Dated as of October 11, 2022 by and among PROCAPS GROUP, S.A., as Borrower, the Guarantors from time to time party hereto, THE BANK OF NEW YORK MELLON, as Administrative Agent and Collateral Agent, the Lenders from time to time party hereto, and BofA...Credit Agreement • November 4th, 2022 • Procaps Group, S.A. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 11, 2022 (the “Effective Date”), by and among PROCAPS GROUP, S.A., a société anonyme incorporated and validly existing under the laws of the Grand Duchy of Luxembourg and having its registered office at 9 rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B253360 (the “Borrower”), each guarantor from time to time party hereto (collectively, the “Guarantors” and individually, a “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), THE BANK OF NEW YORK MELLON, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and BofA SECURITIES, INC., JPMORGAN CHASE BANK, N.A. and MORGAN STANLEY SENIOR FUNDING, INC. (or any of their respective designated affiliates), as joint lead a
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of September 29, 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”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of September 29, 2021, by and among Union Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands (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 registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360 (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined herein).
NOMINATION AGREEMENTNomination Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations • Luxembourg
This NOMINATION AGREEMENT, dated as of September 29, 2021 (this “Agreement”), is 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 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) (the “Company”), Union Group International Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Union Group Holdings”), Union Acquisition Associates II, LLC, a New York limited liability company (“Union Acquisition Associates II” and, together with Union Group Holdings, the “SPAC Sponsors”), Hoche Partners Pharma Holding S.A., a Luxembourg company (“Hoche” and, together with the SPAC Sponsors, the “Other Shareholders”), the Sognatore Trust, a trust organized under the laws of New Zealand (“Sognatore”), the Simphony
LOAN AGREEMENT between Procaps S.A. (as Borrower) Procaps Group, S.A. C.I. Procaps S.A. Diabetrics Healthcare S.A.S. Procaps, S.A. de C.V. Funtrition S.A.S. (as Guarantors) and Bancolombia S.A. Banco Davivienda S.A. (As Lenders) August 16, 2023Loan Agreement • August 21st, 2023 • Procaps Group, S.A. • Pharmaceutical preparations
The Parties, acting in the capacity described above, have agreed to enter into this loan agreement (the “Agreement”), subject to the following:
CREDIT AGREEMENT entered into by and among Procaps S.A. as Obligor López Laboratorios, S.A. de C.V., C.I. Procaps S.A., Biokemical S.A. de C.V., Pharmarketing Salvador S.A. of C.V. (El Salvador), Corporación Distribuidora Internacional S.A. de C.V.,...Credit Agreement • May 12th, 2023 • Procaps Group, S.A. • Pharmaceutical preparations
The Parties, acting in the aforementioned capacities (collectively, the “Parties”), have agreed to enter into this credit agreement (the “Agreement”), subject to the following:
The Addressees listed in Schedule 1 hereto Re: Procaps $485,000,000 Credit Agreement - Termination Letter Ladies and Gentlemen:Credit Agreement • January 11th, 2023 • Procaps Group, S.A. • Pharmaceutical preparations
Reference is made to (i) that certain Credit Agreement dated as of October 11, 2022 (the “Credit Agreement”) among Procaps Group, S.A., as borrower (the “Borrower”), the guarantors from time to time party thereto (collectively, the “Guarantors” and individually, a “Guarantor”), the lenders from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and The Bank of New York Mellon, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), The Bank of New York Mellon, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), BofA Securities, Inc. (“BofA Securities”), JPMorgan Chase Bank, N.A. (“JPMorgan”) and Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”, together with BofA Securities and JPMorgan, the “Joint Lead Arrangers and Bookrunners”, together with the Lenders, the Administrative Agent and the Collateral Agent, the “Finance Parties”); (ii) that certain Commitment Letter dated as of May 16, 2
ContractCredit Agreement • May 12th, 2023 • Procaps Group, S.A. • Pharmaceutical preparations
CERTIFIED translation no. 157-2022. This is a CERTIFIED translation of a document written in Spanish, which is identified with the seal of the translator. This translation was prepared by Mariana Elena calderón medina, CERTIFIED interpreter and translator pursuant to THE CERTIFICATE Of PROFESSIONAL QUALIFICATION ON CERTIFIED TRANSLATIONS AND INTERPRETationS NO. 0313 ISSUED BY “Universidad nacional de COLOMBIA” ON SEPTEMBER 14th, 2010, IN BOGOTA, COLOMBIA.
