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

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.

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

a.

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:

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:

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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.

Schedule 1

Schedule 2

Schedule 3

Schedule 4

Continental Stock Transfer and Trust Co.

Business Wire, Inc.

Exhibit A

Share Transfer Agreement

Exhibit B

Business Combination Marketing Agreement

Exhibit C

Engagement Letter