Exhibit 99.2

Execution Version

Dated April 17, 2025

BUSINESS COMBINATION AGREEMENT

by and among

Moolec Science SA,

Bioceres Group Initial Shareholders named herein,

Bioceres Group Limited,

Nutrecon LLC,

Nordelis Ventures Corp,

Union Group Ventures Ltd, and

Gentle Technologies Corp.

Table of Contents

Exhibit A - Closing Allocation Template

Exhibit B - Term of Adherence

Exhibit C - Equity Incentive Plan

BUSINESS COMBINATION AGREEMENT, dated as of April 17, 2025, among:

Each of Moolec, Bioceres Group Initial Shareholders, Union Group, Nordelis, Bioceres Group, Gentle Tech and Nutrecon shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used herein without definition are defined in Section 1.1.

W I T N E S S E T H

Whereas:

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

The following terms, as used herein, have the following meanings:

“Accounts Receivable” means the amounts owed to the Contributed Entities, as applicable, as of the Closing Date for goods sold or services rendered prior to Closing, whether or not the Contributed Entities have submitted an invoice for such goods or services, or for goods to be sold or services to be provided after the Closing for which the Contributed Entities have submitted an invoice.

“Affiliate” of a Person means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person. “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“Affiliate Transaction” has the meaning given in Section 4.18.1.

“Agreement” means this Business Combination Agreement, including the Schedules and Exhibits.

“Assets” has the meaning given in Section 4.8.1.

“Balance Sheet” means the balance sheet contained in the Financial Statements.

“Balance Sheet Date” means June 30, 2024, for Bioceres Group and its Subsidiaries, June 30, 2024, for Gentle Tech and its Subsidiaries and December 31, 2023, for Nutrecon and its Subsidiaries.

“Bioceres Group” has the meaning given in the recitals to this Agreement.

“Bioceres Group Additional Ordinary Shares” means the 2,936,713 issued and outstanding ordinary shares of Bioceres Group held by the Bioceres Group Additional Shareholders.

“Bioceres Group Additional Shareholder” means each of the shareholders of Bioceres Group whose names are set out in Schedule 1.2 as they adhere hereto pursuant to Bioceres Group New Articles and in observance to Section 7.2.2.

“Bioceres Group Financial Statements” has the meaning given in Section 4.4.1.

“Bioceres Group Initial Ordinary Shares” means the 19,593,875 issued and outstanding ordinary shares of Bioceres Group held by the Bioceres Group Initial Shareholders.

“Bioceres Group Initial Shareholders” has the meaning given in the recitals to this Agreement.

“Bioceres Group New Articles” means the new articles of association of Bioceres Group adopted by a special resolution of certain Bioceres Group Shareholders at the General Meeting held on April 1, 2025.

“Bioceres Group Ordinary Shares” means 22,530,588 issued and outstanding ordinary shares of Bioceres Group, composed by the Bioceres Group Initial Ordinary Shares and the Bioceres Group Additional Ordinary Shares.

“Bioceres Group Original Shares” means the Bioceres Group Ordinary Shares and the Bioceres Group Preference Shares.

“Bioceres Group Preference Shares” means 50,000 redeemable preference shares of Bioceres Group being 25,000 redeemable preference shares held by Ms. Gloria Montaron Estrada and 25,000 redeemable preference shares held by Mr. Federico Trucco.

“Bioceres Group Promissory Note” means the promissory note executed between Bioceres and Moolec on January 1, 2025, as assigned to Theo, in the amount of U.S.$491,894,000, plus interests.

“Bioceres Group Shareholders” means (i) the Bioceres Group Initial Shareholders, and (ii) the Bioceres Group Additional Shareholders to the extent they adhere to this Agreement.

“Bioceres Group Shareholders Representatives” means Ms. Gloria Montaron Estrada and Mr. Federico Trucco, who (i) were severally appointed by the Bioceres Group Initial Shareholders, and (ii) shall be severally appointed by certain Bioceres Group Additional Shareholders to act on their behalf pursuant to Section 11.2.

