Bioceres Crop Solutions Corp. (Form: S-8, Received: 04/30/2021 08:36:15)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

Bioceres Crop Solutions Corp.
(Exact name of registrant as specified in its charter)

The Cayman Islands
(State or other jurisdiction of
incorporation or organization)

N/A
(I.R.S. Employer
Identification No.)

Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices) (Zip code)

Employee Stock Purchase Plan
Equity Compensation Plan
Employee Stock Option Plan
Stand Alone Stock Option Grant to Kyle Bransfield
Stand Alone Stock Option Grant to Carlos Ivan Camargo de Colon
Stand Alone Stock Option Grant to Gloria Montaron Estrada
Stand Alone Stock Option Grant to Ari Freisinger
Stand Alone Stock Option Grant to Enrique Lopez Lecube
Stand Alone Stock Option Grant to Federico Trucco
Stand Alone Stock Option Grant to Jorge Wagner
Stand Alone Stock Option Grant to Geronimo Watson
Stand Alone Stock Option Grant to Natalia Zang
(Full title of the plans)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Matthew S. Poulter, Esq.
Alejandro A. Gordano, Esq.
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Phone: (212) 903-9000
Fax: (212) 903-9100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerate filer	x
Non-accelerated filer	¨	Smaller reporting company	¨
Emerging growth company	x

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 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered⁽¹⁾	Amount to be Registered⁽¹⁾⁽²⁾		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Ordinary Shares, par value $0.0001 per share
—To be issued under the Employee Stock Purchase Plan		200,000	$	14.30	⁽³⁾	$	2,860,000.00	$	312.03
—To be issued under the Equity Compensation Plan		1,503,364	$	14.30	⁽³⁾	$	21,498,105.20	$	2,345.44
—To be issued under the Employee Stock Option Plan		100,000	$	5.55	⁽⁴⁾	$	555,000.00	$	60.55
—Outstanding under the Stand Alone Stock Option Grant to Kyle Bransfield		100,000	$	4.55	⁽⁵⁾	$	455,000.00	$	49.64
—Outstanding under the Stand Alone Stock Option Grant to Carlos Ivan Camargo de Colon		100,000	$	4.55	⁽⁵⁾	$	455,000.00	$	49.64
—Outstanding under the Stand Alone Stock Option Grant to Gloria Montaron Estrada		200,000	$	4.55	⁽⁵⁾	$	910,000.00	$	99.28
—Outstanding under the Stand Alone Stock Option Grant to Ari Freisinger		100,000	$	4.55	⁽⁵⁾	$	455,000.00	$	49.64
—Outstanding under the Stand Alone Stock Option Grant to Enrique Lopez Lecube		100,000	$	4.55	⁽⁵⁾	$	455,000.00	$	49.64
—Outstanding under the Stand Alone Stock Option Grant to Federico Trucco		300,000	$	4.55	⁽⁵⁾	$	1,365,000.00	$	148.92
—Outstanding under the Stand Alone Stock Option Grant to Jorge Wagner		100,000	$	4.55	⁽⁵⁾	$	455,000.00	$	49.64
—Outstanding under the Stand Alone Stock Option Grant to Geronimo Watson		100,000	$	4.55	⁽⁵⁾	$	455,000.00	$	49.64
—Outstanding under the Stand Alone Stock Option Grant to Natalia Zang		100,000	$	4.55	⁽⁵⁾	$	455,000.00	$	49.64
Total		3,003,364				$	30,373,105.20	$	3,313.71

Notes:—

	(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares of the registrant’s ordinary shares that become issuable under the Employee Stock Purchase Plan, the Equity Compensation Plan, the Employee Stock Option Plan, the Stand Alone Stock Option Grant to Kyle Bransfield, the Stand Alone Stock Option Grant to Carlos Ivan Camargo de Colon, the Stand Alone Stock Option Grant to Gloria Montaron Estrada, the Stand Alone Stock Option Grant to Ari Freisinger, the Stand Alone Stock Option Grant to Enrique Lopez Lecube, the Stand Alone Stock Option Grant to Federico Trucco, the Stand Alone Stock Option Grant to Jorge Wagner, the Stand Alone Stock Option Grant to Geronimo Watson or the Stand Alone Stock Option Grant to Natalia Zang, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the registrant’s outstanding ordinary shares.
	(2)	For the sole purpose of calculating the registration fee, the number of ordinary shares to be registered under this Registration Statement has been broken down into twelve subtotals.
	(3)	Offering prices of awards that have not yet been granted as of the date of this Registration Statement are computed in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based upon the price of $14.30 per ordinary share, the average of the high and low prices of the ordinary shares of the registrant as reported on Nasdaq Global Select Market on April 27, 2021.
	(4)	Calculated pursuant to Rule 457(h) under the Securities Act. The price of $5.55 per ordinary share represents the exercise price per ordinary share under the Employee Stock Option Plan.
	(5)	Calculated pursuant to Rule 457(h) under the Securities Act. The price of $4.55 per ordinary share represents the exercise price per ordinary share for each of Kyle Bransfield’s option grant, Carlos Ivan Camargo de Colon’s option grant, Gloria Montaron Estrada’s option grant, Ari Freisinger’s option grant, Enrique Lopez Lecube’s option grant, Federico Trucco’s option grant, Jorge Wagner’s option grant, Geronimo Watson’s option grant and Natalia Zang’s option grant.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participant in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents By Reference.

The following documents, which have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by Bioceres Crop Solutions Corp. (the “Registrant”), are hereby incorporated by reference into this Registration Statement:

(a) the Registrant’s Annual Report on Form 20-F (File No. 001-38836) for the fiscal year ended June 30, 2020 filed with the Commission on October 21, 2020;

(b) the Registrant’s Report on Form 6-K filed with the Commission on February 26, 2021; and

(c) the description of the Registrant’s ordinary shares contained in the Registrant’s Registration Statement on Form F-3 filed with the Commission on October 30, 2020 (File No. 333-249770) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All other reports and documents subsequently filed (but not furnished) by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances shall any information subsequently furnished on Form 6-K be deemed incorporated herein by reference unless such Form 6-K expressly provides to the contrary.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against civil fraud or the consequences of committing a crime.

The Registrant’s articles of association (“Articles”) provide that each director or officer of the Registrant shall be indemnified out of the assets of the Registrant against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or willful default. No such person shall be liable to the Registrant for any loss or damage incurred by the Registrant as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or willful default of such person. No person shall be found to have committed actual fraud or willful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.

Also, the Registrant currently maintains director’s and officer’s liability insurance covering its directors and officers with respect to general civil liability, including liabilities under the Securities Act, which he or she may incur in his or her capacity as such. The Registrant entered into indemnification agreements with each of its directors and executive officers. These agreements generally provide that the relevant director or officer will be indemnified by the Registrant to the fullest extent permitted by law against liability and against all expenses reasonably.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.

Exemption From Registration Claimed.

Not applicable.

Item 8.

Exhibits.

		Incorporated by Reference
Exhibit No.		Document
4.1	**	Amended and Restated Memorandum and Articles of Association of Bioceres Crop Solutions Corp. (Incorporated by reference to Exhibit 3.1 to Amendment No.1 to the Registrant’s registration statement on Form F-1 (File No. 333-231883), filed with the SEC on July 12, 2019)

4.2	**	Certificate of Name Change (Incorporated by reference to Exhibit 1.2 to the Registrant’s Shell Company Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019)

4.3	**	Share Exchange Agreement, dated as of November 8, 2018, by and among Union Acquisition Corp., Joseph J. Schena, in his capacity as the Pre-Closing Union Representative, and Bioceres, Inc. (Incorporated by reference to Exhibit 2.1 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on November 8, 2018)

4.4	**	Amendment to the Share Exchange Agreement, dated as of December 19, 2018 (Incorporated by reference to Exhibit 10.1 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on December 20, 2018)

4.5	**	Rizobacter Call Option Agreement, dated as of October 22, 2018 (Incorporated by reference to Exhibit 10.1 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on November 13, 2018)

4.6	**	Share Transfer Agreement (Incorporated by reference to Exhibit 10.2 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on March 14, 2019)

4.7	**	Rizobacter Shareholders’ Agreement, dated March 5, 2019, among Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services Corp. (Incorporated by reference to Exhibit 2.4 to the Registrant’s Annual Report on Form 20-F (File No. 001-38836), filed with the SEC on October 24, 2019)

4.8	**	Shareholders’ Agreement, dated as of March 14, 2019, by and among Bioceres Crop Solutions Corp., Bioceres LLC and the shareholders named therein (Incorporated by reference to Exhibit 4.11 to the Registrant’s registration statement on Form F-3 (File No. 333-237496), filed with the SEC on March 31, 2020)

4.9	**	Amended and Restated Registration Rights Agreement, dated as of March 14, 2019, by and among Bioceres Crop Solutions Corp. and the Investors named therein (Incorporated by reference to Exhibit 4.5 to the Registrant’s Shell Company Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019)

4.10	**	Note Purchase Agreement, dated as of March 6, 2020, by and among Bioceres Crop Solutions Corp., as borrower, the purchasers party thereto and Solel Partners LP, as collateral agent (Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 6-K (File No. 001-38836), filed with the SEC on March 9, 2020)

4.11	**	Registration Rights Agreement, dated as of March 6, 2020 (as amended, restated supplemented or otherwise modified from time to time in accordance with the terms hereof) by and among Bioceres Crop Solutions Corp. and each purchaser named therein (Incorporated by reference to Exhibit 4.19 to the Registrant’s registration statement on Form F-3 (File No. 333-237496), filed with the SEC on March 31, 2020)

5.1		Opinion of Maples and Calder (Cayman) LLP

23.1		Consent of Price Waterhouse & Co. S.R.L.

23.2		Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1).

99.1		Employee Stock Purchase Plan.

99.2		Equity Compensation Plan.

99.3		Employee Stock Option Plan.

99.4		Stand Alone Share Option Agreement between the Registrant and Kyle Bransfield dated April 14, 2019.

99.5		Amendment to Stand Alone Share Option Agreement between the Registrant and Kyle Bransfield dated January 13, 2020.

		Incorporated by Reference
Exhibit No.		Document
99.6		Stand Alone Share Option Agreement between the Registrant and Carlos Ivan Carmago de Colon dated April 14, 2019.

99.7		Amendment to Stand Alone Share Option Agreement between the Registrant and Carlos Ivan Carmago de Colon dated January 27, 2020.

99.8		Stand Alone Share Option Agreement between the Registrant and Gloria Montaron Estrada dated June 18, 2019.

99.9		Amendment to Stand Alone Share Option Agreement between the Registrant and Gloria Montaron Estrada dated June 6, 2020.

99.10		Stand Alone Share Option Agreement between the Registrant and Ari Freisinger dated April 14, 2019.

99.11		Amendment to Stand Alone Share Option Agreement between the Registrant and Ari Freisinger dated January 13, 2020.

99.12		Stand Alone Share Option Agreement between the Registrant and Enrique Lopez Lecube dated June 18, 2019.

99.13		Amendment to Stand Alone Share Option Agreement between the Registrant and Enrique Lopez Lecube dated January 13, 2020.

99.14		Stand Alone Share Option Agreement between the Registrant and Federico Trucco dated June 18, 2019.

99.15		Amendment to Stand Alone Share Option Agreement between the Registrant and Federico Trucco dated January 13, 2020.

99.16		Stand Alone Share Option Agreement between the Registrant and Jorge Wagner dated June 18, 2019.

99.17		Amendment to Stand Alone Share Option Agreement between the Registrant and Jorge Wagner dated February 02, 2020.

99.18		Stand Alone Share Option Agreement between the Registrant and Geronimo Watson dated June 18, 2019.

99.19		Amendment to Stand Alone Share Option Agreement between the Registrant and Geronimo Watson dated January 13, 2020.

99.20		Stand Alone Share Option Agreement between the Registrant and Natalia Zang dated April 14, 2019.

99.21		Amendment to Stand Alone Share Option Agreement between the Registrant and Natalia Zang dated January 15, 2020.

** Previously filed.

Item 9.

Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Rosario, Argentina, on this 30th day of April, 2021.

Bioceres Crop Solutions Corp.


