Rector, Engineer Mario Domingo Barletta, domiciled at Bv. Pellegrini 2750, Santa Fe, hereinafter referred to as “THE UNL;” on the one hand, and on the other Bioceres Sociedad Anónima, hereupon represented by Engineer Gustavo Grobocopatel in his capacity of President, being its legal address Paraguay 777, 8th floor, office 4, Rosario, province of Santa Fe, hereinafter referred to as “THE COMPANY.”