“BIOX” means Bioceres Crop Solutions Corp.

“BIOX 20-F” means the form 20-F filed by BIOX with the SEC on October 30, 2024.

“BIOX 6-K” means the form 6-K filed by BIOX with the SEC on February 28, 2025.

“Business” means the business as conducted by the Contributed Entities, taken as a whole, immediately prior to the date of this Agreement.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York (United States), George Town (Cayman Islands), London (England) and Buenos Aires (Argentina) are authorized or required to close.

“Claims Against Holdback” has the meaning given in Section 10.3.

“Closing” has the meaning given in Section 2.3.1.

“Closing Allocation List” means certain list to be provided by the Bioceres Group Shareholders Representative, Nordelis and Union Group to Moolec for review and approval prior to the Closing Date in the form of Exhibit A.

“Closing Date” has the meaning given in Section 2.3.1.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of December 23, 2024, between Moolec and Bioceres Group.

“Consent” means any consent, approval, authorization, novation, waiver, permit, grant, variance, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person.

“Contract” means any contract, subcontract, agreement, arrangement, franchise, warranty, purchase order, note, mortgage, indenture, license, lease, sublease, plan, commitment or other instrument, obligation or understanding, whether written or oral of any kind or character.

“Contributed Entities” means Bioceres Group and its Subsidiaries, Nutrecon and its Subsidiaries and Gentle Tech and its Subsidiaries.

“Contributed Entities Benefit Plans” means any agreement, plan, program, fund, policy, contract, arrangement or understanding (either written or unwritten and whether or not legally binding) providing compensation, benefits, pension, retirement, profit sharing, stock bonus, stock option, stock purchase, stock ownership, stock appreciation right, phantom or stock equivalent, bonus, incentive, deferred compensation, hospitalization, medical, dental, vision, retirement, vacation, insurance, sick pay, disability, death benefit, severance, worker’s compensation, supplementary unemployment benefits, perquisites, or similar employee benefits, or any salary reduction agreement, change-of-control agreement, retention agreement, employment agreement or consulting agreement, for the benefit of any current or former employee, officer, director or independent contractor (who is an individual) of the Contributed Entities and the beneficiaries and dependents thereof, which is now or previously has been entered into, maintained or contributed to, as the case may be, or with respect to which any withdrawal liability (within the meaning of section 4201 of ERISA) has been incurred, by the Contributed Entities, or any ERISA Affiliate, or pursuant to which the Contributed Entities or ERISA Affiliates has or may have any Liability, including (i) any “employee benefit plan” (as defined in section 3(3) of ERISA), and (ii) any “multiemployer plan” (as defined in section 3(7) of ERISA).

“Contributed Entities Intellectual Property” has the meaning given in Section 4.9.2.

“Contributed Entities IP Agreements” has the meaning given in Section 4.9.7.

“Contributed Entities Labor Agreements” has the meaning given in Section 4.13.1.

“Contribution and Exchange” has the meaning given in the recitals to this Agreement.

“Current Options” has the meaning given in Section 5.3.1.

“Derivative Securities” means (i) shares of capital stock of or other equity interests, (ii) securities convertible into or exercisable or exchangeable for shares of capital stock of or other equity interests, (iii) options, warrants or stock appreciation, phantom stock, preemptive or other rights or agreements, commitments or understandings of any kind, including rights of first refusal or first offer, or other obligation to issue, transfer or sell any capital stock, of or other equity interests in or securities convertible into or exercisable or exchangeable for capital stock of or other equity interests, (iv) obligations measured by the price or value of any shares of capital stock of or other equity interests, (v) voting trusts, proxies, shareholder agreements or other similar Contracts, or (vi) Contracts restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other equity interests.