By:	/s/ Federico Trucco
	Name:	Federico Trucco
	Title:	Chief Executive Officer and Executive Director

POWER OF ATTORNEY

We, the undersigned directors and officers of Bioceres Crop Solutions Corp., hereby severally constitute and appoint Federico Trucco and Gloria Montaron Estrada each of them singly, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any subsequent registration statements pursuant to Rule 462 of the United States Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Federico Trucco	Chief Executive Officer and Executive Director	April 30, 2021
Federico Trucco	Chief Executive Officer and Executive Director

/s/ Enrique Lopez Lecube	Chief Financial Officer and Executive Director	April 30, 2021
Enrique Lopez Lecube	Chief Financial Officer and Executive Director

/s/ Gloria Montaron Estrada	Executive Director	April 30, 2021
Gloria Montaron Estrada

/s/ Carlos Camargo de Colón	Non-Executive Director	April 30, 2021
Carlos Camargo de Colón

/s/ Natalia Zang	Non-Executive Director	April 30, 2021
Natalia Zang

/s/ Ari Freisinger	Non-Executive Director	April 30, 2021
Ari Freisinger

/s/ Kyle P. Bransfield	Non-Executive Director	April 30, 2021
Kyle P. Bransfield

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Bioceres Crop Solutions Corp., has signed this registration statement on this 30th day of April, 2021.

COGENCY GLOBAL INC.


By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President on behalf of Cogency Global Inc.

Exhibit 5.1

Our ref

MUL/735964-000001/65757996v3

Bioceres Crop Solutions Corp.

Registered Office Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

Principal Office Address: Ocampo 210 bis, Predio CCT, Rosario, Santa Fe, Argentina

30 April 2021

Bioceres Crop Solutions Corp.

We have acted as counsel as to Cayman Islands law to Bioceres Crop Solutions Corp. (the "Company") in connection with the Company's registration statement on Form S-8, including all amendments or supplements thereto (the "Registration Statement") filed with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933, as amended (the "Act") relating to the reservation for issuance of certain ordinary shares of a par value of US$0.0001 each (the "Ordinary Shares") as follows:

(A)

200,000 Ordinary Shares upon the granting of certain awards under the Employee Stock Purchase Plan of the Company;

(B)

1,503,364 Ordinary Shares upon the granting of certain awards under the Equity Compensation Plan of the Company;

(C)

100,000 Ordinary Shares upon the granting of certain awards under the Employee Stock Option Plan of the Company; and

(D)

1,200,000 Ordinary Shares upon the exercise of the stand-alone stock options previously granted pursuant to certain share option agreements (and amendments thereto) which have not yet been exercised:

(i)

100,000 Ordinary Shares pursuant to the Stand-Alone Stock Option Grant to Kyle P. Bransfield;

(ii)

100,000 Ordinary Shares pursuant to the Stand-Alone Stock Option Grant to Carlos Ivan Camargo de Colón;

(iii)

200,000 Ordinary Shares pursuant to the Stand-Alone Stock Option Grant to Gloria Montaron Estrada;

(iv)

100,000 Ordinary Shares pursuant to the Stand-Alone Stock Option Grant to Ari Freisinger;

(v)

100,000 Ordinary Shares pursuant to the Stand-Alone Stock Option Grant to Enrique Lopez Lecube;

(vi)

300,000 Ordinary Shares pursuant to the Stand-Alone Stock Option Grant to Federico Trucco;

(vii)

100,000 Ordinary Shares pursuant to the Stand-Alone Stock Option Grant to Jorge Wagner;

(viii)

100,000 Ordinary Shares pursuant to the Stand-Alone Stock Option Grant to Geronimo Watson; and

(ix)

100,000 Ordinary Shares pursuant to the Stand-Alone Stock Option Grant to Natalia Zang.

This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.

Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1

The certificate of incorporation dated 14 November 2017, the certificate of incorporation on change of name dated 28 February 2019 and the amended and restated memorandum and articles of association of the Company as registered or adopted on 27 February 2019.

1.2

The written resolutions of the board of directors of the Company dated 27 April 2021 (the "Resolutions") and the corporate records of the Company maintained at its registered office in the Cayman Islands.

1.3

A certificate of good standing with respect to the Company issued by the Registrar of Companies (the "Certificate of Good Standing").

1.4

A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate").

1.5

The Registration Statement.

1.6

The documents listed in the Schedule (the "Documents").

Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1

The Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.2

The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.3

The choice of the Relevant Law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

2.4

Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.5

All signatures, initials and seals are genuine.

2.6

The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Documents.

2.7

No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Ordinary Shares.

2.8

There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents.

2.9

No monies paid to or for the account of any party under the Documents or any property received or disposed of by any party to the Documents in each case in connection with the Documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).

2.10

There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

2.11

The Company will receive money or money's worth in consideration for the issue of the Ordinary Shares and none of the Ordinary Shares were or will be issued for less than par value.

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.

Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1

The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

3.2

The Ordinary Shares to be offered and issued by the Company as contemplated by the Documents have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Documents and in accordance with the terms set out in the Documents, such Ordinary Shares will be validly allotted and issued as fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

Qualifications

The opinions expressed above are subject to the following qualifications:

4.1

The term "enforceable" as used above means that the obligations assumed by the Company under the Documents are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

(a)

enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

(b)

enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

(c)

where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

(d)

some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

4.2

To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

4.3

Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

4.4

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.

4.5

In this opinion letter, the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm under the heading "Legal Matters" in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

/s/ Maples and Calder

Maples and Calder (Cayman) LLP

Schedule

The Documents

The Employee Stock Purchase Plan of the Company.

The Equity Compensation Plan of the Company.

The Employee Stock Option Plan of the Company.

The Share Option Agreement dated as of 31 December 2019 between the Company and Ari Freisinger.

The Share Option Agreement dated as of 19 December 2019 between the Company and Carlos Ivan Camargo de Colón.

The Share Option Agreement dated as of 31 December 2019 between the Company and Enrique Lopez Lecube.

The Share Option Agreement dated as of 6 December 2019 between the Company and Federico Trucco.

The Share Option Agreement dated as of 27 November 2019 between the Company and Geronimo Watson.

The Share Option Agreement dated as of 26 November 2019 between the Company and Gloria Montaron Estrada.

The Share Option Agreement dated as of 27 November 2019 between the Company and Jorge Wagner.

The Share Option Agreement dated as of 27 December 2019 between the Company and Kyle P. Bransfield.

The Share Option Agreement dated as of 6 December 2019 between the Company and Natalia Zang.

The Amendment to Share Option Agreement dated as of 13 January 2020 between the Company and Ari Freisinger.

The Amendment to Share Option Agreement dated as of 27 January 2020 between the Company and Carlos Ivan Camargo de Colón.

The Amendment to Share Option Agreement dated as of 13 January 2020 between the Company and Enrique Lopez Lecube.

The Amendment to Share Option Agreement dated as of 13 January 2020 between the Company and Federico Trucco.

The Amendment to Share Option Agreement dated as of 13 January 2020 between the Company and Geronimo Watson.

The Amendment to Share Option Agreement dated as of 6 June 2020 between the Company and Gloria Montaron Estrada.

The Amendment to Share Option Agreement dated as of 4 February 2020 between the Company and Jorge Wagner.

The Amendment to Share Option Agreement dated as of 13 January 2020 between the Company and Kyle P. Bransfield.

The Amendment to Share Option Agreement dated as of 15 January 2020 between the Company and Natalia Zang.

Bioceres Crop Solutions Corp.

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

30 April 2021

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

Bioceres Crop Solutions Corp. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

The Memorandum and Articles remain in full force and effect and are unamended.

The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company.

The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

The authorised share capital of the Company is US$10,100 divided into 100,000,000 ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each.

The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way.

The directors of the Company at the date of the Resolutions and at the date of this certificate were and are as follows: Federico Trucco, Ph.D., Enrique López Lecube, Carlos Camargo de Colón, Ari Freisinger, Natalia Zang, Kyle P. Bransfield and Gloria Montaron Estrada.

The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.

Prior to, at the time of, and immediately following the approval of the transactions contemplated by the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.

Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the Company.

The Registration Statement has been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws.

No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Ordinary Shares.

The Ordinary Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered, and will continue to be registered, in the Company's register of members (shareholders).

The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

(Signature Page follows)

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

Signature:	/s/ Gloria Montaron Estrada

Name:	Gloria Montaron Estrada

Title:	Director

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Bioceres Crop Solutions Corp. of our report dated September 28, 2020 relating to the financial statements, which appears in the Bioceres Crop Solutions Corp's Annual Report on Form 20-F for the year ended June 30, 2020.

/s/ Price Waterhouse & Co. S.R.L.

/s/ GABRIEL MARCELO PERRONE

Gabriel Marcelo Perrone

Partner

Rosario, Argentina

April 30, 2021

Exhibit 99.1

BIOCERES CROP SOLUTIONS CORP.

EMPLOYEE STOCK PURCHASE PLAN

The Bioceres Crop Solutions Corp. Employee Stock Purchase Plan (this “Plan”) was approved by the annual shareholders’ meeting, dated October 28, 2020 (the “Effective Date”), to provide an incentive to eligible employees of the Bioceres Crop Solutions Corp. (the “Company”) and its Subsidiaries.

Establishment of Plan

The Company proposes to grant rights to purchase ordinary shares of a par value of US$0.0001 of the Company (the “Shares”) to eligible employees of the Company and its Subsidiaries pursuant to this Plan (“Purchase Rights”). Under this Plan, Subsidiaries means an entity that is wholly, or majority owned or controlled, directly or indirectly, by the Company.

Number of Shares

The total number of Shares initially reserved and available for issuance pursuant to this Plan shall be 200,000, subject to adjustments effected in accordance with Section 15. If any Purchase Right granted under this Plan terminates without having been exercised in full, the Shares not purchased under such Purchase Right will again become available for issuance under this Plan.

Purpose

The purpose of this Plan is to provide eligible employees of the Company and its Subsidiaries with a convenient means of acquiring an equity interest in the Company through payroll deductions, to enhance such employees’ sense of participation in the affairs of the Company and its Subsidiaries, and to provide an incentive for continued employment.

For the purposes of this Plan, “employee” shall mean any individual who is an employee of the Company or a Subsidiary. Whether an individual qualifies as an employee shall be determined by the Board of Directors of the Company (the “Administrator”), in its sole discretion. For purposes of an individual’s participation in or other rights, if any, under this Plan as of the time of the determination by the Administrator whether or not an individual is an employee, all such determinations by the Administrator shall be final, binding and conclusive as to such rights. Unless the Administrator makes a contrary determination, the employees of the Company shall, for all purposes of this Plan, be those individuals who are carried as employees of the Company or its Subsidiaries for regular payroll purposes. Any inquiries regarding eligibility to participate in this Plan shall be directed to the Administrator, whose decision shall be final.

Administration

This Plan shall be administered by the Administrator.

The Administrator will have the power, subject to, and within the limitations of, the express provisions of this Plan: (a) to construe and interpret this Plan and rights granted hereunder, and to establish, amend and revoke rules and regulations for its administration, (c) to settle all controversies regarding this Plan and Purchase Rights granted under this Plan, (d) to amend or terminate this Plan at any time as provided in Section 25, and (e) to adopt such rules, procedures and sub-plans relating to the operation and administration of this Plan as are necessary or appropriate under applicable local laws, regulations and procedures to permit or facilitate participation in this Plan by all employees.

Subject to the provisions of this Plan and the authorization granted by the shareholders of the Company all questions of interpretation or application of this Plan shall be determined by the Administrator and its decisions shall be final, binding, and conclusive upon all participants.

Members of the Administrator shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration of this Plan shall be paid by the Company.

Eligibility

Any employee who is a member of the management team of the Company or its Subsidiaries and has no stock compensation under any other Company’s plan is eligible to participate in an Offering Period (as hereinafter defined).

Offering and Purchase Periods

Unless otherwise specified by the Administrator, “Offering Period” shall mean a period of approximately twelve (12) months that commences on the first day on which U.S. national stock exchanges are open for trading (each, a “Trading Day”) in March or the first Trading Day in September of each year and that terminates approximately twelve (12) months later on the last Trading Day in February or August, as applicable.

