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

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

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

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

EXHIBIT A