Waiver and ConsentWaiver and Consent • May 12th, 2023 • Procaps Group, S.A. • Pharmaceutical preparations
Terms beginning with capitalized first letters that are not defined in this waiver and consent (the “Waiver and Consent”) shall have the meaning given to such terms in the Credit Agreement and, alternatively, in the Notice and Waiver Request.
FORM OF ORDINARY SHARE PURCHASE WARRANT Procaps Group, S.A.Ordinary Share Purchase Warrant • December 3rd, 2024 • Procaps Group, S.A. • Pharmaceutical preparations
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hoche Partners Pharma Holding S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 58, rue Charles Martel, L-2134 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B206416, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the tenth (10th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Procaps Group, S.A., a public limited liability company (société anonyme) incorporat
WAIVER AND THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENTNote Purchase and Guarantee Agreement • November 4th, 2022 • Procaps Group, S.A. • Pharmaceutical preparations • New York
THIS WAIVER AND THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Agreement”), dated as of November 1, 2022, is entered into by and among Procaps S.A., a sociedad anónima organized under the laws of Colombia (the “Company”), Procaps Group, S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg and having its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register under number B253360 (the “Parent Guarantor”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company and the Parent Guarantor, collectively, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”).
AGREEMENT DATED November 29, 2024 PROCAPS GROUP S.A “Pledgor” and HOCHE PARTNERS PHARMA HOLDING S.A. “Pledgee” and CRYNSSEN PHARMA GROUP LTD “Company” Share Pledge AgreementShare Pledge Agreement • December 3rd, 2024 • Procaps Group, S.A. • Pharmaceutical preparations
ContractCredit Agreement • May 12th, 2023 • Procaps Group, S.A. • Pharmaceutical preparations
CERTIFIED translation no. 158-2022. This is a CERTIFIED translation of a document written in Spanish, which is identified with the seal of the translator. This translation was prepared by Mariana Elena calderón medina, CERTIFIED interpreter and translator pursuant to THE CERTIFICATE Of PROFESSIONAL QUALIFICATION ON CERTIFIED TRANSLATIONS AND INTERPRETationS NO. 0313 ISSUED BY “Universidad nacional de COLOMBIA” ON SEPTEMBER 14th, 2010, IN BOGOTA, COLOMBIA.
Second AMENDMENT TO Note purchase AND GUARANTEE agreementNote Purchase and Guarantee Agreement • November 4th, 2022 • Procaps Group, S.A. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Agreement”), dated as of February 28, 2022, is entered into by and among Procaps S.A., a sociedad anónima organized under the laws of Colombia (the “Company”), Procaps Group, S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg and having its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register under number B253360 (the “Parent Guarantor”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company and the Parent Guarantor, collectively, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”) signatory hereto.
PROCAPS GROUP, S.A. SECURED CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTSecured Convertible Note Subscription Agreement • December 3rd, 2024 • Procaps Group, S.A. • Pharmaceutical preparations • New York
This Secured Convertible Note Subscription Agreement (this “Agreement”) is made as of November 29, 2024 by and between Procaps Group, S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having 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) under number B253360 (the “Company”) and Hoche Partners Pharma Holding S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 58, rue Charles Martel, L-2134 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B206416 (the “Subscriber”).
SHARE FORFEITURE AGREEMENTShare Forfeiture Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations
This SHARE FORFEITURE AGREEMENT, dated as of September 29, 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”) and (e) Union Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”). Capitalized terms used herein, but not otherwise defined shall have the
amendMENT No. 1 to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations
This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is dated as of September 29, 2021 and amends that certain Business Combination Agreement, dated as of March 31, 2021 (the “Business Combination 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, 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 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) under number B253360 (“Hold
WAIVER AGREEMENTWaiver Agreement • May 12th, 2023 • Procaps Group, S.A. • Pharmaceutical preparations • New York
THIS WAIVER AGREEMENT (this “Agreement”), dated as of March 31, 2023, is entered into by and among Procaps S.A., a sociedad anónima organized under the laws of Colombia (the “Company”), Procaps Group, S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg and having its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register under number B253360 (the “Parent Guarantor”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company and the Parent Guarantor, collectively, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”).
First AMENDMENT TO Note purchase AND GUARANTEE agreementNote Purchase and Guarantee Agreement • November 4th, 2022 • Procaps Group, S.A. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Agreement”), dated as of January 12, 2022, is entered into by and among Procaps S.A., a sociedad anónima organized under the laws of Colombia (the “Company”), Procaps Group, S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg and having its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register under number B253360 (the “Parent Guarantor”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company and the Parent Guarantor, collectively, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”) signatory hereto.