Each Offering Period shall consist of consecutive periods of approximately six (6) months (each, a “Purchase Period”) that commence on the first Trading Day in March or September and end approximately six (6) months later on the last Trading Day in August or February, as applicable, each year during an Offering Period.

The first Trading Day of each Offering Period is referred to as the “Offering Date”. The last Trading Day of each Purchase Period is referred to as the “Purchase Date”.

The Administrator shall have the power to change the Offering Dates, the Purchase Dates and the duration of Offering Periods or Purchase Periods without stockholder approval if such change is announced prior to the relevant Offering Period or prior to such other time period as specified by the Administrator.

Participation in this Plan

Eligible employees may become participants in an Offering Period under this Plan on the Offering Date, after satisfying the eligibility requirements, by delivering a subscription agreement to the Company prior to such Offering Date, or such other time period as specified by the Administrator.

An eligible employee who does not deliver a subscription agreement to the Company after becoming eligible to participate in an Offering Period shall not participate in that Offering Period or any subsequent Offering Period unless such employee enrolls in this Plan by delivering a subscription agreement with the Company prior to such Offering Period, or such other time period as specified by the Administrator. Once an employee becomes a participant in an Offering Period by delivering a subscription agreement to the Company, such employee shall automatically participate in the Offering Period commencing immediately following the last day of the prior Offering Period unless the employee withdraws or is deemed to withdraw from this Plan or terminates further participation in the Offering Period as set forth in Section 12. Such participant is not required to deliver any additional subscription agreement in order to continue participation in this Plan.

Grant of Purchase Right on Enrollment

On each Offering Date, each eligible employee will be granted a Purchase Right to purchase up to that number of Shares (rounded down to the nearest whole share) purchasable either with a percentage or with a maximum dollar amount, as designated by the Administrator, but in either case not exceeding fifteen percent (15%) of such employee’s compensation for such Offering Period during the period that begins on the Offering Date and ends on the last day of the Offering Period.

Purchase Price

The purchase price per share at which a Share shall be sold in any Offering Period shall be eighty-five percent (85%) of the lower of the closing price of the Shares on the first Trading Day and the last Trading Day of the relevant Offering Period.

For the purposes of this Plan, the term “closing price” means, as of any date, (a) the closing sales price for such shares as quoted on stock exchange or market (or the exchange or market with the greatest volume of trading in the Shares) on the date of determination, as reported in such source as the Administrator deems reliable. Unless otherwise provided by the Administrator, if there is no closing sales price for the Shares on the date of determination, then the closing price will be the closing sales price on the last preceding date for which such quotation exists; or (b) in the absence of an established market for the Shares, the closing price of a Share will be determined in good faith by the Administrator.

10.

Payment of Purchase Price; Changes in Payroll Deductions; Issuance of Shares.

(a) The purchase price of the shares is accumulated by regular payroll deductions made during each Offering Period. The deductions may be made (at the election of the participant) either (a) as an election of a whole dollar amount not less than $10 per payroll period, nor greater than an amount equal to the amount that is fifteen percent (15%) of the participant’s compensation, or (b) as a percentage of the participant’s compensation in one percent (1%) increments, not less than one percent (1%), nor greater than fifteen percent (15%), or, in each case, such lower limit set by the Administrator. Compensation shall mean base pay, incentive compensation, bonuses and commissions (provided, however, that with respect to an Offering Period, the participant may elect to have his or her percentage of payroll deductions under this Plan calculated with respect to (and solely deducted from) only his or her base pay). Payroll deductions shall commence on the first payday after the beginning of the Offering Period and shall continue to the end of the Offering Period unless sooner altered or terminated as provided by this Plan.

(b) A participant may increase or decrease the rate of payroll deductions during an Offering Period by filing with the Company a new authorization for payroll deductions, in which case the new rate shall become effective for the next payroll period commencing after the Company’s receipt of the authorization and shall continue for the remainder of the Offering Period unless changed as described below. Such change in the rate of payroll deductions may be made at any time during an Offering Period, but unless otherwise provided by the Administrator with respect to a Purchase Period, not more than one (1) change may be made effective during any Purchase Period. A participant may increase or decrease the rate of payroll deductions for any subsequent Offering Period by filing with the Company a new authorization for payroll deductions prior to the beginning of such Offering Period, or such other time period as specified by the Administrator.

(c) A participant may reduce his or her payroll deduction percentage to zero during an Offering Period by filing with the Company a request for cessation of payroll deductions. Such reduction shall be effective beginning with the next payroll period after the Company’s receipt of the request and no further payroll deductions shall be made for the duration of the Offering Period. Payroll deductions credited to the participant’s account prior to the effective date of the request shall be used to purchase Shares of the Company in accordance with Section 10(e). A participant may not resume making payroll deductions during the Offering Period in which he or she reduced his or her payroll deductions to zero.

(d) All payroll deductions made for a participant are credited to his or her account under this Plan and are deposited with the general funds of the Company. No interest accrues on the payroll deductions. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

(e) On each Purchase Date, for so long as this Plan remains in effect and provided that the participant has not submitted a signed and completed withdrawal form before that date (or such deadline prior to the Purchase Date established by the Administrator), which notifies the Company that the participant wishes to withdraw from that Offering Period under this Plan and have all payroll deductions accumulated in the account maintained on behalf of the participant, as of that date returned to the participant, the Company shall apply the funds then in the participant’s account to the purchase of whole Shares reserved under the Purchase Right granted to such participant with respect to the Offering Period to the extent that such Purchase Right is exercisable on the Purchase Date. The purchase price per share shall be as specified in Section 9. Any cash remaining in a participant’s account after such purchase of shares shall be refunded to such participant in cash, without interest; provided, however, that any amount remaining in such participant’s account on a Purchase Date which is less than the amount necessary to purchase a full Share shall be carried forward, without interest, into the next Purchase Period or Offering Period, as the case may be. In the event that this Plan has been oversubscribed, all funds not used to purchase shares on the Purchase Date shall be returned to the participant, without interest. No Shares shall be purchased on a Purchase Date on behalf of any employee whose participation in this Plan has terminated prior to such Purchase Date.

(f) As soon as practicable after the Purchase Date, the Company shall issue shares for the participant’s benefit representing the shares purchased upon exercise of his or her Purchase Right.

(g) During a participant’s lifetime, his or her Purchase Right hereunder is exercisable only by him or her. The participant shall have no interest or voting rights in shares covered by any of his or her Purchase Right until such Purchase Right has been exercised.

11.

Limitations on Shares to be Purchased

(a) An eligible employee may be granted Purchase Rights under this Plan only if such Purchase Rights, together with any other rights granted under all employee stock purchase plans of the Company or Subsidiary, do not permit such eligible employee’s Purchase Rights to accrue at a rate which, when aggregated, exceeds $25,000 of fair market value of such shares (determined at the time such rights are granted, and which, with respect to this Plan, will be determined as of their respective Offering Dates) for each calendar year in which such Purchase Rights are outstanding at any time. The Company shall automatically suspend the payroll deductions of any participant as necessary to enforce such limit; provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. This limitation shall apply on a calendar year by calendar year basis and no unused portion of this limitation may be used in subsequent calendar years.

(b) No participant shall be entitled to purchase more than the Maximum Share Amount (as defined below) on any single Purchase Date. Prior to the commencement of any Offering Period or prior to such time period as specified by the Administrator, the Administrator may, in its sole discretion, set a maximum number of shares which may be purchased by any employee at any single Purchase Date (hereinafter the “Maximum Share Amount”) and unless otherwise specified by the Administrator, the Maximum Share Amount shall be 20,000 shares. If a new Maximum Share Amount is set, then all participants must be notified of such Maximum Share Amount prior to the commencement of the next Offering Period. The Maximum Share Amount shall continue to apply with respect to all succeeding Purchase Dates and Offering Periods unless revised by the Administrator as set forth above. In addition, prior to the commencement of an Offering Period or prior to such time period as may be specified by the Administrator, the Administrator may, in its sole discretion, set a maximum number of shares which may be purchased by all participants on any single Purchase Date (hereinafter the “Aggregate Purchase Date Amount”).

(c) If the number of shares to be purchased on a Purchase Date by all employees participating in this Plan exceeds the number of shares then available for issuance under this Plan (or if applicable, the Aggregate Purchase Date Amount), then the Company shall make a pro rata allocation of the remaining shares in as uniform a manner as shall be reasonably practicable and as the Administrator shall determine to be equitable. In such event, the Company shall give written notice of such reduction of the number of shares to be purchased under a participant’s Purchase Right to each participant affected.

(d) Any payroll deductions accumulated in a participant’s account which are not used to purchase stock due to the limitations in this Section 11 shall be returned to the participant as soon as practicable after the end of the applicable Purchase Period, without interest.

12.

Withdrawal

(a) Each participant may withdraw from an Offering Period under this Plan by signing and delivering to the Company a written notice to that effect on a form provided for such purpose. Such withdrawal may be elected at any time prior to the end of an Offering Period, or such other time period as specified by the Administrator.

(b) Upon withdrawal from this Plan, the accumulated payroll deductions shall be returned to the withdrawn participant, without interest, and his or her interest in this Plan shall terminate. In the event a participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he or she may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by filing a new authorization for payroll deductions in the same manner as set forth in Section 7 for initial participation in this Plan.

13.

Termination of Employment

Termination of a participant’s employment for any reason, including retirement, death or the failure of a participant to remain an eligible employee of the Company or of a Subsidiary, shall immediately terminate his or her participation in this Plan. In such event, the payroll deductions credited to the participant’s account shall be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest. For purposes of this Section 13, an employee shall not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Subsidiary in the case of sick leave, military leave, or any other leave of absence approved by the Administrator; provided, however, that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. The Administrator will have sole discretion to determine whether a participant has terminated employment and the effective date on which the participant terminated employment.

14.

Return of Payroll Deductions

In the event a participant’s interest in this Plan is terminated by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Administrator, the Company shall deliver to the participant all payroll deductions credited to such participant’s account. No interest shall accrue on the payroll deductions of a participant in this Plan.

15.

Capital Changes

Subject to any required action by the stockholders of the Company, the number and type of Shares covered by each Purchase Right under this Plan which has not yet been exercised and the number and type of Shares which have been authorized for issuance under this Plan but have not yet been placed under a Purchase Right (collectively, the “Reserves”), the Maximum Share Amount and, if applicable, any Aggregate Purchase Date Amount, as well as the price per Share covered by each Purchase Right under this Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares of the Company resulting from a stock split or the payment of a stock dividend (but only on the Shares), any other increase or decrease in the number of issued and outstanding Shares effected without receipt of any consideration by the Company or other change in the corporate structure or capitalization affecting the Shares; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to a Purchase Right.

In the event of the proposed dissolution or liquidation of the Company, the Offering Period shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Administrator The Administrator may, in the exercise of its sole discretion in such instances, declare that this Plan shall terminate as of a date fixed by the Administrator and give each participant the right to purchase shares under this Plan prior to such termination. In the event of (a) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Purchase Rights under this Plan are assumed, converted or replaced by the successor corporation, which assumption shall be final, binding and conclusive on all participants), (b) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (c) the sale of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company or similar transaction, then (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights granted under this Plan or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the participants’ accumulated Plan contributions will be used to purchase Shares (rounded down to the nearest whole share) under the outstanding Purchase Rights within ten business days (or such other period specified by the Administrator) prior to the transaction, and the Purchase Rights will terminate immediately after such purchase.

The Administrator may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per Share covered by each outstanding Purchase Right, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Shares, or in the event of the Company being consolidated with or merged into any other corporation.

16.

Non-assignability

Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of a Purchase Right or to receive shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by the laws of descent and distribution or as provided in Section 22) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect.

17.

Reports

Individual accounts shall be maintained for each participant in this Plan. Each participant shall receive, at least annually, a report of his or her account setting forth the total payroll deductions accumulated, the number of shares purchased, the per share price thereof and the remaining cash balance, if any, carried forward to the next Purchase Period or Offering Period, as the case may be.

18.

No Rights to Continued Employment

Neither this Plan nor the grant of any Purchase Right hereunder shall confer any right on any employee to remain in the employ of the Company or any Subsidiary or restrict the right of the Company or any Subsidiary to terminate such employee’s employment.

