10,000,000 Units UNION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
Union Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2019 • Union Acquisition Corp. • Blank checks • New York
This Amended and Restated Registration Rights Agreement (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”) is entered into as of the [●] day of [●], 2018, by and among Bioceres Crop Solutions Corp. (f/k/a “Union Acquisition Corp.” or “UAC”), a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
This agreement is made as of February 27, 2018 between Union Acquisition Corp., a Cayman Islands exempted company, with offices at 400 Madison Avenue, Suite 11A, New York, NY 10017 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 27, 2018 between Union Acquisition Corp, a Cayman Islands exempted company with offices at 400 Madison Avenue, Suite 11A, New York, New York 10017 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • February 8th, 2019 • Union Acquisition Corp. • Blank checks • New York
This agreement is made as of ____________, 2018 (this “Agreement”), by and between Bioceres Crop Solutions Corp. (f/k/a “Union Acquisition Corp.,” referred to herein as “UAC”), a Cayman Islands exempted company, (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
Union Acquisition Corp. 400 Madison Avenue, Suite 11A New York, NY 10017 Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th Floor New York, New York 10172Underwriting Agreement • February 23rd, 2018 • Union Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Union Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co. Inc. (“LT”) as Representative of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Public Units”), each comprised of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), one right and one warrant, with each warrant entitling the holder to purchase one Ordinary Share (“Warrant”) at a price of $11.50. Certain capitalized terms used herein are defined in Section 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
This Agreement is made as of February 27, 2018 by and between Union Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
UNION ACQUISITION CORP. 400 Madison Ave, Suite 11A New York, NY 10017Office Space and Administrative Services Agreement • February 8th, 2018 • Union Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Union Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Atlantic-Pacific Capital, Inc. and UCG International Corp. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time. In exchange therefor, the Company shall pay Atlantic-Pacific Capital, Inc. and UCG International Corp. the aggregate sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Each of Atlantic-Pacific Cap
Amendment to the Exchange AgreementExchange Agreement • December 20th, 2018 • Union Acquisition Corp. • Blank checks
This AMENDMENT (this “Amendment”) TO THE EXCHANGE AGREEMENT (as defined herein) is made effective as of December 19, 2018 by and between Union Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“Union”), Joseph J. Schena, solely in his capacity as representative of the holders of Union Ordinary Shares immediately prior to the Closing (the “Pre-Closing Union Representative”) and Bioceres, Inc., a Delaware corporation (“Bioceres”). Reference is made to that certain SHARE EXCHANGE AGREEMENT (the “Exchange Agreement”), dated November 8, 2018, by and among Union, the Pre-Closing Union Representative and Bioceres. Capitalized terms used herein and not otherwise defined, shall have the meaning set forth in the Exchange Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 8th, 2018 • Union Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _______ ___, 2018 (“Agreement”), by and among UNION ACQUISITION CORP., a Cayman Islands exempted company (“Company”), UNION GROUP INTERNATIONAL HOLDINGS LIMITED (“Union Group”), KYLE P. BRANSFIELD, GERALD W. HADDOCK, DANIEL W. FINK, JOSEPH J. SCHENA, JIM MANLEY, UNION ACQUISITION ASSOCIATES, LLC, BOOKLINE CAPITAL MARKETS, A DIVISION OF CIM SECURITIES, LLC, and LADENBURG THALMANN & CO. INC. (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • November 13th, 2018 • Union Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2018, effective as of the Closing of the transactions contemplated by the Share Exchange Agreement (as defined herein), by and among (i) Union Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “Bioceres Crop Solutions Corp.” (including any successor entity thereto, “Union”), (ii) Joseph J. Schena, in his capacity under the Share Exchange Agreement as the Pre-Closing Union Representative (including any successor Pre-Closing Union Representative appointed in accordance therewith, the “Pre-Closing Union Representative”), and (iii) the undersigned holder (“Holder” and together with Union and the Pre-Closing Union Representative, collectively the “Parties” and individually a “Party”). Any capitalized term used but not defined in this Agreem
Bioceres Crop Solutions Corp. Shareholders’ AgreementShareholders Agreement • December 21st, 2018 • Union Acquisition Corp. • Blank checks • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and among Bioceres Crop Solutions Corp., a Cayman Islands exempted company (the “Company”), Bioceres LLC (“Bioceres”) and the shareholders set forth on Schedule A attached hereto (collectively, the “Shareholders”)1. The number of shares of the Company’s ordinary shares (the “Ordinary Shares”) held by each Shareholder as of the date of this Agreement is set forth on Schedule A hereto.
INDEMNITY AGREEMENTIndemnity Agreement • February 8th, 2019 • Union Acquisition Corp. • Blank checks • Delaware
This Indemnity Agreement (this “Agreement”), is entered into on [*], 2019 by and between Bioceres Crop Solutions Corp., an exempted Company incorporated under the laws of the Cayman Islands with registered office located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), and [*] (the “Indemnitee”).
