Standard Contracts
AMENDMENT TO SHARE OPTION AGREEMENT BIOCERES CROP SOLUTIONS CORP.Share Option Agreement • April 30th, 2021 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
Jorge Wagner, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”), having tis principal place of business at Ocampo 2 Obis, City of Rosario, Province of Santa Fe; and
SHARE OPTION AGREEMENT BIOCERES CROP SOLUTIONS CORP.Share Option Agreement • April 30th, 2021 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
Under the terms and conditions of this Share Option Agreement (the “Agreement”) entered into between Bioceres Crop Solutions Corp. (the “Company”) and the Beneficiary (as defined in the heading, together with the Company, the “Parties”), in his capacity as member of the Board of Directors of the Company (the “Eligible Position”) under which the Company provides the Beneficiary with an option to acquire Company shares (the “Option”). The Beneficiary may acquire all or part of the Shares Subject to Option at the Exercise Price of the Option, in accordance with the Vesting Schedule (all capitalized terms as defined in the heading section), subject to the terms and conditions set forth in this Agreement.
WARRANT AGREEMENTWarrant Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • New York
This agreement is made as of March 14, 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”).
ENGLISH TRANSLATION] 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...Syndicated Loan Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp.
Registration Rights AgreementRegistration Rights Agreement • October 28th, 2022 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
This Registration Rights Agreement, dated as of August 5, 2022 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among BIOCERES CROP SOLUTIONS CORP., a Cayman Islands exempted company (the “Company”), Jasper Lake Ventures One LLC (“Jasper”), Redwood Capital Management, LLC (“Redwood”) and Liminality Partners LP (“Liminality”, and together with Jasper and Redwood, each, a “Purchaser” and collectively, the “Purchasers”).
Amendment to Warrant AgreementWarrant Agreement • October 21st, 2020 • Bioceres Crop Solutions Corp. • Agricultural chemicals
This Amendment (this “Amendment”) to the Warrant Agreement, dated as of February 27, 2018, and as amended by that Side Letter Concerning Warrant Agreement, dated as of December 19, 2018 (together, the “Warrant Agreement”), is made and dated as of August 25, 2020, by and between:
NOTE PURCHASE AGREEMENT by and among BIOCERES CROP SOLUTIONS CORP., as Issuer, and THE INITIAL PURCHASERS AND OTHER HOLDERS FROM TIME TO TIME PARTY HERETO and WILMINGTON SAVINGS FUND SOCIETY, FSB as Collateral Agent Dated as of August 5, 2022Note Purchase Agreement • August 8th, 2022 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 5, 2022, by and among Bioceres Crop Solutions Corp., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”), the Holders from time to time party hereto and Wilmington Savings Fund Society, FSB, in its capacity as collateral agent for the Holders (together with its permitted successors, in such capacity, the “Collateral Agent”).
SHARE OPTION AGREEMENT BIOCERES CROP SOLUTIONS CORP.Share Option Agreement • April 30th, 2021 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
Under the terms and conditions of this Share Option Agreement (the “Agreement”) entered into between Bioceres Crop Solutions Corp. (the “Company”) and the Beneficiary (as defined in the heading, together with the Company, the “Parties”), in his capacity as member of the Board of Directors of the Company (the “Eligible Position”) under which the Company provides the Beneficiary with an option to acquire Company shares (the “Option”). The Beneficiary may acquire all or part of the Shares Subject to Option at the Exercise Price of the Option, in accordance with the Vesting Schedule (all capitalized terms as defined in the heading section), subject to the terms and conditions set forth in this Agreement.
Transaction Support Agreement for Company SecurityholdersTransaction Support Agreement • March 17th, 2022 • Bioceres Crop Solutions Corp. • Agricultural chemicals • Delaware
This Transaction Support Agreement (this “Agreement”) is made and entered into as of March 16, 2022, by and among Bioceres Crop Solutions Corp., a Cayman Islands exempted company (“Parent”), BCS Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and the stockholders of Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
SHARE OPTION AGREEMENT BIOCERES CROP SOLUTIONS CORP.Share Option Agreement • April 30th, 2021 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
Under the terms and conditions of this Share Option Agreement (the “Agreement”) entered into between Bioceres Crop Solutions Corp. (the “Company”) and the Beneficiary (as defined in the heading, together with the Company, the “Parties”), in his capacity as member of the Board of Directors of the Company (the “Eligible Position”) under which the Company provides the Beneficiary with an option to acquire Company shares (the “Option”). The Beneficiary may acquire all or part of the Shares Subject to Option at the Exercise Price of the Option, in accordance with the Vesting Schedule (all capitalized terms as defined in the heading section), subject to the terms and conditions set forth in this Agreement.
