Dated March 31, 2021 UNION ACQUISITION CORP. II SUBSCRIPTION AGREEMENTSubscription Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks
In connection with the proposed business combination (the “Transaction”) between Union Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and an exempted company to be incorporated under the laws of the Cayman Islands as a wholly-owned subsidiary (the “Merger Sub”) of Crynssen Pharma Group Limited, a corporation incorporated under the laws of Malta (“Procaps”), the undersigned (where applicable, on behalf of its client designees) (the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell to the Subscriber, that number of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Ordinary Shares subscribed for by the Subscriber being referred to herein as the “Purchase Price”), on the terms and subject to th
FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of _________ 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”).
Form of Contribution and Exchange Agreement Dated 31 March 2021 [____] (the Contributor) Procaps Group, S.A. (the Issuer) Crynssen Pharma Group Ltd (the Company)Contribution and Exchange Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks • Luxembourg
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks
This TRANSACTION SUPPORT AGREEMENT, dated as of March 31, 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”), (e) Union Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”), (f) the undersigned investors in SPAC (the “Investors”, and together with th
BUSINESS COMBINATION AGREEMENT by and among UNION ACQUISITION CORP. II CRYNSSEN PHARMA GROUP LIMITED, PROCAPS GROUP, S.A. and OZLEM LIMITED Dated as of MARCH 31, 2021Business Combination Agreement • April 2nd, 2021 • Union Acquisition Corp. II • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT is made and entered into as of March 31, 2021 (this “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 and, particularly, the Companies Act Cap. 386 (“Companies Act Cap. 386”) 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 its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and in the process of being registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) (“Holdco”), and OZLEM Limited, an exempted company incorp
