AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 2.5

AMENDMENT NO. 3 TO CREDIT AGREEMENT

This AMENDMENT No. 3 to the Credit Agreement identified below (this “Third Amendment”) is entered into by and among:

BIOCERES S.A., an Argentinian company, domiciled at 000 xxx Xxxxxx Xx., Xxxx xx Xxxxxxx, Xxxxxxxx of Argentina (the “Borrower”)

RASA HOLDING LLC, a Delaware limited liability company, domiciled at 0000 Xxxxxx Xx., Xxxxxxxxxx, Xxx Xxxxxx, Xxxxxxxx (19801), USA (“Guarantor” and together with the Borrower, the “Debtors”);

BAF LATAM CREDIT FUND B.V., a company organized under the laws of The Netherlands, domiciled at Xx Xxxxxxxxx 0, 0000XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx, (the “Lender and together with the Borrower and the Guarantor, the “Parties”).

WHEREAS,

(A) The Borrower, the Guarantor and the Lender are parties to the Credit Agreement dated as of September 12th, 2018, modified by a first amendment dated October 16th 2018 and by a second amendment dated January 30th, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the ‘‘Credit Agreement); terms used in this Third Amendment but not defined herein shall have the meanings given to such terms in the Credit Agreement.

(B) The Borrower and the Guarantor represent and warrant that the aggregate amount of the Sums Due under the Credit Agreement is $ 11,555,711.63 (Dollars ELEVEN MILLION FIVE HUNDRED AND FIFTY FIVE THOUSAND SEVEN HUNDRED AND ELEVEN with 63/100) without prejudice to the applicable interests until full payment of such -if applicable-.

(C) The Borrower and the Guarantor have requested the Lender to postpone the deadline of the obligations determined in Section 3.01 (BIS) of the Credit Agreement, and the Lender has granted such request.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Amendments

1.1. Modify hereby Section III.BIS (Pledge Agreement) - 3.01.BIS.(a) of the Credit Agreement, which shall remain as follows:

SECTION 3.01.81S Pledge Agreement.

(a) The Guarantor undertakes to pledge and grant to the Lender a continuing security interest in, all of its voting and economics rights, title and interest in the equity interests of shares representing at least 20% of the capital stock and votes of Rizobacter Argentina S.A. or a higher percentage of such capital stock whose valuation represents at least USD 30,000,000.00 (Dollars THIRTY MILLION with 00/100) at the date of the execution of the pledge agreement, considering for such valuation, parameters validated by an independent expert at Lender’s satisfaction (the Share Pledge) pursuant to a pledge agreement (the Pledge Agreement”), having substantially the same terms as the form of pledge agreement attached hereto as Exhibit D, within 30 consecutive days from the execution of the Harvest Project (if the obligations assumed under the Credit Agreement and this Amendment were still pending) but no longer than May 06th 2019, or on May 06th, 2019, regardless of the occurrence of the Harvest Project has not been executed by such date, as long as the Credit Agreement and this Amendment shall remain unpaid.

2. Representations and Warranties

The Borrower and the Guarantor, hereby certifies that (a) the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date, and (b) no event has occurred and is continuing that would constitute a Default or an Event of Default after giving effect to this Third Amendment (or after).

3. Miscellaneous

3.1. This Third Amendment shall be a Loan Document for purposes of the Credit Agreement.

3.2. The provisions of the Credit Agreement and each other Loan Document shall, save as modified by this Third Amendment, continue in full force and effect, and references in the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement as modified by this Third Amendment. This Third Amendment and the amendments hereunder do not imply and shall not be construed in any manner to constitute a novation of any of the obligations of the parties under the Credit Agreement.

3.3. The Guarantor hereby acknowledges that (i) it has read this Third Amendment and consents to the terms hereof, (ii) hereby confirms and agrees that, notwithstanding the effectiveness of this Third Amendment, the obligations of the Guarantor under the Loan Documents shall not be impaired or affected by this Third Amendment, and (iii) each Loan Documents is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects.

3.4. THIS THIRD AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS THIRD AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

3.5. This Third Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

3.6. The provisions of ARTICLE X, Sections 10.01, 10.07 and 10.09 of the Credit Agreement shall apply, mutatis mutandis, to this Third Amendment as if set forth in full herein.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered by their respective authorized officers as of February 20th 2019,

As Borrower

/s/ Xxxxxxxx Xxxxxx

By: Bioceres S.A

Name: Xxxxxxxx Xxxxxx

Title: Attorney in fact

As Guarantor

/s/ Xxxxxxxx Xxxxxx

BY: RASA Holding LLC

Name: Xxxxxxxx Xxxxxx

Title: President

As Lender

By: BAF Latam Credit Fund B.V.

Name:

Title: