AMENDMENT No. 1 to STOCK ESCROW AGREEMENT
EXHIBIT 10.3
EXECUTION VERSION
AMENDMENT No. 1 to STOCK ESCROW AGREEMENT
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”), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ (the “CIM Transferees”), and LADENBURG ▇▇▇▇▇▇▇▇ & 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, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, CIM SECURITIES, LLC, and LADENBURG ▇▇▇▇▇▇▇▇ & CO. INC. and the Escrow Agent. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Initial Agreement.
WHEREAS, on November 8, 2018, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between the Company, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, solely in his capacity as representative of the holders of Ordinary Shares immediately prior to the closing of the business combination contemplated by the Share Exchange Agreement and their successors, and Bioceres, Inc. and its successor.
WHEREAS, in order to meet certain conditions to closing set forth in the Share Exchange Agreement, the parties hereto have determined to release a certain number of Escrow Shares held by the Initial Shareholders from escrow (the “Release”) and to subsequently “unlock” (the “Unlocking”) such shares so that they are no longer subject to the restrictions on transfer set forth in Section 3.2 of the Initial Agreement.
WHEREAS, the Company has approved the Release and Unlocking of Ordinary Shares held by the Initial Shareholders.
WHEREAS, the purpose of this Amendment is to set forth provisions permitting the Release and Unlocking of Ordinary Shares and to update Exhibit A to the Initial Agreement to reflect the number of Ordinary Shares held in escrow by the Escrow Agent following the applicable Release.
WHEREAS, shortly after the execution of the Initial Agreement, CIM SECURITIES, LLC transferred its Ordinary Shares to the CIM Transferees in accordance with Section 4.3 of the Initial Agreement and the Ordinary Shares held by the CIM Transferees as of the date hereof and held in escrow by the Escrow Agent are properly reflected on Exhibit A hereto.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound, hereby agree as follows:
| 1. |
The following section shall be incorporated into the Initial Agreement: | |
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“4.5 Early Release of Escrow Shares. Notwithstanding the provisions of Section 4.3., during the Escrow Period, all or any portion of the Escrow Shares may be released from escrow and/or the restrictions on transfer set forth herein may be removed (other than the customary restrictions on transfer applicable to privately held and/or control securities), provided, that all of the parties to this Agreement, or their permitted transferees, provide their mutual written consent and all reasonable requirements of the Escrow Agent necessary to effect any such release and/or removal of restrictions on transfer are satisfied.” | ||
| 2. |
Exhibit A to the Initial Escrow Agreement shall be replaced in its entirety with Exhibit A attached hereto. | |
| 3. |
All other terms and conditions as contained in the Initial Agreement shall remain binding on the parties hereto and are incorporated herein by reference. |
[Signature Page Follows]
WITNESS the execution of this Agreement as of the date first above written.
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
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Title: Chief Executive Officer | |
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INITIAL SHAREHOLDERS: | |
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UNION GROUP INTERNATIONAL HOLDINGS LIMITED | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇ | |
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Title: Chairman | |
| UNION ACQUISITION ASSOCIATES, LLC | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
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Title: Member | |
| LADENBURG ▇▇▇▇▇▇▇▇ & CO. INC. | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
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Title: Head of Capital Markets | |
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇. | |
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇. | |
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇ | |
[Signature Page to Amendment No. 1 to Stock Escrow Agreement]
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
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Name: ▇▇▇ ▇▇▇▇▇▇ | |
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |
| By: | /s/ ▇▇▇ ▇▇▇▇ |
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Name: ▇▇▇ ▇▇▇▇ | |
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Title: Vice President | |
[Signature Page to Amendment No. 1 to Stock Escrow Agreement]
EXHIBIT A
| Number | Stock | Date of | ||||
| Name and Address | of Shares | Certificate Number | Insider Letter | |||
| Union Group International Holdings Limited | 1,107,216 | 1 | February 27, 2018 | |||
| Union Acquisition Associates, LLC | 121,449 | 2 | February 27, 2018 | |||
| ▇▇▇ ▇▇▇▇▇▇ | 45,673 | 3 | February 27, 2018 | |||
| Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. | 18,389 | 4 | February 27, 2018 | |||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇. | 4,910 | February 27, 2018 | ||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | 360 | February 27, 2018 | ||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | 4,910 | February 27, 2018 | ||||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | 721 | February 27, 2018 | ||||
| ▇▇▇▇▇▇ ▇▇▇▇▇ | 4,910 | February 27, 2018 | ||||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | 776 | February 27, 2018 | ||||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | 1,803 | February 27, 2018 | ||||
| PENSCO Trust Company (on behalf of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇) | 75,000 | 6 | February 27, ▇▇▇▇ | |||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | 12,500 | 7 | February 27, 2018 | |||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇ | 12,500 | 8 | February 27, 2018 | |||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | 12,500 | 9 | February 27, 2018 | |||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | 8,954 | 10 | February 27, 2018 |