“Disabling Devices” means any computer software viruses, time bombs, logic bombs, Trojan horses, trap doors, back doors, ransomware, spyware, adware, scareware, or other computer instructions, intentional devices or techniques that are designed to threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, maliciously encumber, hack into, incapacitate, infiltrate, slow or shut down a computer system or any component of such computer system, including any such device affecting system security or compromising, disrupting access to, or disclosing data, files or other information.

“Drag Rights” means the drag along rights set out in the Bioceres Group New Articles.

“Dragged Bioceres Group Shareholder” means each shareholder in Bioceres Group whose shares will be transferred pursuant to the Drag Rights.

“Environmental Law” means any Law regulating or relating to the protection of human health and safety, natural resources or the environment, including Laws relating to contamination and the use, generation, management, handling, transport, treatment, disposal, storage, Release or threatened Release of Hazardous Substances.

“Environmental Permit” means any permit, lease, license or other Consent required pursuant to applicable Environmental Law.

“Equity Incentive Plans” has the meaning given in Section 7.2.3.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in section 414(b), (c), (m) or (o) of the Code or section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to section 4001(a)(14) of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Consideration” has the meaning given in Section 2.1.1(iv).

“Financial Statements” means Bioceres Group Financial Statements, Nutrecon Financial Statements and Gentle Tech Financial Statements.

“First Exchange Consideration” has the meaning given in Section 2.1.1.

“Gentle Tech” has the meaning given in the recitals to this Agreement.

“Gentle Tech Financial Statements” has the meaning given in Section 4.4.3.

“Governmental Approval” means any Consent of, with or to any Governmental Authority.

“Governmental Authority” means any international, supranational or national government, any state, provincial, local or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the United States or a foreign nation or jurisdiction, any State of the United States or any political subdivision of any thereof, any court, tribunal or arbitration panel, or any self-regulatory organization.

“Hazardous Substances” means any substance, chemical, waste, material, pollutant or contaminant that: (i) is or contains asbestos, urea formaldehyde insulation, polychlorinated biphenyls, petroleum or petroleum products, or constituents thereof, radon gas, microbiological contamination or related materials; (ii) requires Remedial Action pursuant to any Environmental Law; (iii) is defined, listed or identified as a “hazardous waste,” “hazardous substance,” “toxic substance” or words of similar import thereunder; or (iv) is regulated under any Environmental Law.

“Holdback Amount” means 10% of the amount of the Exchange Consideration.

“Holdback Provision” the meaning given in Section 10.2.1.

“Indebtedness” means, with respect to any Person, all (i) obligations of such Person for borrowed money, whether current or funded, secured or unsecured, or with respect to deposits or advances of any kind; (ii) obligations of such Person evidenced by bonds, debentures, notes or similar instruments and all liabilities in respect of mandatorily redeemable capital stock or securities convertible into capital stock; (iii) obligations of such Person upon which interest charges are customarily paid (other than trade payables incurred in the Ordinary Course of Business); (iv) obligations of such Person under conditional sale or other title retention agreements relating to any property purchased by such Person; (v) obligations of such Person issued or assumed as the deferred purchase price of assets, property or services; (vi) lease obligations of such Person capitalized on the books and records of such Person; (vii) obligations of others secured by a Lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; (viii) obligations of such Person under interest rate, currency or commodity derivatives or hedging transactions; (ix) letters of credit or performance bonds issued for the account of such Person and (x) guarantees and support and keep well arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person, in each case, including the outstanding principal amount of such Indebtedness, together with all interest accrued thereon and all costs and charges associated therewith.