19.

Equal Rights and Privileges; Rules for Foreign Jurisdictions

All eligible employees shall have equal rights and privileges with respect to this Plan. Notwithstanding the foregoing, the Company may adopt (a) rules or procedures relating to the operation and administration of this Plan to accommodate the specific requirements of local laws and procedures, including, without limitation, rules and procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements, or (b) sub-plans applicable to particular Subsidiaries or locations, and the rules of such sub-plans may take precedence over other provisions of this Plan with respect to such foreign participants, but unless otherwise superseded by the specific terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

20.

Notices

All notices or other communications by a participant to the Company under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

21.

Term; Stockholder Approval

This Plan has been approved by the stockholders of the Company in the annual general meeting dated October 28, 2020.

22.

Designation of Beneficiary

(a) The Company may, but is not obligated to, permit a participant to submit a form designating a beneficiary who will receive any Shares and/or contributions from the participant’s account under this Plan if the participant dies before such shares and/or contributions are delivered to the participant. The Company may, but is not obligated to, permit the participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company.

(b) If a participant dies and has no valid beneficiary designation, the Company will deliver any Shares and/or contributions to the executor or administrator of the estate of the participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion and to the extent permitted by applicable law, may deliver such Shares and/or contributions, without interest, to the participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

23.

Conditions Upon Issuance of Shares; Limitation on Sale of Shares.

Shares shall not be issued with respect to a Purchase Right unless the exercise of such Purchase Right and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed, and shall be further subject to the approval of counsel and compliance officer for the Company with respect to such compliance.

24.

Applicable Law. Dispute Resolution

This Plan shall be governed and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Any action, proceeding, or claim arising out of or relating in any way to this Plan shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York.

25.

Amendment or Termination

The Administrator may at any time amend, terminate or extend the term of this Plan, except that any such termination cannot affect Purchase Rights previously granted under this Plan, nor may any amendment make any change in a Purchase Right previously granted which would adversely affect the right of a participant without the consent of such participant, nor may any amendment be made without approval of the stockholders of the Company.

Notwithstanding the foregoing, in the event that the Administrator determines that the ongoing operation of this Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate this Plan to reduce or eliminate such accounting consequence.

Exhibit 99.2

BIOCERES CROP SOLUTIONS CORP.

EQUITY COMPENSATION PLAN

The Bioceres Crop Solutions Corp. Equity Compensation Plan (the “Plan”) was approved by the annual shareholders’ meeting, dated October 31, 2019 (the “Effective Date”), to provide long-term incentive compensation to the executive directors of the Board of Directors and certain key management members of Bioceres Crop Solutions Corp. (the “Company”) and its Affiliates who are in a position to influence the performance of the Company, and thereby enhance shareholder value over time.

The Plan provides a significant additional financial opportunity and complements other parts of the Company’s total compensation program for executive directors of the Board of Directors and key management members of the Company and its Affiliates.

DEFINITIONS

Administrator: means the Board of Directors of the Company.

Affiliate: means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Act. The Board of Directors will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

Award: means each of the Bonus in Cash, Bonus in Kind and Performance Bonus as provided in the Plan.

Beneficiary: means each of the Chief Executive Officer (the “CEO”), Chief Financial Officer (the “CFO”) and Chief Technology Officer (“CTO”) of the Company, and the Chief Operating Officer, Sales Director, Marketing Director and Managing Director of Rizobacter Argentina S.A. (an Affiliate of the Company).

Board of Directors: means the board of directors of the Company.

Company: means Bioceres Crop Solutions Corp.

Exchange Act or Act: means the United States Securities Exchange Act of 1934, as amended.

Grant Date: means the date of the decision of the Board of Directors to grant the Awards.

Period: means each fiscal year, which currently ends on June 30.

Shares: means ordinary shares of a par value of US$0.0001 of the Company.

Plan: means this Equity Compensation Plan.

NUMBER OF SHARES

The total number of Shares initially reserved and available for issuance pursuant to the Plan shall be 1,503,364, subject to adjustments effected to adjust for any increase or decrease in the number of issued and outstanding Shares resulting from a stock split or the payment of a stock dividend (but only on the Shares), any other increase or decrease in the number of issued and outstanding Shares effected without receipt of any consideration by the Company or other change in the corporate structure or capitalization affecting the Shares.

PERFORMANCE MEASURES

Each Period, the Board of Directors will define the financial and operational measures upon approval of the annual budget. The Awards will be granted upon the Company’s meeting such financial and operational measures.

TARGET AWARDS

The Awards shall consist of:

Bonus in Cash is an annual cash incentive Award to each of the Chief Operating Officer, Sales Director, Marketing Director and Managing Director of Rizobacter Argentina S.A. of up to an amount that is five (5) times the Beneficiary’s monthly salary, which can be increased by $30,000 in value if the Beneficiary decides to receive the Award in Shares.

Bonus in Kind is an annual in-kind incentive Award to each of the CEO, CFO and CTO of the Company in Shares to tie a portion of their compensation to financial and operational objectives. The number of Shares that may be awarded to the CEO, CFO and CTO will be for an equivalent of up to $315,000, $165,000, and $100,000, respectively. Each year the Board of Directors will define the objectives upon approval of the annual budget.

Performance Bonus is an in-kind incentive Award to the CEO, CFO, executive directors and rest of the management team of the Company based on the Company’s meeting certain Share price targets in a three-year period. If a 20-day VWAP exceeds $10.5 per Share with a minimum of $30 million of trading volume for the accounted 20-day period, then 100% of the Award would be granted. If the 20-day VWAP is twice the target price, then 200% of the Award may be granted. The CEO will be eligible for up to 200,000 Shares, the CFO for up to 150,000 Shares, and the executive directors for up to 90,000 Shares, and the rest of the management team (as elected by the Board of Directors) for up to 90,000 Shares.

VESTING

Provided that the financial and operational objectives have been achieved for each Period as determined by the Board of Directors: (i) 50% of each of the Bonus in Kind and Bonus in Cash will vest immediately on the day immediately following the approval of the annual financial statements by the shareholders at the Company’s annual general meeting (the “First Vesting”), and (ii) the remaining 50% will vest on June 30 of the following year (the “Second Vesting”). The Performance Bonus shall vest immediately after the underlying market performance is achieved.

DELIVERY OF SECURITIES

At each of the First Vesting, the Second Vesting and the vesting of the Performance Bonus, the Company will transfer to each Beneficiary, as soon as practicable, the number of Shares granted as determined by each Award; provided, however, that if a Beneficiary is no longer with the Company due to death or retirement, and the financial and operational objectives have been achieved as determined by the Board of Directors for the applicable Award, the Shares of the Second Vesting will be delivered at such vesting to the Beneficiary or the Beneficiary’s heirs or legatees, whether by means of a will or pursuant to applicable inheritance laws, as the case maybe.

TERMINATION OF EMPLOYMENT

If a Beneficiary’s employment or office terminates prior to the end of a Period for any reason (whether voluntary or involuntary), the Beneficiary will forfeit all rights to compensation under the Plan for such Period, unless the Administrator determines otherwise.

PLAN ADMINISTRATION

The Plan will be administered by the Administrator. In administering the Plan, the Administrator shall be empowered to interpret the provisions of the Plan and to perform and exercise all of the duties and powers granted to it under the terms of the Plan by action of a majority of its members in office from time to time. The Board is empowered to set pre-established performance targets and measure the results. The Administrator may also adopt such rules and regulations for the administration of the Plan as are consistent with the terms hereof and shall keep adequate records of its proceedings and acts. All interpretations and decisions made (both as to law and fact) and other action taken by the Board with respect to the Plan shall be conclusive and binding upon all parties having or claiming to have an interest under the Plan. The Administrator shall have the discretion to decide any factual or interpretative issues that may arise in connection with its administration of the Plan (including without limitation any determination as to claims for benefits hereunder), and the Administrator’s exercise of such discretion shall be conclusive and binding on all affected parties as long as it is not arbitrary or capricious.

TAXES

Any economic benefit in connection with the Awards may be subject to taxes under applicable law and regulations, including social security and income taxes; each Beneficiary will be solely responsible and liable for any such taxes.

LIABILITY OF THE COMPANY

Neither the Company nor its Affiliates will be liable under any circumstance if, for any reason not attributable to the Company or its Affiliates, a Beneficiary is unable to receive his or her vested Shares.

Under no circumstances shall the Company, its Affiliates, the Administrator or the Board incur liability for any indirect, incidental, consequential, or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Company’s, its Affiliates’, the Administrator’s or the Board’s roles in connection with the Plan.

MISCELLANEOUS

(i) Amendment and Termination. The Administrator may amend, modify, or terminate the Plan at any time; provided, however, that no amendment, modification or termination of the Plan may reduce an Award that has been granted to a Beneficiary under the Plan prior to the date of such amendment, modification or termination.

(ii) Beneficiary’s Rights. A Beneficiary’s rights and interests under the Plan may not be assigned or transferred. To the extent the Beneficiary acquires a right to receive Shares from the Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Nothing contained herein shall be deemed to create a trust of any kind or any fiduciary relationship between the Company and the Beneficiary. Designation as a Beneficiary in the Plan for a Period shall not entitle or be deemed to entitle the Beneficiary to be designated as a Beneficiary for any subsequent Periods or to continued employment or office with the Company.

(iii) Insider Trading. All Beneficiaries must, under their sole, full and entire responsibility, comply with any applicable regulations on insider trading and insider dealing, and comply with the prevention mechanisms implemented by the Company.

All persons are required to refrain from buying and selling the shares of a listed company, or from transmitting information with the same intent, when they are in possession of “material nonpublic information”, meaning information not generally disseminated to the public that a reasonable investor would likely consider important in making an investment decision (i.e., to buy, sell, or hold securities). Persons who break this rule may be liable for legal and financial sanctions. This rule applies to Beneficiaries who receive Shares under this Plan.

The Board of Directors wishes to point out to each Beneficiary expressly the regulations in force concerning persons in possession of “material nonpublic information” information.

(iv) Applicable Law and Dispute Resolutions. This Plan shall be governed and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Any action, proceeding, or claim arising out of or relating in any way to this Plan shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York.

Exhibit 99.3

BIOCERES CROP SOLUTIONS CORP.

EMPLOYEE STOCK OPTION PLAN

The Bioceres Crop Solutions Corp. Employee Stock Option Plan (this “Plan”) was approved by the annual shareholders’ meeting, dated October 28, 2020 (the “Effective Date”) to provide an incentive to eligible employees of Bioceres Crop Solutions Corp. (the “Company”) and its Subsidiaries, who are in a position to influence the performance of the Company and thereby enhance shareholder value over time.

Establishment of the Plan

The Company proposes to grant option rights to purchase ordinary shares of a par value of US$0.0001 of the Company (the “Shares”) to eligible employees of the Company and its Subsidiaries pursuant to this Plan (“Option Rights” or “Options”). Under this Plan, “Subsidiary” means an entity that is wholly, or majority owned or controlled, directly or indirectly, by the Company.

Number of Shares

The total number of Shares initially reserved and available for issuance pursuant to this Plan shall be 100,000, subject to adjustments effected in accordance with this Plan. Should any Option expire or become un-exercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall, unless this Plan shall have been terminated, become available for future grant under this Plan.

Purpose

The purpose of this Plan is to provide eligible employees of the Company and its Subsidiaries with a convenient means of acquiring an equity interest in the Company through the grant of the Options, to enhance such employees’ sense of participation in the affairs of the Company and its Subsidiaries, and to provide an incentive for continued employment.

For the purposes of this Plan, “employee” shall mean any individual who is an employee of the Company or a Subsidiary. Whether an individual qualifies as an employee shall be determined by the Board of the Company (the “Administrator”) in its sole discretion. For purposes of an individual’s participation in or other rights, if any, under this Plan as of the time of the determination by the Administrator whether an individual is an employee, all such determinations by the Administrator shall be final, binding, and conclusive as to such rights. Unless the Administrator makes a contrary determination, the employees of the Company shall, for all purposes of this Plan, be those individuals who are carried as employees of the Company or its Subsidiaries for regular payroll purposes. Any inquiries regarding eligibility to participate in this Plan shall be directed to the Administrator, whose decision shall be final.