NOTE PURCHASE AGREEMENT by and among BIOCERES CROP SOLUTIONS CORP., as Borrower, and THE PURCHASERS HERETO and SOLEL PARTNERS LP as Collateral Agent Dated as of March 6, 2020Note Purchase Agreement • March 9th, 2020 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
WHEREAS, the Borrower wishes to issue and sell to the Purchasers, and the Purchasers wish to purchase, on the terms and subject to the conditions set forth herein, a secured guaranteed convertible note to be issued by the Borrower to the Purchasers on the Closing Date in an aggregate original principal amount set forth opposite each Purchaser’s name on Schedule 2.1 hereto, substantially in the form of Exhibit A hereto (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, each a “Note” and collectively the “Notes”).
Bioceres Crop Solutiuons Corp. Shareholders’ AgreementShareholders Agreement • March 31st, 2020 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of March 14, 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”). The number of the Company’s ordinary shares (the “Ordinary Shares”) held by each Shareholder as of February 21, 2019 is set forth on Schedule A hereto.
TENDER AND LOCK-UP AGREEMENTTender and Lock-Up Agreement • July 27th, 2020 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
TENDER AND LOCK-UP AGREEMENT (this “Agreement”), dated as of July 27, 2020, by and between Bioceres Crop Solutions Corp. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands and Bioceres LLC (the “Holder”), a Delaware limited liability company.
ESCROW AGREEMENTEscrow Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2019, by and among: (i) UNION ACQUISTION 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 herein) as “Bioceres Crop Solutions Corp.” (including any successor entity thereto, “Union”), solely in respect of its obligations under Section 13 of this Agreement (ii) Joseph J. Schena, in the capacity as the Union Representative under the Share Exchange Agreement (as defined herein) (including any successor Union Representative appointed pursuant to and in accordance therewith, the “Union Representative”); (iii) BIOCERES S.A., a sociedad anónima formed under the laws of the Republic of Argentina (“Parent”); (iv) BIOCERES LLC, a Delaware limited liability company (“Bioceres”); and (v) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Ca
CREDIT AGREEMENT dated as of September 12, 2018 by and amongCredit Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • New York
BIOCERES CROP SOLUTIONS CORP. SHAREHOLDERS’ AGREEMENTShareholder Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of March 14, 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”). The number of the Company’s ordinary shares (the “Ordinary Shares”) held by each Shareholder as of February 21, 2019 is set forth on Schedule A hereto.
EXPORT PREFINANCING CREDIT FACILITY AGREEMENTExport Prefinancing Credit Facility Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • New York
BIOCERES S.A., represented by the signatories herein below, with domicile at Ocampo 210bis, Rosario, Republica Argentina, (hereinafter referred to as the “BORROWER”) y
INDEMNITY AGREEMENTIndemnification Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • Delaware
This Indemnity Agreement (this “Agreement”), is entered into on March 14, 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 each of the persons listed on the signature pages hereto (the “Indemnitee”).
TENDER AGREEMENTTender Agreement • July 27th, 2020 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
TENDER AGREEMENT (this “Agreement”), dated as of July 27, 2020, by and among Bioceres Crop Solutions Corp. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, Union Acquisition Associates, LLC, a New York limited liability company, and Union Group International Holdings Limited, a British Virgin Islands limited company (collectively with Union Acquisition Associates LLC, the “Warrant Holders,” and each a “Warrant Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • 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 6th day of March, 2019, 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”).
