FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • June 21st, 2021 • Procaps Group, S.A. • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2021, by and among Union Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands (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 registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360 (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined herein).
FORM OF NOMINATION AGREEMENTForm of Nomination Agreement • June 21st, 2021 • Procaps Group, S.A. • Luxembourg
This NOMINATION AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is 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 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) (the “Company”), Union Group International Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Union Group Holdings”), Union Acquisition Associates II, LLC, a New York limited liability company (“Union Acquisition Associates II” and, together with Union Group Holdings, the “SPAC Sponsors”), Hoche Partners Pharma Holdings SARL, a Luxembourg company (“Hoche” and, together with the SPAC Sponsors, the “Other Shareholders”), the Sognatore Trust, a trust organized under the laws of New Zealand (“Sognatore”), the Simphony Trust, a
