Form 8-K Union Acquisition Corp. For: Mar 14

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Cayman Islands	001-38405	N/A
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

444 Madison Avenue, Fl. 34
New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)

(212) 981-0630
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Introductory Note

On March 14, 2019, Union Acquisition Corp., a Cayman Islands exempted company (“UAC” or the “Company”) successfully completed its previously announced business combination (the “Business Combination”) with Bioceres LLC (“Bioceres”). The Company’s ordinary shares and public warrants will begin trading on NYSE American on March 15, 2019 under the new symbols BIOX and BIOX WS, respectively, and the Company’s new name upon the consummation of the Business Combination is Bioceres Crop Solutions Corp.

Item 1.01 Entry into a Material Definitive Agreement.

Side Letter to Share Exchange Agreement

In connection with the Business Combination, the Company entered into a Letter Agreement, dated as of March 14, 2019 (the “Letter Agreement”), by and between UAC, Joseph J. Schena, solely in his capacity as representative of the holders of the ordinary shares of the Company prior to the closing the Business Combination (the “Pre-Closing Union Representative”) and Bioceres, amending certain terms of that certain Share Exchange Agreement, dated as of November 8, 2018, by and among the Company, the Pre-Closing Union Representative and Bioceres, as may be amended from time to time (the “Share Exchange Agreement”). Pursuant to the Letter Agreement, among other things, the Company, at the direction of Bioceres, shall deliver at the closing of the Business Combination, the following ordinary registered shares of the Company (“Registered Shares”) which Bioceres would otherwise be entitled to receive pursuant to the terms and conditions of the Share Exchange Agreement: (i) 1,000,000 Registered Shares, via deposit and withdrawal at custodian (DWAC), to Deutsche Bank Trust Company America (the “Custodian”), to be held by the Custodian on behalf of the shareholders of Bioceres S.A., as beneficial owners; (ii) 579,929 Registered Shares to the persons and in the amounts set forth on Schedule 1 thereto, in exchange for an equal number of unregistered ordinary shares of the Company delivered by the persons set forth on Schedule 1 to the Share Transfer Agreement (as defined below) and pursuant thereto, to Bioceres, subject to customary restrictions on transfer applicable to privately held and/or control securities; and (iii) 4,736,736 Registered Shares in the amounts set forth on Schedule 2 thereto as consideration payable to the Grantors (as defined below) for Bioceres’ exercise of the Rizobacter Call Option (as defined in the Share Exchange Agreement) pursuant to the Rizobacter Call Option Agreement, entered into on October 22, 2018 (the “Rizobacter Call Option Agreement”), by RASA Holding LLC, a Delaware limited liability company, Pedro Enrique Mac Mullen, Maria Marta Mac Mullen and International Property Services Corp. (the “Grantors”). In exchange for the delivery of 4,736,736 Registered Shares to the Grantors that Bioceres would otherwise be entitled to receive pursuant to the terms and conditions of the Share Exchange Agreement, the Company agreed in the Letter Agreement to deliver an equal number of unregistered ordinary shares of the Company held in treasury to Bioceres.

A copy of the Letter Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the Letter Agreement is qualified in its entirety by reference thereto.

Share Transfer Agreement

In connection with the Business Combination, the Company entered into a Share Transfer Agreement, dated as of March 14, 2019 (the “Share Transfer Agreement”), by and between the persons and entities listed on Schedule 1 and, without duplication, Schedule 2 thereto (collectively, the “Founders”) and Bioceres, pursuant to which, (i) in connection with the transactions contemplated by the Side Letter, the Founders set forth on Schedule 1 to the Share Transfer Agreement have agreed to transfer to Bioceres in the aggregate 579,929 unregistered ordinary shares held by such Founders, in the amounts set forth opposite each such Founder’s name on Schedule 1; and (ii) as additional consideration payable to Bioceres in connection with the Business Combination, the Founders set forth on Schedule 2 to the Share Transfer Agreement have agreed to transfer to Bioceres in the aggregate 862,500 unregistered ordinary shares held by such Founders, in the amounts set forth opposite each such Founder’s name on Schedule 2. The transfers described in clauses (i) and (ii) of this paragraph, have been made in reliance on an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), and shares thus transferred remain subject to customary restrictions on transfer applicable to privately held and/or control securities.

