Share Transfer Agreement, dated as of March 14, 2019, by and among the Founders and Bioceres LLC

It has all necessary power and authority to execute and deliver this Agreement and to consummate the transaction contemplated hereby. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by all necessary action on the part of each Founder and no other proceeding on the part of any Founder is necessary to authorize this Agreement or to consummate the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by each Founder and constitutes a valid, legal and binding agreement of each Founder, enforceable against each Founder in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

The execution and delivery of this Agreement does not, and the consummation of the transaction hereunder by each Founder and performance by each Founder of its obligations hereunder will not: (a) result in any violation of such Founder’s Governing Documents, to the extent applicable; (b) conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the termination, cancellation, acceleration or modification (whether after the giving of notice or the lapse of time or both) of any right or obligation of any Founder under, any Contract to which such Founder is a party or by which it is bound or to which its assets or properties are subject; (c) violate or result in a breach of or constitute a default under any Law, judgment, order, injunction or decree applicable to such Founder or by which Union or its assets or properties are bound; and (d) require any Consent of any Governmental Entity or any party to any material Contract to which such Founder is a party or by which such Founder is bound or to which such Founder’s assets or properties are subject. No Consent or Permit with respect to any Person or Governmental Entity is required on the part of such Founder in connection with the execution and delivery of this Agreement thereby, the performance of its obligations hereunder, and the consummation of the transaction contemplated hereby.

As of immediately prior to the transactions contemplated hereby, the Founders will be the record and beneficial owner of the Founder Shares and will have good and valid title to the Founder Shares, free and clear of all Liens (other than restrictions under applicable federal, state and other securities laws).

The offer and the issuance of the Founder Shares by the Founders as described in this Agreement have not been accompanied by any form of general solicitation or general advertising. The Founder Shares are being issued and/or offered only to a limited number of sophisticated purchasers. The Founders reasonably believe that the purchaser of the Founder Shares is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”) and that the purchaser of the Founder Shares is able to fend for himself, herself or itself and has such knowledge and experience in financial and business matters the purchaser is capable of evaluating the merits and risks of investing in the Founder Shares and has the capacity to protect such purchaser’s interests.

None of the Founders have in their possession any material non-public information related to the transactions contemplated by the Share Exchange Agreement that has not been disclosed to the purchaser.

It is not necessary in connection with the transfer and delivery of the Founder Shares at the Closing to register the Founder Shares under the Securities Act. None of the Founders nor anyone acting on their behalf has taken, or will take, any action that would subject the transfer and delivery of the Founder Shares to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of Union.

Miscellaneous.

Governing Law: This Agreement and any claim, controversy or dispute arising under or related in any way to this Agreement, the relationship of the parties hereto, the transaction leading to this Agreement or contemplated hereby and/or the interpretation and/or enforcement of the respective rights and duties of the parties hereunder or related in any way to the foregoing, shall be governed by and construed in accordance with the internal, substantive laws of the State of New York applicable to agreements entered into and to be performed solely within such state, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

Counterparts; Facsimile: This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.