Addendum to the Loan Agreement between BIOCERES S.A. and BIOCERES CROP SOLUTIONS CORP. dated March 14th 2019Loan Agreement • October 24th, 2019 • Bioceres Crop Solutions Corp. • Agricultural chemicals
In the city of Rosario, Santa Fe Province, on the seventh day of the month of May of 2019, by and between the Party of the first part, BIOCERES S.A. domiciled at Ocampo n° 210 bis, Edificio INDEAR, Predio CCT, Rosario, Santa Fe Province (hereinafter referred to as “BIOCERES”), and the Party of the second part BIOCERES CROP SOLUTIONS CORP. domiciled at Maples Corporate Services Limited PO BOX 309, Ugland House, Grand Cayman, Cayman Islands (hereinafter referred to as “The Borrower”) and jointly referred to as the “Parties”, this addendum is entered into (hereinafter referred to as “the Addendum”) made to the Loan Agreement entered into on March 14, 2019 between the Parties, (hereinafter referred to as the “Agreement”), a copy of which is attached hereto as Appendix A, whose Definitions, Terms and Conditions remain in force, are applicable, and are deemed to be reproduced to the extent that they are not expressly modified by this Addendum; and
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp.
RASA HOLDING LLC, a Delaware limited liability company, domiciled at 1209 Orange St., Wilmington, New Castle, Delaware (19801), USA (“Guarantor” and together with the Borrower, the “Debtors”);
SHARE OPTION AGREEMENT BIOCERES CROP SOLUTIONS CORP.Share Option Agreement • April 30th, 2021 • Bioceres Crop Solutions Corp. • Agricultural chemicals • New York
Under the terms and conditions of this Share Option Agreement (the “Agreement”) entered into between Bioceres Crop Solutions Corp. (the “Company”) and the Beneficiary (as defined in the heading, together with the Company, the “Parties”), in his capacity as member of the Board of Directors of the Company (the “Eligible Position”) under which the Company provides the Beneficiary with an option to acquire Company shares (the “Option”). The Beneficiary may acquire all or part of the Shares Subject to Option at the Exercise Price of the Option, in accordance with the Vesting Schedule (all capitalized terms as defined in the heading section), subject to the terms and conditions set forth in this Agreement.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • New York
RASA HOLDING LLC, a Delaware limited liability company, domiciled at 1209 Orange St., Wilmington, New Castle, Delaware (19801), (“Guarantor”).
JOINDER AGREEMENTShare Exchange Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp.
By execution of this Joinder Agreement, the undersigned hereby agrees to become a party to that certain Share Exchange Agreement (the “Agreement”), dated as of November 8, 2018, by and among Union Acquisition Corp., Joseph J. Schena, solely in his capacity as representative of the holders of Union Ordinary Shares immediately prior to the Closing and their successors (and any successor representative appointed in accordance therewith) and Bioceres, Inc. The undersigned shall have all the rights, and shall observe all the obligations, applicable to it under the Agreement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • New York
RASA HOLDING LLC, a Delaware limited liability company, domiciled at 1209 Orange St., Wilmington, New Castle, Delaware (19801), USA (“Guarantor” and together with the Borrower, the “Debtors”);
FIRST AMENDMENT TO EXPORT PREFINANCING CREDIT FACILITY AGREEMENTExport Prefinancing Credit Facility Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp.
BIOCERES S.A., represented by the signatories herein below, with domicile at Ocampo 210bis, Rosario, República Argentina, (hereinafter referred to as the “BORROWER”), y
AGREEMENT AND PLAN OF MERGER by and among Bioceres Crop Solutions Corp., BCS Merger Sub, Inc. and Marrone Bio Innovations, Inc. Dated as of March 16, 2022Merger Agreement • March 17th, 2022 • Bioceres Crop Solutions Corp. • Agricultural chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 16, 2022, by and among Bioceres Crop Solutions Corp., a Cayman Islands exempted company (“Parent”), BCS Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
Intercompany Loan AgreementIntercompany Loan Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • Santa Fe
In the City of Rosario, Province of Santa Fe, Argentine Republic, on the 14th day of the month of March 2019 (the “Effective Date”), on the one hand: BIOCERES SA, with address at Ocampo 210 bis, Property CCT, Indear Building, Rosario, (hereinafter “BIOCERES”) and on the other: BIOCERES CROP SOLUTIONS CORP. with domicile in Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, Cayman Islands, (henceforth the “Borrower”) and jointly “The Parties”.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 14th, 2019 • Bioceres Crop Solutions Corp. • New York
RASA HOLDING LLC, a Delaware limited liability company, domiciled at 1209 Orange St., Wilmington, New Castle, Delaware (19801), (“Guarantor”).
