REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of September 29, 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”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of September 29, 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).
NOMINATION AGREEMENTNomination Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations • Luxembourg
This NOMINATION AGREEMENT, dated as of September 29, 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 Holding S.A., 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
SHARE FORFEITURE AGREEMENTShare Forfeiture Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations
This SHARE FORFEITURE AGREEMENT, dated as of September 29, 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”) and (e) Union Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”). Capitalized terms used herein, but not otherwise defined shall have the
amendMENT No. 1 to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 30th, 2021 • Procaps Group, S.A. • Pharmaceutical preparations
This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is dated as of September 29, 2021 and amends that certain Business Combination Agreement, dated as of March 31, 2021 (the “Business Combination 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, 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 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 B253360 (“Hold