UNION ACQUISITION CORP. 400 Madison Ave, Suite 11A New York, NY 10017Office Space and Administrative Services Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Union Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Atlantic-Pacific Capital, Inc. and UCG International Corp. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time. In exchange therefor, the Company shall pay Atlantic-Pacific Capital, Inc. and UCG International Corp. the aggregate sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Each of Atlantic-Pacific Cap
Re: Certain Understandings in Connection with the Share Exchange AgreementShare Exchange Agreement • March 14th, 2019 • Union Acquisition Corp. • Blank checks • New York
Reference is made to the Share Exchange Agreement (the “Agreement”), dated as of November 8, 2018, by and between Union Acquisition Corp., a Cayman Islands exempted company (the “Company”), Joseph J. Schena, solely in his capacity as representative of the holders of ordinary shares of the Company immediately prior to the closing of the business combination contemplated therein, and their successors (the “Pre-Closing Union Representative”), and Bioceres, Inc. and its successor (“Bioceres”). The Company, the Pre-Closing Union Representative and Bioceres shall be referred to herein as the “Parties”. Capitalized terms used but not otherwise defined in this letter agreement shall have the meaning(s) given to them in the Agreement.
Re: Side Letter Concerning Warrant AgreementSide Letter Concerning Warrant Agreement • December 20th, 2018 • Union Acquisition Corp. • Blank checks
This letter agreement (“Agreement”) serves as written confirmation of the agreement between Union Acquisition Corp., a Cayman Islands exempted company (including successors and assigns pursuant to Section 9.1 of the Warrant Agreement, the “Company”), and the undersigned with respect to certain changes to the terms and conditions of the Private Warrants as set forth in that certain warrant agreement dated as of February 27, 2018 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Warrant Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 27, 2018 (“Agreement”), by and among UNION ACQUISITION CORP., a Cayman Islands exempted company (“Company”), UNION GROUP INTERNATIONAL HOLDINGS LIMITED (“Union Group”), UNION ACQUISITION ASSOCIATES, LLC (“Union Associates”), KYLE P. BRANSFIELD, GERALD W. HADDOCK, DANIEL W. FINK, JOSEPH J. SCHENA, JIM MANLEY, CIM SECURITIES, LLC, and LADENBURG THALMANN & CO. INC. (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SHARE EXCHANGE AGREEMENT BY AND AMONG UNION ACQUISITION CORP. THE PRE-CLOSING UNION REPRESENTATIVE AND BIOCERES, INC. DATED AS OF NOVEMBER 8, 2018Share Exchange Agreement • November 13th, 2018 • Union Acquisition Corp. • Blank checks • New York
THIS SHARE EXCHANGE AGREEMENT, dated as of November 8, 2018, is made by and among UNION ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands (“Union”), Joseph J. Schena (the “Pre-Closing Union Representative”), solely in his capacity as representative of the holders of Union Ordinary Shares immediately prior to the Closing and their successors, and Bioceres, Inc., a Delaware corporation (“Bioceres”), and its successor. Union and Bioceres are, from time to time, referred to individually herein as a “Party”, and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in ARTICLE 1.
AMENDMENT No. 1 to STOCK ESCROW AGREEMENTStock Escrow Agreement • March 14th, 2019 • Union Acquisition Corp. • Blank checks
This AMENDMENT No. 1 to STOCK ESCROW AGREEMENT (this “Amendment”), dated as of March 14, 2019, by and among UNION ACQUISITION CORP., a Cayman Islands exempted company (“Company”), UNION GROUP INTERNATIONAL HOLDINGS LIMITED (“Union Group”), UNION ACQUISITION ASSOCIATES, LLC (“Union Associates”), KYLE P. BRANSFIELD, GERALD W. HADDOCK, DANIEL W. FINK, JOSEPH J. SCHENA, JIM MANLEY, WILLIAM B. BUCHANAN JR., MICHAEL FONTAINE, SCOTT A. KATZMANN, JOSEPH ANOTHONY LASALA, HARRIS LYDON, GRAHAM A. POWIS, PATRICK A STURGEON (the “CIM Transferees”), and LADENBURG THALMANN & CO. INC. (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”) hereby amends that certain amends that certain STOCK ESCROW AGREEMENT (the “Initial Agreement”), dated as of February 27, 2018, by and among the Company, Union Group, Union Associates, KYLE P. BRANSFIELD, GERALD W. HADDOCK, DANIEL W. FINK, JOSEPH J. SCHENA, JIM MANLEY, CIM SECURITIES, LLC, an
SHARE TRANSFER AGREEMENTShare Transfer Agreement • March 14th, 2019 • Union Acquisition Corp. • Blank checks • New York
THIS SHARE TRANSFER AGREEMENT, dated as of March 14, 2019 (this “Agreement”), is made by and among the persons and entity (the “Public Float Holders”) set forth on Schedule 1 hereto and, without duplication, the individuals and entities set forth on Schedule 2 hereto (“the “30% Holders,” together with the Public Float Holders, the “Founders”) and Bioceres LLC (formerly Bioceres Inc.), a limited liability company organized under the laws of the State of Delaware (“Bioceres”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below).
