UNDERWRITING AGREEMENT between UNION ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: October 17, 2019 UNION ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
The undersigned, Union Acquisition Corp. II, a Cayman Islands company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of October, 2019, by and among Union Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2019 (“Agreement”), by and between Union Acquisition Corp. II, a Cayman Islands exempted company (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
This Agreement is made as of October 17, 2019 by and between Union Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Dated March 31, 2021 UNION ACQUISITION CORP. II SUBSCRIPTION AGREEMENTSubscription Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks
In connection with the proposed business combination (the “Transaction”) between Union Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and an exempted company to be incorporated under the laws of the Cayman Islands as a wholly-owned subsidiary (the “Merger Sub”) of Crynssen Pharma Group Limited, a corporation incorporated under the laws of Malta (“Procaps”), the undersigned (where applicable, on behalf of its client designees) (the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell to the Subscriber, that number of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Ordinary Shares subscribed for by the Subscriber being referred to herein as the “Purchase Price”), on the terms and subject to th
Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022] [Atlantic Letterhead]Advisory Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
This is to confirm our agreement whereby Union Acquisition Corp. II, a Cayman Islands company (“Company”), has requested [Cantor Fitzgerald & Co.] [Atlantic-Pacific Capital, Inc.] (the “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-233988) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
This agreement is made as of October 17, 2019 between Union Acquisition Corp. II, a Cayman Islands exempted company, with offices at 444 Madison Ave, 34th Floor, New York, NY 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of _________ 2021, is made and entered into by and among Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) (the “Company”), Union Group International Holdings Limited and Union Acquisition Associates II, LLC (collectively, the “Founders” and each, a “Founder”), each of the persons and entities listed on Exhibit A hereto (each, a “Union II Holder”), each of the persons and entities listed on Exhibit B hereto (each, a “Procaps Holder” and, collectively with each Founder and Union II Holder and any other person or entity who hereafter becomes a party to this Agreement, each a “Holder” and collectively the “Holders”).
Union Acquisition Corp. II New York, NY 10022 Cantor Fitzgerald & Co. New York, New York 10022Underwriting Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Union Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “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 “Units”), each comprised of one of the Company’s Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”), and one warrant, each warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
SHARE ESCROW AGREEMENTShare Escrow Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of October 17, 2019 (“Agreement”), by and among UNION ACQUISITION CORP. II, a Cayman Islands exempted company (“Company”), the shareholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
This Agreement is made as of ________________, 2019 by and between Union Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Form of Contribution and Exchange Agreement Dated 31 March 2021 [____] (the Contributor) Procaps Group, S.A. (the Issuer) Crynssen Pharma Group Ltd (the Company)Contribution and Exchange Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks • Luxembourg
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks
This TRANSACTION SUPPORT AGREEMENT, dated as of March 31, 2021 (this “Agreement”), is by and among (a) Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta (the “Company”), (b) Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) (“Holdco”), (c) Union Group International Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“UGI”), (d) Union Acquisition Associates II, LLC, a New York limited liability company (“UAA,” and collectively with UGI, the “Sponsors”), (e) Union Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”), (f) the undersigned investors in SPAC (the “Investors”, and together with th
Union Acquisition Corp. IIConsulting Services Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Union Acquisition Corp. II (the “Company”) and Dan Fink, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mr. Fink shall provide consulting and advisory services reasonably requested of him by Kyle Bransfield, the Company’s Chief Executive Officer, and/or the Company’s Board of Directors relating to the Company’s search for and consummation of an initial business combination, including those that may not necessarily be
BUSINESS COMBINATION AGREEMENT by and among UNION ACQUISITION CORP. II CRYNSSEN PHARMA GROUP LIMITED, PROCAPS GROUP, S.A. and OZLEM LIMITED Dated as of MARCH 31, 2021Business Combination Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT is made and entered into as of March 31, 2021 (this “Agreement”), by and among Union Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta and, particularly, the Companies Act Cap. 386 (“Companies Act Cap. 386”) with company registration number C 59671 and with its registered office at C1, Midland Micro Enterprise Park, Burmarrad Road, Naxxar NXR 6345, Malta (the “Company”), Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and in the process of being registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) (“Holdco”), and OZLEM Limited, an exempted company incorp
UNION ACQUISITION CORP. IIOffice Space and Administrative Services Agreement • October 8th, 2019 • Union Acquisition Corp. II • 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. II (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”), 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 UCG International Corp. the aggregate sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. UCG International Corp. hereby agrees that it does not have any right, title, interest or claim
UNION ACQUISITION CORP. IIOffice Space and Administrative Services Agreement • October 21st, 2019 • Union Acquisition Corp. II • 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. II (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”), 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 UCG International Corp. the aggregate sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. UCG International Corp. hereby agrees that it does not have any right, title, interest or claim
Union Acquisition Corp. IIConsulting Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Union Acquisition Corp. II (the “Company”) and Dan Fink, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mr. Fink shall provide consulting and advisory services reasonably requested of him by Kyle Bransfield, the Company’s Chief Executive Officer, and/or the Company’s Board of Directors relating to the Company’s search for and consummation of an initial business combination, including those that may not necessarily be