ADMINISTRATION OF THE PLAN

This Plan shall be administered by the Administrator.

The Administrator will have the power, subject to, and within the limitations of, the express provisions of this Plan: (a) to construe and interpret this Plan and rights granted hereunder, and to establish, amend and revoke rules and regulations for its administration, (c) to settle all controversies regarding this Plan and Options granted under this Plan, (d) to amend or terminate this Plan at any time as provided in Section 13, and (e) to adopt such rules, procedures and sub-plans relating to the operation and administration of this Plan as are necessary or appropriate under applicable local laws, regulations and procedures to permit or facilitate participation in this Plan by all eligible employees.

Eligibility

Any employee that is a member of the management team reporting directly to the executive officers of the Company or its Subsidiaries is eligible to participate in this Plan as determined by the Administrator. Any employee granted an Option under this Plan shall be referred to as “Optionee” or “Beneficiary”.

Neither this Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee's employment or his term of office with the Company or any Subsidiary of the Company, nor shall they interfere in any way with the Optionee's right or the Company's or Subsidiaries’ right, as the case may be, to terminate such employment or such term of office at any time, with or without cause.

TERM OF PLAN

The Plan shall be effective, and Options may be granted as of October 28, 2020, the date of the Plan's approval by the shareholders of the Company. It shall continue in effect until the date of termination of the last Option in force, unless terminated earlier under this Plan.

TERM OF OPTION

The term of each Option shall be stated in the Option Grant Notice but shall not be more than ten (10) years from the date of approval by the annual shareholders’ meeting, dated October 28, 2020.

OPTIONS EXERCISE PRICE AND CONSIDERATION

8.1

Exercise Price

The per Share subscription or purchase price for the Shares to be issued or sold pursuant to exercise of an Option shall be US$5.55 per Share (the “Exercise Price”).

8.2

Waiting Period and Exercise Dates

At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period with the Company or a Subsidiary of the Company.

8.3

Vesting Schedule

The Options shall vest for a period of up to three (3) years from the Date of Grant, with 1/3 vesting every 12 months provided that the Optionee remains an eligible employee of the Company or any of its Subsidiaries. The first third thereof will vest on September 18, 2021.

8.4

Form of Consideration

Subject to the provisions of this Plan and when the Notice of Exercise is received duly executed by the Beneficiary, the Shares subject to Option shall be exercised on a “cashless basis”, that is, by the issuance of the Shares of the Company equivalent to the difference between the Exercise Price and the “Fair Market Value” for each Share subject to Option. Solely for purposes of this Section, the “Fair Market Value” shall mean the volume weighted average price (“VWAP”) of the Shares during a twenty-day period to the date of exercise of the Option.

EXERCISE OF OPTION

9.1

Procedure for Exercise; Rights as a Shareholder

Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) a Notice of Exercise (in accordance with the provisions of the Option Agreement) duly executed by the Beneficiary, and (ii) full payment for the Shares with respect to which the Option is exercised (as applicable, and t the extent the Option is not exercised on a “cashless basis”). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued or sold upon exercise of an Option shall be sold to or issued in the name of the Optionee.

Where the exercise of an Option would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due to the exercise of the Option to be borne by the Company.

Upon exercise of an Option, the Shares issued or sold to the Optionee shall be assimilated with all other Shares of the Company and shall be entitled to dividends paid on such shares as from the exercise of the Option.

In the event that a Beneficiary infringes any commitment set forth in this Plan, such Beneficiary shall be liable for any consequences resulting from such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement.

Granting of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available for purposes of this Plan, by the number of Shares subject to the Option.

9.2

Termination of the Optionee's Continuous Status as Beneficiary

For the purposes of this Section 9.2:

“Continuous Status as Beneficiary” means as regards an employee, that the employment relationship between the Beneficiary and the Company and/or its Subsidiaries has not been terminated.

Upon termination of the Beneficiary’s Continuous Status as a Beneficiary, the Beneficiary may exercise his or her Option only for the vested part of the Option. The Option shall remain exercisable for the term of such Option as set forth in the Agreement.

In the event of the death of the Beneficiary during the term of the Option, the Beneficiary’s heirs, or legatees, whether by means of a will or pursuant to applicable inheritance laws, may exercise the Option, provided that the other conditions set out in this Agreement and applicable law are met.

The Option may not be exercised in the aggregate for more than the number of Shares for which the Option is exercisable on the date of the Beneficiary’s cessation of Continuous Status as a Beneficiary. The Option shall not become exercisable for any additional Shares under the Option following the Beneficiary’s cessation of Continuous Status as a Beneficiary, except to the extent (if any) specifically authorized by the Administrator in its sole discretion pursuant to an express written agreement with the Beneficiary. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the Option shall terminate and cease to be outstanding.

Any Option which is left unexercised by reason of termination of the Beneficiary’s Continuous Status shall revert to this Plan.

10.

NON-TRANSFERABILITY OF OPTIONS

An Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

11.

CHANGE OF CONTROL

Notwithstanding any other provisions of this Plan to the contrary, in the event of a Change of Control of the Company, the unvested portion of the Option shall become fully vested. For purposes of this section, the following terms shall have the meanings ascribed to them below.

“Affiliate” means, with respect to any specified person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

“Change of Control” means: (i) a sale of all or substantially all of the assets of the Company; (ii) the acquisition of more than 50% of the voting power of the outstanding securities of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, reorganization, merger or consolidation) unless the Company’s stockholders of record as constituted immediately prior to such acquisition (or any of its Affiliates) will, immediately after such acquisition (by virtue of their continuing to hold such stock and/or their receipt in exchange therefor of securities issued as consideration for the Company’s outstanding stock) hold at least 50% of the voting power of the surviving or acquiring entity or the power to direct or cause the direction of the affairs or management of the Company, whether through the ownership of voting securities, as trustee, appointment of the Board of Directors, personal representative or executor, by contract, credit arrangement or otherwise; or (iii) any reorganization, merger or consolidation in which the Company is not the surviving entity.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative, or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

12.

GRANT

12.1        The Date of Grant of an Option shall be, for all purposes, the date on which the Administrator decides to grant such Option. The Option Grant Notice shall be provided to each Optionee within a reasonable time after the Date of Grant.

12.2        Except as provided by law, in the event of any tax liability arising on account of the grant of the Options, the liability to pay such taxes shall be that of the Beneficiary alone. The Company’s obligation to deliver Shares upon the exercise of any Options granted under the Plan shall be subject to the satisfaction of all applicable income, employment, and other tax withholding requirements.

The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the Date of Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary.

13.

AMENDMENT AND TERMINATION OF THE PLAN

The Administrator may at any time amend, terminate, or extend the term of this Plan, except that any such termination cannot affect the Options previously granted under this Plan, nor may any amendment make any change in an Option previously granted which would adversely affect the right of an optionee without the consent of such optionee, nor may any amendment be made without approval of the stockholders of the Company.

14.

CONDITIONS UPON ISSUANCE OF SHARES

Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed, and shall be further subject to the approval of counsel and compliance officer for the Company with respect to such compliance.

15.

LIABILITY OF COMPANY

The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by any counsel to the Company to be necessary to the lawful issuance or sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

16.

LAW, JURISDICTION AND LANGUAGE

The grant of Options under this Plan shall entitle the Company to require the Beneficiary to comply with such requirements of law as may be necessary in the Options of the Company from time to time.

EXHIBITS

OPTION GRANT NOTICE

OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

OPTION GRANT NOTICE

(EMPLOYEE STOCK OPTION PLAN)

Bioceres Crop Solutions Corp. (the "Company"), pursuant to its Employee Stock Option Plan (the "Plan"), hereby grants to the beneficiary as set forth below (the “Beneficiary”) an option to purchase the number of ordinary shares of the Company set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

“Beneficiary”:	[●]

“Number of Shares Subject to Option”:	[●] ordinary shares par value US$ 0.0001 per share

“Option Exercise Price per each Share Subject to Option”:	US$5.55

“Date of Grant”:	[●], 2021

“Vesting Schedule”:	Pursuant to Appendix I
“Expiration Date”:	[●]

Additional Terms/Acknowledgements: The undersigned Beneficiary acknowledges receipt of, and understands and agrees to, this Option Grant Notice, the Option Agreement and the Plan. The Beneficiary acknowledges and agrees that this Option Grant Notice and the Option Agreement may not be modified, amended, or revised except in a writing signed by the Beneficiary and a duly authorized officer of the Company. The Beneficiary further acknowledges that as of the Date of Grant, this Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between the Beneficiary and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements, promises and/or representations on that subject.

Bioceres Crop Solutions Corp.		Beneficiary

By:		By:
	Signature		Signature

BIOCERES CROP SOLUTIONS CORP.

OPTION AGREEMENT

“Beneficiary”:	[●]

“Number of Shares Subject to Option”:	[●] ordinary shares par value US$ 0.0001 per share

“Option Exercise Price per each Share Subject to Option”:	US$5.55

“Date of Grant”:	[●], 2021

“Vesting Schedule”:	Pursuant to Appendix I
“Expiration Date”:	[●]

Under the terms and conditions of this Option Agreement (the “Option Agreement”) entered between Bioceres Crop Solutions Corp. (the “Company”) and the Beneficiary (as defined in the heading, together with the Company, the “Parties”), in his/her capacity as employee of [●] a subsidiary of the Company (the “Eligible Position”) and (ii) the Company’s Employee Stock Option Plan (the “Plan”), the Company provides the Beneficiary with an option to acquire Company’s ordinary shares par value US$ 0.0001 per share (the “Option”). The Beneficiary may acquire all or part of the Shares Subject to Option at the Exercise Price of the Option, in accordance with the Vesting Schedule (all capitalized terms as defined in the heading section), subject to the terms and conditions set forth in this Option Agreement and the Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

Option Right

Subject to the compliance with the conditions set forth in this Option Agreement, the Option may be exercised pursuant the Vesting Schedule of Appendix I. Under no circumstances will the Shares Subject to Option be acquired, accrued, earned, accumulated or otherwise be due to the Beneficiary, on a date other than as provided in the Vesting Schedule, it being understood that no Shares Subject to Option shall be acquired, accrued, earned, or accumulated on a monthly, quarterly, biannual or annual basis, unless the terms and conditions are met. Moreover, the Option is granted pro-rata to time served.

Neither this Option Agreement nor any Option shall confer upon the Beneficiary any right with respect to continuing the Beneficiary’s employment or his term of office with the Company or any subsidiary of the Company, nor shall they interfere in any way with the Beneficiary’s right or the Company's or subsidiaries’ right, as the case may be, to terminate such employment or such term of office at any time, with or without cause.

Option Exercise

(a) Exercise Notice. To exercise the Option and provided the Beneficiary has complied with the conditions set out in this Option Agreement and the Plan, the Beneficiary shall send a notice to the Company’s Administrator (the “Committee”), in a form substantially similar to the form attached hereto as Appendix II (the “Notice of Exercise”) stating the exercise of the Option.

(b) Payment. Subject to the provisions of this Option Agreement and the Plan and when the Notice of Exercise is received duly executed by the Beneficiary, the Shares Subject to Option shall be exercised on a “cashless basis”, that is, by the issuance of the ordinary shares of the Company (“Ordinary Shares”) equivalent to the difference between the Option Exercise Price and the “Fair Market Value” for each Share Subject to Option. Solely for purposes of this Section 2(b), the “Fair Market Value” shall mean the volume weighted average price (“VWAP”) of the Ordinary Shares during a twenty-day period to the date of exercise.

(c) Taxes. The Beneficiary understands and accepts that if the exercise of the Option generates an economic benefit, this may be subject to applicable deductions under current legislation, including social security and income taxes, which will be in charge of the Beneficiary.

(e) Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Option Agreement, the Option will be exercisable until the Expiration Date.

(f) Termination of the Beneficiary’s Continuous Status as Beneficiary. In this Section, the Continuous Status as Beneficiary means as regards an employee, that the employment relationship between the Beneficiary and the Company or any of its Subsidiaries has not been terminated.

