FORM OF DEPOSIT AGREEMENTDeposit Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals • New York
DEPOSIT AGREEMENT, dated as of [●], 2018, by and among (i) Bioceres S.A., a sociedad anónima incorporated under the laws of Argentina, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Bioceres S.A. • January 8th, 2018 • Agricultural chemicals
This Agreement is entered into by the Commission of the National Council for Scientific and Technological Research (Consejo Nacional de Investigaciones Científicas y Técnicas, CONICET), domiciled at Rivadavia 1917, Ciudad Autónoma de Buenos Aires, hereinafter referred to as “CONICET”, hereupon represented by its President, Dr. Marta Graciela Rovira; the National University of Litorial, hereinafter referred to as “UNL”, domiciled at Bv. Pellegrini 2750, Santa Fe, hereupon represented by its Rector, Ing. Albor Cantard on the one hand; and on the other, Bioceres S.A, domiciled at Ocampo 210 Bis, Predio CCT, Edificio Indear, Rosario, Provincia de Santa Fe, hereupon represented by its President Mr. Marcelo Canrique, hereinafter referred to as “THE COMPANY”, which together with CONICET and UNL shall hereinafter be referred to as “Parties”; the Parties enter into this Agreement, which will be subject to the following background and provisions (the “Agreement”):
AGREEMENT BETWEEN CONICET AND INDEARAgreement Between Conicet and Indear • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
This Agreement is entered into by Consejo Nacional de Investigaciones Cinetíficas y Técnicas, hereinafter the “CONICET”, domiciled at Avenida Rivadavia 1917, Ciudad de Buenos Aires, hereupon represented by its President Dr. Eduardo Charreau on the one hand, and on the other hand, INDEAR S.A., hereinafter “INDEAR”, being its legal address Paraguay 777, 8th floor, Rosario, Santa Fe Province, hereupon represented by its President Lic. Marcelo Arguelles, hereinafter referred to as the “Parties”;
Bioceres S.A. [●] American Depositary Shares Representing [●] Ordinary Shares (Nominal Value [●] Per Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals • New York
This is to inform you, in our capacity as the Representatives of the several Underwriters, residing at [●], that we accept the Lock-Up Agreements executed by the individuals and entities listed in Annex A attached hereto.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Framework Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
FD ADMIRAL SAS, a French corporation with offices at 59242 Cappelle-en-Pévèle, France, (hereinafter “FD”), one of the affiliates of Florimond Desprez Veuve & Fils SAS.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Bioceres S.A. • January 8th, 2018 • Agricultural chemicals
That the aforementioned file resulted in the approval of an agreement celebrated by this National Council, the National University of Litoral (Universidad Nacional del Litoral, UNL) and Bioceres.
INDEMNITY AGREEMENTIndemnity Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
This Indemnity Agreement (this “Agreement”), dated as of [●], (the “Effective Date”) is made by and between Bioceres S.A., a company organized and existing under the law of Argentina, being its legal address Ocampo 210 bis, Predio CCT, Efidicio Indear, Rosario, Santa Fe (the “Company”), and [Ÿ] (the “Indemnitee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
THIS SPECIFIC AGREEMENT is entered into by the Commission of the National Council for Scientific and Technological Research (Consejo Nacional de Investigaciones Cientificas y Técnicas, CONICET), hereupon represented by its President, Eduardo Charreau, domiciled at Rivadavia 1917, Capital Federal, hereinafter referred to as “CONICET”; Universidad Nacional del Litoral, hereupon represented by its Rector, Engineer Mario Domingo Barletta, domiciled at Bv. Pellegrini 2750, Santa Fe, hereinafter referred to as “THE UNL;” on the one hand, and on the other Bioceres Sociedad Anónima, hereupon represented by Engineer Gustavo Grobocopatel in his capacity of President, being its legal address Paraguay 777, 8th floor, office 4, Rosario, province of Santa Fe, hereinafter referred to as “THE COMPANY.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Syndicated Loan Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED....Letter Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals • Delaware
ArcadiaBiosciences, Inc., an Arizona corporation with offices at 202 Cousteau Place, Suite 200, Davis, CA 95618 USA (hereinafter “ARCADIA”),
ContractBioceres S.A. • January 8th, 2018 • Agricultural chemicals
Buenos Aires, October 14th, 2016 Messrs. BAF Latam Trade Finance Fund B.V.Credit Facility Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals • New York
This Offer is unconditional and irrevocably for the BORROWER and SURETY and may only be accepted upon its terms and conditions by the LENDER in accordance with the terms hereof.
Dear Sirs, BIOCERES S.A., (“BORROWER”) and BIOCERES INC (“SURETY”) is pleased to extend to BAF Latam Trade Finance Fund B.V. (“LENDER”) an offer for a Credit Facility Agreement, pursuant to the terms and conditions attached hereto as Attachment 1 (the...Bioceres S.A. • January 8th, 2018 • Agricultural chemicals • New York
This Offer is unconditional and irrevocably for the BORROWER and SURETY and may only be accepted upon its terms and conditions by the LENDER in accordance with the terms hereof.
De Boelelaan 7, 1083HJ, Amsterdam, The Netherlands Dear Sirs, BIOCERES S.A. (“BORROWER”) and BIOCERES INC. (“SURETY”) is pleased to extend to BAF Latam Trade Finance Fund B.V. (“LENDER”) an offer of First Amendment for a Credit Facilty Agreement,...Bioceres S.A. • January 8th, 2018 • Agricultural chemicals
This Offer is unconditional and irrevocably for the BORROWER and SURETY and may only be accepted upon its terms and conditions by the LENDER in accordance with the terms hereof.
BIOCERES INC. (“BORROWER”) and BIOCERES INC. (“SURETY”) is pleased to extend to BAF Latam Trade Finance Fund B.V. (“LENDER”) an offer of First Amendment for a Credit Facilty Agreement, pursuant to the terms and conditions attached hereto as Attachment...Credit Facility Agreement • January 8th, 2018 • Bioceres S.A. • Agricultural chemicals
This Offer is unconditional and irrevocably for the BORROWER and SURETY and may only be accepted upon its terms and conditions by the LENDER in accordance with the terms hereof.
ContractBioceres S.A. • January 8th, 2018 • Agricultural chemicals
To María Marta Mac Mullen Pedro Enrique Mac Mullen International Property Services Corp.Bioceres S.A. • January 8th, 2018 • Agricultural chemicals
We are writing to you regarding the negotiations held this month regarding the call option of a part of your equity interest in Rizobacter Argentina S.A., a corporation duly incorporated under the laws of Argentina, having its principal place of business at Dr. Arturo Frondizi 1150 (Parque Industrial Pergamino, Pergamino, Provincia de Buenos Aires) (“RASA”) in order to present for your consideration (the “Selling Shareholders” and/ or “MMM” and/ or “PMM” and/ or “IPS”, as appropriate, and together with Bioceres S.A., the “Buyer” and/ or “Bioceres”, the “Parties” and/ or the “Party”, as appropriate) the following call option offer (the “Offer”).