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A copy of the Share Transfer Agreement is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the Share Transfer Agreement is qualified in its entirety by reference thereto.

Amendment No. 1 to Stock Escrow Agreement

On March 14, 2019, the Company entered into an amendment (“Amendment No. 1”) to the Stock Escrow Agreement, dated as of February 27, 2018 (the “Stock Escrow Agreement”), by and among the Company, the Initial Shareholders (as defined in Amendment No. 1) and Continental Stock Transfer & Trust Company, as escrow agent, pursuant to which the parties agreed to add a provision to the Stock Escrow Agreement providing that at any time during the Escrow Period all or any portion of the Escrow Shares may be released from escrow and/or the restrictions on transfer set forth in the Stock Escrow Agreement may be removed (other than the customary restrictions on transfer applicable to privately held and/or control securities), provided, that all of the parties to the Stock Escrow Agreement provide their consent.

A copy of Amendment No. 1 is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of Amendment No. 1 is qualified in its entirety by reference thereto.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01. The material terms and conditions of the Share Exchange Agreement are described on p. 94-105 of the Company’s definitive proxy statement/prospectus dated February 7, 2019 (the “Proxy Statement”) in the section entitled “PROPOSAL NO. 1—THE BUSINESS COMBINATION AND RIZOBACTER CALL OPTION AGREEMENT PROPOSAL.”

As previously reported, the Business Combination was approved by the shareholders of the Company at the Extraordinary General Meeting held on February 27, 2019 (the “Meeting”). At the Meeting, 14,195,163 (or approximately 99% of the UAC ordinary shares voting at the meeting) were voted in favor of the proposal to approve the Business Combination, 150,390 ordinary shares of UAC were voted against that proposal, no UAC ordinary shares abstained and there were no broker non-votes.

Upon the consummation of the Business Combination, each outstanding UAC right converted automatically into 1/10 of one UAC Registered Share and ceased trading on the NYSE upon conversion. All previously outstanding UAC ordinary shares and public warrants remain outstanding and will begin trading under new symbols, BIOX and BIOX WS, respectively, on NYSE American on March 15, 2019. In addition, UAC changed its name to Bioceres Crop Solutions Corp.

At the effective time of the Business Combination, (i) Bioceres holds 20,799,509 Registered Shares and 6,179,165 unregistered ordinary shares of the Company; (ii) the Founders set forth on Schedule 1 and 2 of the Share Transfer Agreement, without duplication, collectively hold 664,829 Registered Shares; (iii) the Founders set forth on Schedule 2 to the Share Transfer Agreement collectively hold 1,432,571 unregistered ordinary shares of the Company; (iv) the shareholders of Bioceres S.A., as beneficial owners holding their shares through the Custodian, collectively hold 1,000,000 Registered Shares; (v) the Grantors collectively hold 4,736,736 Registered Shares; and (vi) the minority holders of Bioceres Semillas S.A. (“Bioceres Semillas”), who have exercised their tag-along rights pursuant to the shareholders agreement of Bioceres Semillas, to which each such shareholder is a party (as described in the Proxy Statement), collectively hold 119,443 unregistered ordinary shares of the Company.

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The Business Combination was consummated on March 14, 2019 and upon the consummation thereof, Bioceres Crop Solutions Corp. intends to report as a foreign private issuer. Bioceres Crop Solutions Corp. intends to disclose all of the required Form-10 information on Form 20-F, to be filed with the Securities and Exchange Commission within four business days of the date hereof.

Item 3.02 Unregistered Sales of Equity Securities

In connection with the transactions contemplated by the Share Exchange Agreement and the Letter Agreement, the Company issued 4,736,736 unregistered ordinary shares held in treasury to Bioceres and 119,443 unregistered ordinary shares held in treasury to the minority holders of Bioceres Semillas in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act, based on the following factors: (i) the number of offerees, (ii) the absence of general solicitation, (iii) investment representations obtained, including with respect to investment purpose and accredited investor status, and (v) the placement of restrictive legends on the certificates reflecting the securities.