In the event of the death of the Beneficiary during the term of the Option, the Beneficiary’s heirs or legatees, whether by means of a will or pursuant to applicable inheritance laws, may exercise the Option, provided that the other conditions set out in this Agreement and applicable law are met.

Any Option which is left unexercised by reason of termination of the Beneficiary’s Continuous Status shall revert to the stock option plan.

(g) Accelerated Vesting upon a Change of Control. Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change of Control of the Company, the unvested portion of the Option shall become fully vested.

To the extent of this Agreement, the following capitalized terms shall have the meaning ascribed below.

3. Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4. Amendments. This Option Agreement may be amended by written consent of the Parties.

5. Non-Transferability of the Option. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by laws of descent or distribution and may be exercised, during the lifetime of the Beneficiary, only by the Beneficiary-

6. Applicable Law. The validity, interpretation, and performance of this Option Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties agree that any action, proceeding, or claim arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and each irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the parties may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the parties in any action, proceeding, or claim.

Notices

Any notice, statement, or demand authorized by this Option Agreement to be given or made shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed, until another address is filed in writing), as follows:

The Company:

Ocampo210bis, Rosario, Santa Fe, Argentina

Attention: [●]

E.mail: [●]

The Beneficiary

[●]

7. Counterparts. This Option Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, this Option Agreement has been duly executed by the parties hereto as of the day and year first below written.

[●]


By:
Name:
Title:
Date:

[●]



Title:
Date:

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
[●]	1/3
[●]	1/3
[●]	1/3

Appendix II

FORM OF NOTICE OF EXERCISE

[●]

Bioceres Crop Solutions Corp.

Attn.: Administrator

CC. CFO / Legal Department

Ref.: Notice of Exercise

Dear Sir/Madam,

I am pleased to notify Bioceres Crop Solutions Corp. (the “Company”) regarding the option to purchase ordinary shares of the Company (the “Option”) that was issued for my benefit under the Share Option Agreement dated [●] (the “Option Agreement”) and the Company’s Employee Stock Option Plan (the “Plan”) under the following terms and conditions as set forth in the Agreement:

“Beneficiary”:	[●]

“Number of Shares Subject to Option”:	[●]

“Option Exercise Price”:	[●]

“Date of Grant”:	[●]

“Vesting Date”:	[●]

This is sent in compliance with clause 2(a) of the Option Agreement, in order to notify the Company of my intent to exercise the Option for [●] Shares Subject to Option.

I hereby acknowledge and accept all terms and conditions in the Option Agreement and the Plan.

The terms indicated in capital letters not defined in this document shall have the meaning assigned to them by the Option Agreement and the Plan.

Sincerely,

BENEFICIARY

Name:

Beneficiary's Address:

Exhibit 99.4

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

“Beneficiary”:	Kyle P. Bransfield

“Number of Shares Subject to Option”:	100,000 ordinary shares par value US$ 0.0001 per share

“Option Exercise Price” per each Share Subject to Option:	US$ 4.55

“Date of Grant”:	April 14, 2019

“Vesting Schedule”:	Pursuant to Appendix I

“Expiration Date”:	October 31, 2029.

Under the terms and conditions of this Share Option Agreement (the “Agreement”) entered into between Bioceres Crop Solutions Corp. (the “Company”) and the Beneficiary (as defined in the heading, together with the Company, the “Parties”), in his capacity as member of the Board of Directors of the Company (the “Eligible Position”) under which the Company provides the Beneficiary with an option to acquire Company shares (the “Option”). The Beneficiary may acquire all or part of the Shares Subject to Option at the Exercise Price of the Option, in accordance with the Vesting Schedule (all capitalized terms as defined in the heading section), subject to the terms and conditions set forth in this Agreement.

1. Option Right

Subject to the compliance with the conditions set forth in this Agreement, the Option may be exercised pursuant the Vesting Schedule of Appendix I. Under no circumstances will the Shares Subject to Option be acquired, accrued, earned, accumulated or otherwise be due to the Beneficiary, on a date other than as provided in the Vesting Schedule, it being understood that no Shares Subject to Option shall be acquired, accrued, earned or accumulated on a monthly, quarterly, biannual or annual basis, unless the terms and conditions are met. Moreover, the Option is granted pro-rata to time served.

2. Option Exercise

(a) Exercise Notice. In order to exercise the Option, and provided the Beneficiary has complied with the conditions set out in this Agreement, the Beneficiary shall send a notice to the Company’s Compensation Committee (the “Committee”), in a form substantially similar to the form attached hereto as Appendix II (the “Exercise Notice”) stating the exercise of the Option.

(b) Payment. Subject to the provisions of this Agreement and when the Exercise Notice is received duly executed by the Beneficiary, the Shares Subject to Option shall be exercised on a “cashless basis”, that is, by the issuance of the ordinary shares of the Company (“Ordinary Shares”) equivalent to the difference between the Option Exercise Price and the “Fair Market Value” for each Share Subject to Option. Solely for purposes of this Section 2(b), the “Fair Market Value” shall mean the volume weighted average price (“VWAP”) of the Ordinary Shares during a twenty-day period to the date of exercise.

(c) Taxes. The Beneficiary understands and accepts that in the event that the exercise of the Option generates an economic benefit, this may be subject to applicable deductions under current legislation, including social security and income taxes, which will be in charge of the Beneficiary.

(e) Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Agreement, the Option will be exercisable until the Expiration Date.

(f) Expiry for Death of the Beneficiary. In the event that the Beneficiary leaves his Eligible Position due to his death, the Beneficiary’s heirs or legatees, whether by means of a will or pursuant to applicable inheritance laws, may exercise the Option on the Vesting Schedule, provided that the other conditions set out in this Agreement and applicable law are met.

3. Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4. Amendments. This Agreement may be amended by written consent of the Parties.

5. Applicable Law. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties agree that any action, proceeding, or claim arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and each irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the parties may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the parties in any action, proceeding, or claim.

6. Notices

Any notice, statement, or demand authorized by this Warrant Agreement to be given or made shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed, until another address is filed in writing), as follows:

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Kyle P. Bransfield
[ ]

7. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP SOLUTIONS CORP.

/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	CEO & Presidente
Date:	December 27, 2019

/s/Karl P. Bransfield
Karl P. Bransfield
Title:	CEO, Union Acquisition Corp II
Date:	12/24/2019

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
April 14, 2020	33,333
April 14, 2021	33,333
April 14, 2022	33,334

Appendix II

FORM OF NOTICE OF EXERCISE

[●]

BIOCERES CROP SOLUTIONS CORP.
Ocampo 210 bis, Rosario
Santa Fe
Attn.: Compensation Committee

CC. CFO / Legal Department

Ref.: Notice of Exercise

Dear Sir/Madam

I am pleased to notify Bioceres Crop Solutions Corp. (the “Company”) regarding the option to purchase shares of the Company (the “Option”) that was issued on my behalf under the Share Option Agreement dated November [●], 2019 (the “Agreement”) under the following terms and conditions as set forth in the Agreement:

“Beneficiary”:

“Number of Shares Subject to Option”:

“Option Exercise Price”
Per each Share Subject to Option:

“Date of Grant”:

“Vesting Date”:

This is sent in compliance with clause 2(a) of the Agreement, in order to notify the Company of my intent to exercise the Option for [●] Shares Subject to Option.

I hereby acknowledge and accept all terms and conditions in the Agreement

The terms indicated in capital letters not defined in this document shall have the meaning assigned to them by the Agreement, accordingly.

Sincerely,

BENEFICIARY

Name:

Beneficiary’s Address:

Exhibit 99.5

AMENDMENT TO

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

Kyle P. Bransfield, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”), having tis principal place of business at Ocampo 210bis, City of Rosario, Province of Santa Fe; and

WHEREAS

The Beneficiary entered into a Share Option Agreement (the “Agreement”) with the Company under which the Company granted the Beneficiary with an Option; and

The Parties agree to amend certain vesting conditions of the Shares Subject to Option as provided herein (the “Amendment”).

NOW, THEREFORE, the Parties agree as follows:

Option Right. The Parties agree to include in Section 1 of the Agreement the following second paragraph:

“Accelerated Vesting upon a Change of Control. Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change of Control of the Company, the unvested portion of the Option shall become fully vested”.

Certain Definitions. Unless otherwise defined in the Agreement and/or this Amendment, the following capitalized terms shall have the meaning ascribed to them in this Section 2.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Any other capitalized term used herein shall have the meaning ascribed to it under the Agreement.

Applicable Law. The validity, interpretation, and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Parties agree that any action, proceeding, or claim arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and each irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Parties hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the parties may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the parties in any action, proceeding, or claim.

Notices. Any notice, statement, or demand authorized by this Amendment to be given or made shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed, until another address is filed in writing), as follows:

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Kyle P. Bransfield
kyle.bransfield@biocerescrops.com

Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Amendment. Unless as amended and restated herein, the Parties ratify all the terms and conditions of the Agreement

Entire Agreement. This Amendment together with the Agreement (including all the schedules and exhibits thereto) and the agreements, certificates and other ancillary documents delivered pursuant to the Agreement and this Amendment constitutes the entire agreement among the Parties pertaining to the specific subject matter hereof and supersedes all prior agreements, correspondence, undertakings, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations, covenants or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein. No supplement, modification, waiver or termination of the Amendment or the Agreement shall be binding unless executed in writing by the Party to be bound thereby.

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP. SOLUTIONS CORP.

/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	President of the Board
Date:	January 13, 2020

/s/Kyle P Bransfield
By:	Kyle P Bransfield
Date:	January 13, 2020

Exhibit 99.6

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

“Beneficiary”:		Carlos Ivan Camargo de Colón

“Number of Shares Subject to Option”:		100,000 ordinary shares par value US$ 0.0001 per share

“Option Exercise Price” per each Share Subject to Option:		US$ 4.55

“Date of Grant”:		April 14, 2019

“Vesting Schedule”:		Pursuant to Appendix I

“Expiration Date”:		October 31, 2029.

Option Right

Option Exercise

(e) Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Agreement, the Option will be exercisable until the Expiration Date.

3.   Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4. Amendments. This Agreement may be amended by written consent of the Parties.

6. Notices

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Carlos Ivan Camargo de Colón
Rua Peixoto Gomide 1618
São Paulo, SP 01409-002
BRASIL

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP SOLUTIONS CORP.

/s/Federico Trucco
By:
Name: Federico Trucco
Title: President & CEO
Date: December 19, 2019




/s/Carlos Ivan Camargo de Colón
Carlos Ivan Camargo de Colón
Title: Board Member
Date: 29 November 2019

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP SOLUTIONS CORP.



/s/Federico Trucco
By:
Name:
Title:
Date:




/s/Carlos Ivan Camargo de Colón
Carlos Ivan Camargo de Colón
Title: Board Member
Date: 29 November 2019

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
April 14, 2020	33,333
April 14, 2021	33,333
April 14, 2022	33,334

Appendix II

FORM OF NOTICE OF EXERCISE

[●]

BIOCERES CROP SOLUTIONS CORP.
Ocampo 210 bis, Rosario
Santa Fe
Attn.: Compensation Committee

CC. CFO / Legal Department

Ref.: Notice of Exercise

Dear Sir/Madam

“Beneficiary”:

“Number of Shares Subject to Option”:

“Option Exercise Price”

Per each Share Subject to Option:

“Date of Grant”:

“Vesting Date”:

This is sent in compliance with clause 2(a) of the Agreement, in order to notify the Company of my intent to exercise the Option for [●] Shares Subject to Option.

I hereby acknowledge and accept all terms and conditions in the Agreement

The terms indicated in capital letters not defined in this document shall have the meaning assigned to them by the Agreement, accordingly.

Sincerely,

BENEFICIARY

Name:
Beneficiary’s Address:

Exhibit 99.7

AMENDMENT TO

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

Carlos Ivan Camargo de Colón, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”), having tis principal place of business at Ocampo 210bis, City of Rosario, Province of Santa Fe; and

WHEREAS

The Beneficiary entered into a Share Option Agreement (the “Agreement”) with the Company under which the Company granted the Beneficiary with an Option; and

The Parties agree to amend certain vesting conditions of the Shares Subject to Option as provided herein (the “Amendment”).