“Intellectual Property” shall mean any and all intellectual property rights of any kind or nature throughout the world, including: (a) all issued or pending U.S. and foreign patents and utility models, patent applications, including any extensions, reexaminations and reissues, divisionals, continuations and continuations-in-part, statutory invention registrations, registered designs or similar rights anywhere in the world in inventions and designs and discoveries, including invention disclosures (“Patents”); (b) trademarks, service marks, trade dress, trade names, slogans, logos and corporate names and similar indicia of origin and all registrations and applications for registration thereof and all goodwill connected with the use of and symbolized by any of the foregoing (“Trademarks”); (c) World Wide Web addresses, domain names, social media identifiers (such as X (formerly known as Twitter®), Threads® or Instagram® handles) and applications and registrations thereof (“Internet Properties”); (d) all copyrights, copyrights registrations and applications therefor and any equivalent rights in copyrightable works and works of authorship (“Copyrights”); (e) rights in Software, databases and data collections; and (f) trade secrets, confidential, proprietary and technical information, methods, processes, algorithms, formulae, customer data, customer data and supplier lists and price and cost information, and other rights in know-how (“Trade Secrets”).

“Key Employees” has the meaning given in Section 4.13.5 with regard to the Contributed Entities or in Section 5.15.5 with regard to Moolec.

“Knowledge of Bioceres Group” means with respect to any fact, circumstance, event or other matter in question, (a) the actual knowledge of such fact, circumstance, event or other matter, or (b) the knowledge of such fact, circumstance, event or other matter that would have been ascertained after reasonable inquiry, consistent with such Person’s title and responsibilities, in either case, by any of the following individuals with respect to such Party or the Party’s employees who directly report to such individuals: Mr. Federico Trucco.

“Knowledge of Moolec” means with respect to any fact, circumstance, event or other matter in question, (a) the actual knowledge of such fact, circumstance, event or other matter, or (b) the knowledge of such fact, circumstance, event or other matter that would have been ascertained after reasonable inquiry, consistent with such Person’s title and responsibilities, in either case, by any of the following individuals with respect to such Party or the Party’s employees who directly report to such individuals: Mr. Gastón Paladini and Mr. José Lopez Lecube.

“Knowledge of the Contributed Entities” means with respect to any fact, circumstance, event or other matter in question, (a) the actual knowledge of such fact, circumstance, event or other matter, or (b) the knowledge of such fact, circumstance, event or other matter that would have been ascertained after reasonable inquiry, consistent with such Person’s title and responsibilities, in either case, by any of the following individuals with respect to such Party or the Party’s employees who directly report to such individuals: Mr. Federico Trucco and Mr. Juan Presa.

“Law” means any federal, state, local, foreign, international or supranational law (including common law), statute, treaty, ordinance, rule, regulation, Order, code, governmental restriction or other legally binding requirement.

“Leased Real Property” has the meaning given in Section 4.8.4.

“Leases” has the meaning given in Section 4.8.4.

“Liabilities” means any and all debts, losses, liabilities, Litigation, fines, costs, royalties, deficiencies or obligations of any nature, whether known or unknown, absolute, accrued, off-balance sheet, contingent or otherwise and whether due or to become due, and any out-of-pocket costs and expenses (including attorneys’, accountants’ or other fees and expenses).

“Lien” means any mortgage, pledge, hypothecation, assignment, right of others, claim, charge, security interest, license, encumbrance, adverse claim or interest, easement, covenant, encroachment, servitude, option, lien, put or call right, right of first offer or refusal, voting right or other restrictions or limitations of any nature whatsoever.

“Litigation” means any action, cause of action, claim, cease and desist letter, demand, suit, proceeding, hearing, arbitration, citation, summons, subpoena or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity.

“Losses” has the meaning given in Section 10.1.

“Material Adverse Effect” means any fact, circumstance, change, development, condition, event, occurrence or effect that has had, or would reasonably be expected to have, individually or in the aggregate, (a) a material adverse effect on the business, results of operations, assets or condition (financial or otherwise) of the Contributed Entities, taken as a whole, or (b) a material adverse effect on, or that prevents or materially delays, the ability of the Contributed Entities to perform its obligations under, and to consummate the Contribution and Exchange; provided, that, in the case of clause (a), a “Material Adverse Effect” shall not be deemed to include any fact, circumstance, change, development, condition, event, occurrence or effect to the extent resulting from or arising out of any of the following:

“Material Contract” has the meaning given in Section 4.7.2 with regard to the Contributed Entities or in Section 5.10.2 with regard to Moolec.