Item 5.01 Changes in Control of Registrant.

The disclosure set forth in the “Introductory Note” and in Item 2.01 above is incorporated by reference into this Item 5.01.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

	Exhibit		Description
	10.1		Side Letter to Share Exchange Agreement, dated as of March 14, 2019, by and among Union Acquisition Corp., Joseph J. Schena as Pre-Closing Union Representative and Bioceres LLC
	10.2		Share Transfer Agreement, dated as of March 14, 2019, by and among the Founders and Bioceres LLC
	10.3		Amendment No. 1 to the Stock Escrow Agreement, dated as of March 14, 2019, by and among Union Acquisition Corp., the Initial Shareholders and the Escrow Agent

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 14, 2019

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EXHIBIT 10.1

March 14, 2017

Bioceres LLC
c/o Bioceres S.A.
Ocampo 210 bis, Predio CCT,
Rosario, 2000,
Santa Fe, Argentina

Re: Certain Understandings in Connection with the Share Exchange Agreement

To whom it may concern:

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.

For good and valuable consideration, the Parties hereby agree as follows:

1. Wavier of the Conditions to the Obligations of the Company and Bioceres. The Parties mutually agree to waive the condition precedent set forth in Section 7.1(f) of the Agreement.

2. Waiver of the Conditions to the Obligations of Bioceres. The Parties mutually agree to waive the condition precedent set forth in Section 7.3(d) of the Agreement.

3. Modification of the Conditions to the Obligations of the Company. The Parties acknowledge (a) that neither (i) the Credit Agreement, dated September 12, 2018, among Bioceres S.A., RASA Holding LLC and BAF Latam Credit Fund as amended by the certain First Amendment to Credit Agreement, dated October 16, 2018 nor (ii) the Export Prefinancing Credit Facility Agreement by and between Bioceres S.A., RASA Holding LLC, and BAF Latam Trade Finance Fund B.V., dated March 20, 2018, as amended by the certain First Amendment to Export Prefinancing Credit Facility Agreement, dated August 28, 2018 (items (i) and (ii) together, the “BAF Loans”) will be assigned in connection with the Closing, and (b) that in their place, the Company will enter into intercompany loans from Parent on substantially similar terms and conditions as those set forth under the BAF Loans. In connection with the foregoing, the Parties acknowledge and agree that the consents of BAF Latam Credit Fund and BAF Latam Trade Finance Fund B.V. (as set forth in Section 3.3(b) and 4.2(b) of the Disclosure Schedule) are not a condition precedent for purposes of Section 7.2(e) of the Agreement.

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4. Modification of the Conditions to the Obligations of Bioceres:

a.

			i.		Bioceres hereby agrees that 579,929 Closing Exchange Shares (the “Redirected Registered Shares”) that it is entitled to receive under the Share Exchange Agreement shall be delivered directly by the Company, in book entry form, on the Closing Date, to (1) the persons (the “Founders”) and in the amounts set forth on Schedule 1 hereto and (2) Vellar Opportunities Fund Master, Ltd. (“Vellar”) in the amount set forth on Schedule 1 hereto in exchange (the “Exchange”) for an equal number of unregistered Union Ordinary Shares (the “Unregistered Shares”) held, as of immediately prior to the Closing, by the Founders and that will not be, at the time of the Exchange, subject to any restrictions on transfer, other than the customary restrictions on transfer applicable to privately held and/or control securities. Bioceres shall receive the Unregistered Shares from the Founders pursuant to that certain Share Transfer Agreement, dated as of even date herewith, by and between Bioceres and the Founders, attached hereto as Exhibit A.
			ii.		The Parties acknowledge that, for the purposes of the Lock-Up Agreement by and among the Parties, dated as of November 8, 2018, the Unregistered Shares and the Union Ordinary Shares received in exchange of the Rizobacter Shares, as set forth in Section 4(b) below, shall not constitute “Restricted Securities.”
b.		Bioceres hereby agrees that 4,736,736 Closing Exchange Shares (the “Rizobacter Registered Shares”) that it is entitled to receive under the Share Exchange Agreement shall be delivered directly by the Company, in book entry form, on the Closing Date, to the persons (the “Rizobacter Shareholders”) and in the amounts set forth on Schedule 2 hereto in exchange for an equal number of Union Ordinary Shares held in treasury.
c.		Bioceres hereby agrees that 1,000,000 Closing Exchange Shares (the “Custodial Shares”) that it is entitled to receive under the Share Exchange Agreement shall be delivered directly by the Company, via deposit and withdrawal at custodian (DWAC), on the Closing Date to Deutsche Bank Trust Company Americas (the “Custodian”). Such Custodial Shares shall be held by the Custodian on behalf of Bioceres S.A. shareholders (the “Beneficial Owners”) and shall be allocated to the Beneficial Owners in an amount proportionate to the number of Bioceres S.A. shares currently held by each Beneficial Owner.