NOW, THEREFORE, the Parties agree as follows:

Option Right. The Parties agree to include in Section 1 of the Agreement the following second paragraph:

Certain Definitions. Unless otherwise defined in the Agreement and/or this Amendment, the following capitalized terms shall have the meaning ascribed to them in this Section 2.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Any other capitalized term used herein shall have the meaning ascribed to it under the Agreement.

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Carlos Ivan Camargo de Colón
Rua Peixoto Gomide 1618
São Paulo, SP 01409-002
Brazil

Amendment. Unless as amended and restated herein, the Parties ratify all the terms and conditions of the Agreement

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP. SOLUTIONS CORP.


/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	President & CEO
Date:	27 January, 2020

/s/Carlos Ivan Camargo de Colón
By:	Carlos Ivan Camargo de Colón
Date:	27 January 2020

Exhibit 99.8

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

“Beneficiary”:	Gloria Montaron Estrada

“Number of Shares Subject to Option”:	200,000 ordinary shares par value US$ 0.0001 per share

“Option Exercise Price” per each Share Subject to Option:	US$ 4,55

“Date of Grant”:	June 18, 2019

“Vesting Schedule”:	Pursuant to Appendix I

“Expiration Date”:	October 31, 2029.

1. Option Right

2. Option Exercise

(e) Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Agreement, the Option will be exercisable until the Expiration Date.

3. Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4. Amendments. This Agreement may be amended by written consent of the Parties.

6. Notices

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Gloria Montaron Estrada
Mayor Irusta 3281, Bella Vista,
1661, Buenos Aires,
Argentina

7.   Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP SOLUTIONS CORP.


/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	CEO & President
Date:	11.26.2019

/s/Gloria Montaron Estrada
Gloria Montaron Estrada
Title:	Executive Director
Date:	11.26.2019

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
June 18, 2020	66,666
June 18, 2021	66,666
June 18, 2022	66,668

Appendix II

FORM OF NOTICE OF EXERCISE

[●]

BIOCERES CROP SOLUTIONS CORP.
Ocampo 210 bis, Rosario
Santa Fe
Attn.: Compensation Committee

CC. CFO / Legal Department

Ref.: Notice of Exercise

Dear Sir/Madam

“Beneficiary”:

“Number of Shares Subject to Option”:

“Option Exercise Price”
Per each Share Subject to Option:

“Date of Grant”:

“Vesting Date”:

This is sent in compliance with clause 2(a) of the Agreement, in order to notify the Company of my intent to exercise the Option for [●] Shares Subject to Option.

I hereby acknowledge and accept all terms and conditions in the Agreement

The terms indicated in capital letters not defined in this document shall have the meaning assigned to them by the Agreement, accordingly.

Sincerely,

BENEFICIARY


Name:
Beneficiary’s Address:

Exhibit 99.9

AMENDMENT TO

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

Gloria Montarón Estrada, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”), having tis principal place of business at Ocampo 210bis, City of Rosario, Province of Santa Fe; and

WHEREAS

The Beneficiary entered into a Share Option Agreement (the “Agreement”) with the Company under which the Company granted the Beneficiary with an Option; and

The Parties agree to amend certain vesting conditions of the Shares Subject to Option as provided herein (the “Amendment”).

NOW, THEREFORE, the Parties agree as follows:

Option Right. The Parties agree to include in Section 1 of the Agreement the following second paragraph:

Certain Definitions. Unless otherwise defined in the Agreement and/or this Amendment, the following capitalized terms shall have the meaning ascribed to them in this Section 2.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Any other capitalized term used herein shall have the meaning ascribed to it under the Agreement.

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Gloria Montarón Estrada
Mayor Irusta 3281
Bella Vista
1661, Buenos Aires
Argentina

Amendment. Unless as amended and restated herein, the Parties ratify all the terms and conditions of the Agreement

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP. SOLUTIONS CORP.

/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	CEO & President
Date:	June 6, 2020

/s/Gloria Montarón Estrada
By:	Gloria Montarón Estrada
Date:	June 6, 2020

Exhibit 99.10

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

“Beneficiary”:	Ari Freisinger

“Number of Shares Subject to Option”:	100,000 ordinary shares par value US$ 0.0001 per share

“Option Exercise Price” per each Share Subject to Option:	US$ 4.55

“Date of Grant”:	April 14, 2019

“Vesting Schedule”:	Pursuant to Appendix I

“Expiration Date”:	October 31, 2029.

1. Option Right

2. Option Exercise

(e) Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Agreement, the Option will be exercisable until the Expiration Date.

3. Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4. Amendments. This Agreement may be amended by written consent of the Parties.

6. Notices

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Ari Freisinger
AFI

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP SOLUTIONS CORP.

/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	CEO & President of the Board of Directors
Date:	12/31/2019

/s/Ari Freisinger
Ari Freisinger
Title:	Board Member
Date:	12/31/2019

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
April 14, 2020	33,333
April 14, 2021	33,333
April 14, 2022	33,334

Appendix II

FORM OF NOTICE OF EXERCISE

[●]

BIOCERES CROP SOLUTIONS CORP.
Ocampo 210 bis, Rosario
Santa Fe
Attn.: Compensation Committee

CC. CFO / Legal Department

Ref.: Notice of Exercise

Dear Sir/Madam

“Beneficiary”:

“Number of Shares Subject to Option”:

“Option Exercise Price”
Per each Share Subject to Option:

“Date of Grant”:

“Vesting Date”:

This is sent in compliance with clause 2(a) of the Agreement, in order to notify the Company of my intent to exercise the Option for [●] Shares Subject to Option.

I hereby acknowledge and accept all terms and conditions in the Agreement

The terms indicated in capital letters not defined in this document shall have the meaning assigned to them by the Agreement, accordingly.

Sincerely,

BENEFICIARY

Name:

Beneficiary’s Address:

Exhibit 99.11

AMENDMENT TO

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

Ari Freisinger, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”), having tis principal place of business at Ocampo 210bis, City of Rosario, Province of Santa Fe; and

WHEREAS

The Beneficiary entered into a Share Option Agreement (the “Agreement”) with the Company under which the Company granted the Beneficiary with an Option; and

The Parties agree to amend certain vesting conditions of the Shares Subject to Option as provided herein (the “Amendment”).

NOW, THEREFORE, the Parties agree as follows:

Option Right. The Parties agree to include in Section 1 of the Agreement the following second paragraph:

Certain Definitions. Unless otherwise defined in the Agreement and/or this Amendment, the following capitalized terms shall have the meaning ascribed to them in this Section 2.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Any other capitalized term used herein shall have the meaning ascribed to it under the Agreement.

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Ari Freisinger
ari.freisinger@gmail.com

Amendment. Unless as amended and restated herein, the Parties ratify all the terms and conditions of the Agreement

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP. SOLUTIONS CORP.

/s/Federico Trucco

By:
Name:	Federico Trucco
Title:	President of the Board
Date:	January 13, 2020

/s/Ari Freisinger

By:	Ari Freisinger
Date:	1/10/20

Exhibit 99.12

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

“Beneficiary”:		Enrique Lopez Lecube

“Number of Shares Subject to Option”:		100,000 ordinary shares par value US$ 0.0001 per share

“Option Exercise Price” per each Share Subject to Option:		US$ 4.55

“Date of Grant”:		June 18, 2019

“Vesting Schedule”:		Pursuant to Appendix I

“Expiration Date”:		October 31, 2029.

1. Option Right

2. Option Exercise

(e) Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Agreement, the Option will be exercisable until the Expiration Date.

3. Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4. Amendments. This Agreement may be amended by written consent of the Parties.

6. Notices

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Enrique Lopez Lecube
enrique.lopezlecube@biocerescrops.com

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.


BIOCERES CROP SOLUTIONS CORP.



/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	President & CEO
Date:	12/31/2019




/s/Enrique Lopez Lecube
Enrique Lopez Lecube
Title:	Director
Date:	12/31/2019

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
June 18, 2020	33,333
June 18, 2021	33,333
June 18, 2022	33,334

Appendix II

FORM OF NOTICE OF EXERCISE

[●]

BIOCERES CROP SOLUTIONS CORP.
Ocampo 210 bis, Rosario
Santa Fe
Attn.: Compensation Committee

CC. CFO / Legal Department

Ref.: Notice of Exercise

Dear Sir/Madam

“Beneficiary”:

“Number of Shares Subject to Option”:

“Option Exercise Price”

Per each Share Subject to Option:

“Date of Grant”:

“Vesting Date”:

This is sent in compliance with clause 2(a) of the Agreement, in order to notify the Company of my intent to exercise the Option for [●] Shares Subject to Option.

I hereby acknowledge and accept all terms and conditions in the Agreement

The terms indicated in capital letters not defined in this document shall have the meaning assigned to them by the Agreement, accordingly.

Sincerely,

BENEFICIARY

Name:
Beneficiary’s Address:

Exhibit 99.13

AMENDMENT TO

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

Enrique Lopez Lecube, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”), having tis principal place of business at Ocampo 210bis, City of Rosario, Province of Santa Fe; and

WHEREAS

The Beneficiary entered into a Share Option Agreement (the “Agreement”) with the Company under which the Company granted the Beneficiary with an Option; and

The Parties agree to amend certain vesting conditions of the Shares Subject to Option as provided herein (the “Amendment”).

NOW, THEREFORE, the Parties agree as follows:

Option Right. The Parties agree to include in Section 1 of the Agreement the following second paragraph:

Certain Definitions. Unless otherwise defined in the Agreement and/or this Amendment, the following capitalized terms shall have the meaning ascribed to them in this Section 2.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Any other capitalized term used herein shall have the meaning ascribed to it under the Agreement.

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Enrique Lopez Lecube
Enrique.lopezlecube@biocerescrops.com

Amendment. Unless as amended and restated herein, the Parties ratify all the terms and conditions of the Agreement

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP. SOLUTIONS CORP.

/s/Federico Trucco
By:
Name: Federico Trucco
Title: President of the Board
Date: January 13, 2020


/s/Enrique Lopez Lecube
By: Enrique Lopez Lecube
Date: January 13, 2020

Exhibit 99.14

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

“Beneficiary”:	Federico Trucco
“Number of Shares Subject to Option”:	300,000 ordinary shares par value US$ 0.0001 per share
“Option Exercise Price” per each Share Subject to Option:	US$ 4.55
“Date of Grant”:	June 18, 2019
“Vesting Schedule”:	Pursuant to Appendix I
“Expiration Date”:	October 31, 2029.

1. Option Right

2. Option Exercise

(b)          Payment. Subject to the provisions of this Agreement and when the Exercise Notice is received duly executed by the Beneficiary, the Shares Subject to Option shall be exercised on a “cashless basis”, that is, by the issuance of the ordinary shares of the Company (“Ordinary Shares”) equivalent to the difference between the Option Exercise Price and the “Fair Market Value” for each Share Subject to Option. Solely for purposes of this Section 2(b), the “Fair Market Value” shall mean the volume weighted average price (“VWAP”) of the Ordinary Shares during a twenty-day period to the date of exercise.

(c)          Taxes. The Beneficiary understands and accepts that in the event that the exercise of the Option generates an economic benefit, this may be subject to applicable deductions under current legislation, including social security and income taxes, which will be in charge of the Beneficiary.

(e)          Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Agreement, the Option will be exercisable until the Expiration Date.

(f)           Expiry for Death of the Beneficiary. In the event that the Beneficiary leaves his Eligible Position due to his death, the Beneficiary’s heirs or legatees, whether by means of a will or pursuant to applicable inheritance laws, may exercise the Option on the Vesting Schedule, provided that the other conditions set out in this Agreement and applicable law are met.

3.           Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4.           Amendments. This Agreement may be amended by written consent of the Parties.

5.           Applicable Law. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties agree that any action, proceeding, or claim arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and each irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the parties may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the parties in any action, proceeding, or claim.

6.            Notices

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Federico Trucco
Ocampo 210 bis Predio CCT, Rosario 2000,
Argentina

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP SOLUTIONS CORP.