“Moolec” has the meaning given in the recitals to this Agreement.

“Moolec Benefit Plans” means any agreement, plan, program, fund, policy, contract, arrangement or understanding (either written or unwritten and whether or not legally binding) providing compensation, benefits, pension, retirement, profit sharing, stock bonus, stock option, stock purchase, stock ownership, stock appreciation right, phantom or stock equivalent, bonus, incentive, deferred compensation, hospitalization, medical, dental, vision, retirement, vacation, insurance, sick pay, disability, death benefit, severance, worker’s compensation, supplementary unemployment benefits, perquisites, or similar employee benefits, or any salary reduction agreement, change-of-control agreement, retention agreement, employment agreement or consulting agreement, for the benefit of any current or former employee, officer, director or independent contractor (who is an individual) of the Contributed Entities and the beneficiaries and dependents thereof, which is now or previously has been entered into, maintained or contributed to, as the case may be, or with respect to which any withdrawal liability (within the meaning of section 4201 of ERISA) has been incurred, by the Contributed Entities, or any ERISA Affiliate, or pursuant to which the Contributed Entities or ERISA Affiliates has or may have any Liability, including (i) any “employee benefit plan” (as defined in section 3(3) of ERISA), and (ii) any “multiemployer plan” (as defined in section 3(7) of ERISA).

“Moolec Board Resolutions” the resolutions of the board of directors of Moolec (i) prior to the Redomiciliation approving the execution of this Agreement, and (ii) following the Redomiciliation approving (a) the issuance of the Exchange Consideration (including the grant of Moolec Warrants and the issuance of any Moolec Shares upon the exercise of the Moolec Warrants), (b) any filing required in connection with the Contribution and Exchange, and (c) instructing the maintainer of Moolec’s register of members to update the register of members.

“Moolec EGM” means the Extraordinary General Meeting of the shareholders of Moolec which will be held, among other matters, to approve the RSS.

“Moolec IP Agreements” has the meaning given in Section 5.12.7.

“Moolec Key Employees” has the meaning given in Section 5.15.5.

“Moolec Labor Agreements” has the meaning given in Section 5.15.1.

“Moolec Registered Intellectual Property” has the meaning given in Section 5.12.1.

“Moolec SEC Documents” has the meaning given in Section 5.8.

“Moolec Shares” means shares of Moolec.

“Moolec Subscription Agreement” means that certain Subscription Agreement entered into by and among Moolec and certain Bioceres Group Shareholders on December 20, 2022, pursuant to which certain Bioceres Group Shareholders subscribed for shares in Moolec at the time of Moolec’s admission to trade on Nasdaq.

“Moolec Subscription Agreement Shareholders” means the Bioceres Group Shareholders who subscribed for shares in Moolec pursuant to the Moolec Subscription Agreement and have not yet paid up the subscription amount on such shares in Moolec.

“Moolec Warrants” means 5,000,000 warrants to acquire Moolec Shares at an exercise price per Moolec Share of U.S.$2.00, which may be adjusted based on the ratio selected by Moolec’s board of directors in furtherance of the decisions taken at the Moolec EGM, to be exercised within three years of the Closing Date.

“Nordelis” has the meaning given in the recitals to this Agreement.

“Notice” has the meaning given in Section 11.4.1.

“Nutrecon” has the meaning given in the recitals to this Agreement.

“Nutrecon Financial Statements” has the meaning given in Section 4.4.2.

“Order” means any judgment, order, administrative order, writ, directive, stipulation, injunction (whether permanent or temporary), award, decree or similar legal restraint of, or binding settlement having the same effect with, any Governmental Authority.