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d.		Bioceres hereby authorizes the Company to instruct the Transfer Agent to deliver (1) the Redirected Registered Shares to the Founders and to Vellar; (2) the Rizobacter Registered Shares to the Rizobacter Shareholders and (3) the Custodial Shares to the Custodian on the Closing Date.
e.		Provided that the Closing Exchange Shares are delivered to Bioceres, the Founders, Valler, the Rizobacter Shareholders and the Custodian in the amounts agreed upon by the Parties, Bioceres hereby acknowledges and agrees that the Company will satisfy the condition to closing set forth in Section 7.3(e)(ii) of the Agreement.

5. Fees and Expenses: Notwithstanding the proviso at the end of Section 8.6 of the Agreement, the Company, the Pre-Closing Union Representative and Bioceres hereby agree as follows:

a.		In the event the Closing occurs, the post-Closing Company shall be responsible for all fees and expenses of the service providers set forth on Schedule 3, subject to a cap of US$2,500,000 (the “Expense Cap”). Moreover, the Parties acknowledge that the fees and expenses of the service providers set forth on Schedule 3 represent all of the fees and expenses incurred by the Company that remain outstanding in connection with the consummation of the transaction contemplated by the Agreement, except for the fees and expenses under the Marketing Agreement and the Engagement Letter, each as defined herein, in accordance with their respective terms and conditions, as amended as set forth in Section 5(c) below.
b.		At the Closing, the fees and expenses of the service providers set forth on Schedule 4 shall be paid out of immediately available funds remaining in the Trust Account after payment of all redemptions; provided, however, that such fees and expenses paid shall be counted against (and capped, as applicable, in accordance with) the Expense Cap.
c.		All payments required under (i) the Business Combination Marketing Agreement, dated February 27, 2018, as amended, by and among the Company, Ladenburg Thalmann & Co. Inc., CIM Securities LLC and Atlantic-Pacific Capital, Inc., attached hereto as Exhibit B (the “Marketing Agreement”); and (ii) under the Engagement Letter, dated October 25, 2018, as amended, between the Company and UBS Securities LLC, attached hereto as Exhibit C, together with all amendments thereto (the “Engagement Letter”) shall be made by the post-Closing Company in accordance with the respective terms of the agreements, each as amended, and, as such shall be excluded from the Expense Cap.
d.		Notwithstanding the foregoing, all fees and expenses incurred by Bioceres and the Group Companies in connection with the consummation of the transaction contemplated by the Agreement shall not be counted against the Expense Cap; provided, however, Bioceres hereby agrees to cause the post-Closing Company to use best efforts to treat all service providers (whether or not listed on Schedule 3 or referenced in Section 5(c) above) engaged in connection with the consummation of the transaction contemplated by the Agreement equitably as it relates to the payment of such service providers’ fees and expenses.

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6. No Further Amendments: Except as expressly set forth herein, this letter agreement does not amend, modify or waive any term of the Agreement.