/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	President & CEO
Date:	December 6, 2019

/s/Carlos Federico Trucco
Carlos Federico Trucco
Title:	President - Beneficiary
Date:	December 6, 2019

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
June 18, 2020	100,000
June 18, 2021	100,000
June 18, 2022	100,000

Appendix II

FORM OF NOTICE OF EXERCISE

[●]

BIOCERES CROP SOLUTIONS CORP.
Ocampo 210 bis, Rosario
Santa Fe
Attn.: Compensation Committee

CC. CFO / Legal Department

Ref.: Notice of Exercise

Dear Sir/Madam

“Beneficiary”:

“Number of Shares Subject to Option”:

“Option Exercise Price”
Per each Share Subject to Option:

“Date of Grant”:

“Vesting Date”:

This is sent in compliance with clause 2(a) of the Agreement, in order to notify the Company of my intent to exercise the Option for [●] Shares Subject to Option.

I hereby acknowledge and accept all terms and conditions in the Agreement

The terms indicated in capital letters not defined in this document shall have the meaning assigned to them by the Agreement, accordingly.

Sincerely,

BENEFICIARY

Name:

Beneficiary’s Address:

Exhibit 99.15

AMENDMENT TO

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

Federico Trucco, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”), having tis principal place of business at Ocampo 210bis, City of Rosario, Province of Santa Fe; and

WHEREAS

The Beneficiary entered into a Share Option Agreement (the “Agreement”) with the Company under which the Company granted the Beneficiary with an Option; and

The Parties agree to amend certain vesting conditions of the Shares Subject to Option as provided herein (the “Amendment”).

NOW, THEREFORE, the Parties agree as follows:

Option Right. The Parties agree to include in Section 1 of the Agreement the following second paragraph:

Certain Definitions. Unless otherwise defined in the Agreement and/or this Amendment, the following capitalized terms shall have the meaning ascribed to them in this Section 2.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Any other capitalized term used herein shall have the meaning ascribed to it under the Agreement.

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Federico Trucco
Ocampo 210bis,
Rosario, 2000
Argentina

Amendment. Unless as amended and restated herein, the Parties ratify all the terms and conditions of the Agreement

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP. SOLUTIONS CORP.



/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	President of the Board
Date:	January 13, 2020



/s/Federico Trucco
By:	Federico Trucco
Date:	January 13, 2020

Exhibit 99.16

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

“Beneficiary”:		Jorge Wagner

“Number of Shares Subject to Option”:		100,000 ordinary shares par value US$ 0.0001 per share

“Option Exercise Price” per each Share Subject to Option:		US$ 4.55

“Date of Grant”:		June 18, 2019

“Vesting Schedule”:		Pursuant to Appendix I

“Expiration Date”:		October 31, 2029.

1. Option Right

2. Option Exercise

(c) Taxes. The Beneficiary understands add accepts that in the event that the exercise of the Option generates an economic benefit, this may be subject to applicable deductions under current legislation, including social security and income taxes, which will be in charge of the Beneficiary.

(e) Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Agreement, the Option will be exercisable until the Expiration Date.

3. Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4. Amendments. This Agreement may be amended by written consent of the Parties.

6. Notices

Any notice, statement, or demand authorized by this Warrant Agreement to be given or made shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid. addressed, until another address is filed in writing), as follows:

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Jorge Wagner
ID 20.991.624
Calle 52 N^o 860 Mercedes
Buenos Aires

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.


BIOCERES CROP SOLUTIONS CORP.



/s/Carlos Jorge Wagener
Carlos Jorge Wagener
Title: COO
Date: 11-27-2019



BIOCERES CROP SOLUTIONS CORP.



/s/Federico Trucco
Federico Trucco
President & CEO

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
June 18, 2020	33,333
June 18, 2021	33,333
June 18, 2022	33,334

Appendix II

FORM OF NOTICE OF EXERCISE

[●]

BIOCERES CROP SOLUTIONS CORP.
Ocampo 210 bis, Rosario
Santa Fe
Attn.: Compensation Committee

CC. CFO / Legal Department

Ref.: Notice of Exercise

Dear Sir/Madam

“Beneficiary”:

“Number of Shares Subject to Option”:

“Option Exercise Price”

Per each Share Subject to Option:

“Date of Grant”:

“Vesting Date”:

This is sent in compliance with clause 2(a) of the Agreement, in order to notify the Company of my intent to exercise the Option for [●] Shares Subject to Option.

I hereby acknowledge and accept all terms and conditions in the Agreement

The terms indicated in capital letters not defined in this document shall have the meaning assigned to them by the Agreement, accordingly.

Sincerely,

BENEFICIARY

Name: Jorge Wagner
Beneficiary’s Address: Calle 52 No 860 Mercedes Bs As

Exhibit 99.17

AMENDMENT TO

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

Jorge Wagner, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”), having tis principal place of business at Ocampo 2 Obis, City of Rosario, Province of Santa Fe; and

WHEREAS

The Beneficiary entered into a Share Option Agreement (the “Agreement”) with the Company under which the Company granted the Beneficiary with an Option; and

The Parties agree to amend certain vesting conditions of the Shares Subject to Option as provided herein (the “Amendment”).

NOW, THEREFORE, the Parties agree as follows:

Option Right. The Parties agree to include in Section 1 of the Agreement the following second paragraph:

Certain Definitions. Unless otherwise defined in the Agreement and/or this Amendment, the following capitalized terms shall have the meaning ascribed to them in this Section 2.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Any other capitalized term used herein shall have the meaning ascribed to it under the Agreement.

Applicable Law. The validity, interpretation, and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Parties agree that any action, proceeding, or claim arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and each irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Parties hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the parties may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth hereof Such mailing shall be deemed personal service and shall be legal and binding upon the parties in any action, proceeding, or claim.

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Jorge Wagner
Calle No. 52 860
Mercedes, Buenos Aires
Argentina

Amendment. Unless as amended and restated herein, the Parties ratify all the terms and conditions of the Agreement

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP. SOLUTIONS CORP.



/s/Federico Trucco
By:
Name: Federico Trucco
Title: President of the Board



/s/Jorge Wagner
By: Jorge Wagner
Date: 02/04/2020

Exhibit 99.18

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

“Beneficiary”:		Gerónimo Watson

“Number of Shares Subject to Option”:		100,000 ordinary shares par value US$ 0.0001 per share

“Option Exercise Price” per each Share Subject to Option:		US$ 4.55

“Date of Grant”:		June 18, 2019

“Vesting Schedule”:		Pursuant to Appendix I

“Expiration Date”:		October 31, 2029.

1. Option Right

2. Option Exercise

(e) Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Agreement, the Option will be exercisable until the Expiration Date.

3. Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4. Amendments. This Agreement may be amended by written consent of the Parties.

5. Applicable Law. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties agree that any action, proceeding, or claim arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and each irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the parties may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth hereof Such mailing shall be deemed personal service and shall be legal and binding upon the parties in any action, proceeding, or claim.

6. Notices

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Gerónimo Watson
Alvear 1128, Piso 4 A,
Rosario, 2000
Argentina

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP SOLUTIONS CORP.

/s/Federico Trucco
By:
Name: Federico Trucco
Title: CEO & Presidente
Date: 11/27/2019


/s/Gerónimo Watson
Gerónimo Watson
Title: CTO
Date: 11/27/2019

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
June 18, 2020	33,333
June 18, 2021	33,333
June 18, 2022	33,334

Exhibit 99.19

AMENDMENT TO

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

Gerónimo Watson, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”) having tis principal place of business at Ocampo 210bis, City of Rosario, Province of Santa Fe; and

WHEREAS

The Beneficiary entered into a Share Option Agreement (the “Agreement”) with the Company under which the Company granted the Beneficiary with an Option; and

The Parties agree to amend certain vesting conditions of the Shares Subject to Option as provided herein (the “Amendment”).

NOW, THEREFORE, the Parties agree as follows:

Option Right. The Parties agree to include in Section 1 of the Agreement the following second paragraph:

“ Accelerated Vesting upon a Change of Control. Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change of Control of the Company, the unvested portion of the Option shall become fully vested”.

Certain Definitions. Unless otherwise defined in the Agreement and/or this Amendment, the following capitalized terms shall have the meaning ascribed to them in this Section 2.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Any other capitalized term used herein shall have the meaning ascribed to it under the Agreement.

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Gerónimo Watson
Alvear 1128, piso 4°
Rosario, 2000
Argentina

Amendment. Unless as amended and restated herein, the Parties ratify all the terms and conditions of the Agreement

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP. SOLUTIONS CORP.


/s/Federico Trucco
By:
Name: Federico Trucco
Title: President of the Board
Date: January 13, 2020

/s/Gerónimo Watson
By: Gerónimo Watson
Date:

Exhibit 99.20

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

“Beneficiary”:	Natalia Zang

“Number of Shares Subject to Option”:	100,000 ordinary shares par value US$ 0.0001 per share

“Option Exercise Price” per each Share Subject to Option:	US$ 4.55

“Date of Grant”:	April 14, 2019

“Vesting Schedule”:	Pursuant to Appendix I

“Expiration Date”:	October 31, 2029.

1. Option Right

2. Option Exercise

(e) Options Not Exercised by the Vesting Date. Notwithstanding any other provisions of this Agreement, the Option will be exercisable until the Expiration Date.

3. Certain Restrictions. The Beneficiary shall be bound by the Insider Trading Policies of the Company in force from time to time, as applicable.

4. Amendments. This Agreement may be amended by written consent of the Parties.

6. Notices

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Natalia Zang
Lagasca 140 2do Ext. Izq.
28006, Madrid, España

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP SOLUTIONS CORP.


/s/Federico Trucco
By:
Name:	Federico Trucco
Title:	President & CEO
Date:	December 6, 2019

/s/Natalia Zang
Natalia Zang
Title: Board Member
Date: December 2, 2019

Appendix I

Vesting Schedule

Vesting Schedule	Shares Subject to Option
April 14, 2020	33,333
April 14, 2021	33,333
April 14, 2022	33,334

Appendix II

FORM OF NOTICE OF EXERCISE

[●]

BIOCERES CROP SOLUTIONS CORP.
Ocampo 210 bis, Rosario
Santa Fe
Attn.: Compensation Committee

CC. CFO / Legal Department

Ref.: Notice of Exercise

Dear Sir/Madam

“Beneficiary”:

“Number of Shares Subject to Option”:

“Option Exercise Price”
Per each Share Subject to Option:

“Date of Grant”:

“Vesting Date”:

This is sent in compliance with clause 2(a) of the Agreement, in order to notify the Company of my intent to exercise the Option for [●] Shares Subject to Option.

I hereby acknowledge and accept all terms and conditions in the Agreement

The terms indicated in capital letters not defined in this document shall have the meaning assigned to them by the Agreement, accordingly.

Sincerely,

BENEFICIARY

Name:

Beneficiary’s Address:

Exhibit 99.21

AMENDMENT TO

SHARE OPTION AGREEMENT

BIOCERES CROP SOLUTIONS CORP.

Natalia Zang, as the Beneficiary, and Bioceres Crop Solutions Corp. (the “Company” and jointly with the Beneficiary referred to as the “Parties”), having tis principal place of business at Ocampo 210bis, City of Rosario, Province of Santa Fe; and

WHEREAS

The Beneficiary entered into a Share Option Agreement (the “Agreement”) with the Company under which the Company granted the Beneficiary with an Option; and

The Parties agree to amend certain vesting conditions of the Shares Subject to Option as provided herein (the “Amendment”).

NOW, THEREFORE, the Parties agree as follows:

Option Right. The Parties agree to include in Section 1 of the Agreement the following second paragraph:

Certain Definitions. Unless otherwise defined in the Agreement and/or this Amendment, the following capitalized terms shall have the meaning ascribed to them in this Section 2.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Any other capitalized term used herein shall have the meaning ascribed to it under the Agreement.

Bioceres Crop Solutions Corp.
Ocampo 210bis,
Rosario, 2000
Argentina

Natalia Zang
Lagasca 140, 2do. Ext. Izq.
28006, Madrid
España

Amendment. Unless as amended and restated herein, the Parties ratify all the terms and conditions of the Agreement

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first below written.

BIOCERES CROP. SOLUTIONS CORP.



/s/Federico Trucco
By:
Name: Federico Trucco
Title: President of the Board
Date: January 13, 2020



/s/Natalia Zang
By: Natalia Zang
Date: January 15, 2020