“Ordinary Course” or “Ordinary Course of Business” means the conduct of the Business in accordance with the Contributed Entities and Moolec’s normal day-to-day customs, practices and procedures, consistent with past practice (including with respect to quantity and frequency).

“Outstanding Subscription Amount” means the outstanding amount owed to Moolec pursuant to the Moolec Subscription Agreement, which shall be re-calculated by applying the highest of (i) the 20-day VWAP for Moolec Shares on the date that is 2 Business Days prior to Closing, or (ii) U.S.$2.00 per share, which may be adjusted based on the ratio selected by Moolec’s board of directors in furtherance of the decisions taken at the Moolec EGM.

“Owned Intellectual Property” means any Intellectual Property, including the Registered Intellectual Property, that are owned by or purported to be owned by the Contributed Entities.

“Owned Real Property” means all real property owned by a Person (together with all improvements and fixtures located thereon or attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating thereto.

“Parties” has the meaning given in the recitals to this Agreement.

“Permitted Liens” means (i) Liens specifically reserved against in the Audited Financial Statements, to the extent so reserved; (ii) Liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings to the extent that adequate reserves with respect thereto are maintained in accordance with the applicable accounting standards; (iii) Liens of warehousemen, mechanics and materialmen and other similar Liens arising by operation of Law in the Ordinary Course of Business; (iv) exclusive, non-exclusive licenses of Intellectual Property granted in the Ordinary Course of Business; (v) Liens that, individually and in the aggregate, do not and would not materially detract from the value of any of the assets or Real Property or materially interfere with the use thereof in the Ordinary Course of Business; or (vi) Liens granted by Bioceres Group or its Subsidiaries in connection with debt incurred by Bioceres Group or its Subsidiaries to repay any outstanding Indebtedness from Bioceres Group or its Subsidiaries, as long as the Indebtedness is disclosed in Schedule 4.7.1.

“Person” means any individual, firm, limited liability company, general or limited partnership, association, corporation (including not for profit), unincorporated organization, company, joint venture, trust, Governmental Authority or other entity of any kind or nature.

“POA Bioceres Group Additional Shareholders” means the Bioceres Group Additional Shareholders that execute on or prior to Closing the powers of attorney appointing the Bioceres Group Shareholders Representative to act on their behalf.

“Post-Closing Tax Periods” means any taxable period beginning after the Closing Date.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date.

“Real Property” means the Owned Real Property and the Leased Real Property.

“Redomiciliation” means the change of Moolec’s jurisdiction by discontinuing from the Grand Duchy of Luxembourg and transferring by way of continuation to the Cayman Islands as an exempted company limited by shares registered under the laws of the Cayman Islands.

“Related to the Business” means required or necessary for, primarily related to, used or held for use in connection with, useful in, or otherwise material to the Business as conducted by the Contributed Entities prior to the Closing.

“Release” means any releasing, disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal, migration, transporting, placing and the like, including the moving of any materials through, into or upon, any land, soil, surface water, groundwater or air, or otherwise entering into the indoor or outdoor environment.

“Remedial Action” means all actions required to (i) clean up, remove, treat or in any other way remediate any Hazardous Substances; (ii) prevent the release of Hazardous Substances so that they do not migrate or endanger or threaten to endanger public health or welfare or the environment or (iii) perform studies, investigations and care related to any such Hazardous Substances.

“Representatives” means, with respect to any Person, such Person’s accountants, counsel, financial and other advisers, representatives, consultants, directors, officers, employees, stockholders, partners, members and agents.

“Returning Holdback Amount” means the Holdback Amount less any amount of Moolec Shares corresponding to any Claim Against Holdback pursuant to Section 10.3.

“RSS” means the reverse stock split to be approved by Moolec’s shareholders and executed by Moolec to regain and thereafter maintain compliance with Nasdaq Listing Rule 5550(a)(2).