7. Miscellaneous:

a.		This letter agreement may only be altered by written instrument signed by the Parties.
b.		This letter agreement may be executed in counterparts. All executed counterparts constitute one document.
c.		This letter agreement is governed by the laws of the State of New York.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties hereto has caused this letter agreement to be duly executed on its behalf as of the day and year first above written.

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Schedule 1

Jim Manley		121,953
Ladenburg Thalmann & Co Inc		49,101
Gerald Haddock		12,500
Haddock Enterprises, LLC		57,858
Joseph J. Schena		70,358
Daniel Fink		24,766
Nathan Bohn		7,637
Edgar Janotta		46,286
Joan Fink		11,571
Peter Fink		11,571
Adam Hinman		7,637
Asad Husain		23,143
Eric Lev		7,637
Kevin McNamara		34,715
Barbara Newman		2,316
Paul Sohn		23,143
Daniel Wolford		7,637
William B Buchanan Jr		13,110
Michael Fontaine		963
Scott A Katzmann		13,109
Joseph Anthony Lasala		1,925
Harris Lydon		13,110
Graham A Powis		2,069
Patrick A Sturgeon		4,814
Vellar Opportunities Fund Master, Ltd.		11,000

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Schedule 2

Name			Number of Ordinary Shares
1.		International Property Service Corp.	2,018,084
2.		María Marta Mac Mullen	1,359,326
3.		Pedro Enrique Mac Mullen	1,359,326

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Schedule 3

1.	Arnold and Porter Kaye Scholer, LLP
2.	Mitrani Caballero Ruiz Moreno
3.	First Coast Results, Inc.
4.	KPMG LLP
5.	D.F. King
6.	DG3 North America
7.	Continental Stock Transfer and Trust Co.
8.	Business Wire, Inc.
9.	Maples and Calder LLP
10.	I-Bankers Securities, Inc.

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Schedule 4

Continental Stock Transfer and Trust Co.

Business Wire, Inc.

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Exhibit A

Share Transfer Agreement

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Exhibit B

Business Combination Marketing Agreement

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Exhibit C

Engagement Letter

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EXHIBIT 10.2

Execution Version

SHARE TRANSFER AGREEMENT

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).

WHEREAS, reference is made to that certain Share Exchange Agreement (the “Share Exchange Agreement”), dated as of November 8, 2018, by and among Union Acquisition Corp. (“Union”), 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) (the “Pre-Closing Representative”) and Bioceres.

WHEREAS, as additional consideration to Bioceres for the share exchange contemplated under the Share Exchange Agreement, the 30% Holders have agreed to transfer to Bioceres eight hundred sixty-two thousand, five hundred (862,500) ordinary shares of Union (the “30% Shares”).

WHEREAS, pursuant to the Side Letter to the Share Exchange Agreement, dated as of even date herewith, by and among Bioceres, the Pre-Closing Representative and Union, Bioceres has agreed that five hundred seventy nine thousand, nine hundred and twenty nine (579,929) Closing Exchange Shares that it is entitled to receive under the Share Exchange Agreement shall be issued by Union, in book entry form, on the Closing Date, to the Public Float Holders and Vellar Opportunities Fund Master, Ltd. in exchange for five hundred seventy nine thousand, nine hundred and twenty nine (579,929) unregistered ordinary shares of Union (the “Public Float Shares,” and together with the 30% Shares, the “Founder Shares”).

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.		On the Closing Date (as defined in the Share Exchange Agreement), the Founders shall assign, transfer and deliver, free and clear of all Liens, all of the Founder Shares to Bioceres.
2.		Each Founder hereby represents and warrants to Bioceres as follows:
			a.		To the extent applicable, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has all requisite power and authority to carry on its businesses as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transaction contemplated hereby. It is not in default under or in violation of any material provision of its Governing Documents.

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[Signatures pages follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first specified above.

[Signature Page to Share Transfer Agreement]

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[Signature Page to Share Transfer Agreement]

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[Signature Page to Share Transfer Agreement]

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[Signature Page to Share Transfer Agreement]

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Schedule 1

Jim Manley

Ladenburg Thalmann & Co. Inc.

