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.
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’ AGREEMENTShareholders’ 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 AGREEMENTIndemnity 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”).
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”).
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”);
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 AGREEMENTJoinder 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 AGREEMENTCredit 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
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”).
