Re: Certain Understandings in Connection with the Share Exchange AgreementShare Exchange Agreement • March 14th, 2019 • Union Acquisition Corp. • Blank checks • New York
Reference is made to the Share Exchange Agreement (the “Agreement”), dated as of November 8, 2018, by and between Union Acquisition Corp., a Cayman Islands exempted company (the “Company”), Joseph J. Schena, solely in his capacity as representative of the holders of ordinary shares of the Company immediately prior to the closing of the business combination contemplated therein, and their successors (the “Pre-Closing Union Representative”), and Bioceres, Inc. and its successor (“Bioceres”). The Company, the Pre-Closing Union Representative and Bioceres shall be referred to herein as the “Parties”. Capitalized terms used but not otherwise defined in this letter agreement shall have the meaning(s) given to them in the Agreement.
AMENDMENT No. 1 to STOCK ESCROW AGREEMENTStock Escrow Agreement • March 14th, 2019 • Union Acquisition Corp. • Blank checks
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”), KYLE P. BRANSFIELD, GERALD W. HADDOCK, DANIEL W. FINK, JOSEPH J. SCHENA, JIM MANLEY, WILLIAM B. BUCHANAN JR., MICHAEL FONTAINE, SCOTT A. KATZMANN, JOSEPH ANOTHONY LASALA, HARRIS LYDON, GRAHAM A. POWIS, PATRICK A STURGEON (the “CIM Transferees”), and LADENBURG THALMANN & 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, KYLE P. BRANSFIELD, GERALD W. HADDOCK, DANIEL W. FINK, JOSEPH J. SCHENA, JIM MANLEY, CIM SECURITIES, LLC, an
SHARE TRANSFER AGREEMENTShare Transfer Agreement • March 14th, 2019 • Union Acquisition Corp. • Blank checks • New York
THIS SHARE TRANSFER AGREEMENT, dated as of March 14, 2019 (this “Agreement”), is made by and among the persons and entity (the “Public Float Holders”) set forth on Schedule 1 hereto and, without duplication, the individuals and entities set forth on Schedule 2 hereto (“the “30% Holders,” together with the Public Float Holders, the “Founders”) and Bioceres LLC (formerly Bioceres Inc.), a limited liability company organized under the laws of the State of Delaware (“Bioceres”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below).