Haddock Enterprises, LLC

Joseph J. Schena

Daniel Fink

Nathan Bohn

Edgar D. Jannotta, Jr. Nonexempt Family Trust

Joan Fink

Peter Fink

Adam Hinman

Asad Husain

Eric Lev

Kevin McNamara

Barbara Newman

Paul Sohn

Daniel Wolford

William Buchanan

Michael Fontaine

Scott Katzmann

Joseph Lasala

Harris Lydon

Graham Powis

Patrick Sturgeon

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Schedule 2

Daniel W Fink

Gerald W Haddock

Joseph J Schena

William B Buchanan Jr

Michael Fontaine

Scott A Katzmann

Ladenburg Thalmann & Co Inc

Joseph Anthony Lasala

Harris Lydon

Jim Manley

Graham A Powis

Patrick A Sturgeon

Union Acquisition Associates LLC

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EXHIBIT 10.3

EXECUTION VERSION

AMENDMENT No. 1 to STOCK ESCROW AGREEMENT

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, and LADENBURG THALMANN & CO. INC. and the Escrow Agent. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Initial Agreement.

WHEREAS, on November 8, 2018, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between the Company, Joseph J. Schena, solely in his capacity as representative of the holders of Ordinary Shares immediately prior to the closing of the business combination contemplated by the Share Exchange Agreement and their successors, and Bioceres, Inc. and its successor.

WHEREAS, in order to meet certain conditions to closing set forth in the Share Exchange Agreement, the parties hereto have determined to release a certain number of Escrow Shares held by the Initial Shareholders from escrow (the “Release”) and to subsequently “unlock” (the “Unlocking”) such shares so that they are no longer subject to the restrictions on transfer set forth in Section 3.2 of the Initial Agreement.

WHEREAS, the Company has approved the Release and Unlocking of Ordinary Shares held by the Initial Shareholders.

WHEREAS, the purpose of this Amendment is to set forth provisions permitting the Release and Unlocking of Ordinary Shares and to update Exhibit A to the Initial Agreement to reflect the number of Ordinary Shares held in escrow by the Escrow Agent following the applicable Release.

WHEREAS, shortly after the execution of the Initial Agreement, CIM SECURITIES, LLC transferred its Ordinary Shares to the CIM Transferees in accordance with Section 4.3 of the Initial Agreement and the Ordinary Shares held by the CIM Transferees as of the date hereof and held in escrow by the Escrow Agent are properly reflected on Exhibit A hereto.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound, hereby agree as follows:

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[Signature Page Follows]

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WITNESS the execution of this Agreement as of the date first above written.

[Signature Page to Amendment No. 1 to Stock Escrow Agreement]

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[Signature Page to Amendment No. 1 to Stock Escrow Agreement]

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EXHIBIT A

		Number		Stock		Date of
Name and Address		of Shares		Certificate Number		Insider Letter
Union Group International Holdings Limited		1,107,216		1		February 27, 2018
Union Acquisition Associates, LLC		121,449		2		February 27, 2018
Jim Manley		45,673		3		February 27, 2018
Ladenburg Thalmann & Co. Inc.		18,389		4		February 27, 2018
William B. Buchanan Jr.		4,910				February 27, 2018
Michael Fontaine		360				February 27, 2018
Scott A. Katzmann		4,910				February 27, 2018
Joseph Anthony Lasala		721				February 27, 2018
Harris Lydon		4,910				February 27, 2018
Graham A. Powis		776				February 27, 2018
Patrick A. Sturgeon		1,803				February 27, 2018
PENSCO Trust Company (on behalf of Kyle P. Bransfield)		75,000		6		February 27, 2018
Gerald W. Haddock		12,500		7		February 27, 2018
Daniel W. Fink		12,500		8		February 27, 2018
Joseph J. Schena		12,500		9		February 27, 2018
Kyle P. Bransfield		8,954		10		February 27, 2018

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