“Sanctioned Person” means a person, organization or entity:

“Sanctioned Territory” means any country or other territory subject to a comprehensive export, import, financial or investment embargo under any Sanctions Law, which as at the date of this Agreement currently comprise Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine/Sevastopol and the so-called Luhansk and Donetsk People’s Republics.

“Sanctions Authority” means (i) the United States, (ii) the United Nations Security Council, (iii) the European Union or any member state thereof, (iv) the United Kingdom or (v) the respective governmental institutions of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), the U.S. Department of Commerce, the U.S. Department of State, any other agency of the U.S government, and HM Treasury.

“Sanctions Law” means economic or financial sanctions, restrictive measures, trade embargoes or export control laws imposed, administered or enforced from time to time by any Sanctions Authority including, for the avoidance of doubt, any Sectoral Sanctions.

“Sanctions List” means any of the lists of asset-freeze designated or sanctioned individuals or entities (or equivalent) issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time, including, without limitation, the List of Specially Designated Nationals and Blocked Persons, and the Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, each administered by OFAC; the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; and the Consolidated List of Financial Sanctions Targets in the UK administered by HM Treasury.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Exchange Consideration” has the meaning given in Section 2.1.1(iii).

“Sectoral Sanctions” means sanctions imposed by any Sanctions Authority which do not freeze the assets of or prohibit the provision of any funds or economic resources to a designated person but merely restrict the ability of certain individuals or entities to access financing or export or import goods, technology, or services.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Software” means all computer software (in object code or source code format), operating systems, tools, firmware, middleware, modules, models, algorithms and routines, application systems, interfaces, data and databases, and all related documentation and materials.

“Squeezed Shares” has the meaning given in Section 2.4.

“Straddle Period” means any taxable period beginning on or prior to and ending after the Closing Date.

“Subsidiaries” means each corporation or other Person in which a Person (i) owns or controls, directly or indirectly, capital stock or other equity interests representing the majority of the outstanding voting stock or other equity interests, (ii) has the right to appoint or remove a majority of its board of directors or equivalent managing body or (iii) otherwise has the power, directly or indirectly, to direct or cause the direction of management and policies.

“Tax” means any federal, state, local, foreign or other taxes, fees and charges of any nature whatsoever imposed by any jurisdiction or governmental or taxing authority thereof or therein (including income (net or gross), gross receipts, profits, alternative or add-on minimum, franchise, license, capital, capital stock, intangible, services, premium, mining, transfer, sales, use, ad valorem, payroll, wage, severance, windfall profits, import, excise, custom, stamp, withholding or estimated taxes), fees, duties, assessments, withholding or governmental charges of any kind whatsoever (including interest, penalties, additions to tax or additional amounts with respect to such items).

“Tax Loss” has the meaning given in Section 8.6.

“Tax Return” means any return, report, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Term of Adherence” means the joinder to be signed by (i) the Bioceres Group Shareholders Representatives on behalf of each POA Bioceres Group Additional Shareholder, and (ii) Bioceres Group on behalf of each Dragged Bioceres Group Shareholder, agreeing and undertaking to adhere to the terms of this Agreement, in accordance with the template set forth in Exhibit B.

“Termination Date” has the meaning given in Section 9.1.2.

“Theo” has the meaning given in the recitals to this Agreement.

“Theo Carve-Out” means the transfer of Bioceres Group’s 96.2% participation in Theo to the Bioceres Group Shareholders (pro rata to the Bioceres Group Shareholders’ holding of Ordinary Shares in Bioceres Group immediately prior to Closing) in accordance with Schedule 6.2.4(ii).

“Third Exchange Consideration” has the meaning given in Section 2.1.1(iv).

“Transferors” means the Bioceres Group Shareholders, Nordelis and Union Group.

“Union Group” has the meaning given in the recitals to this Agreement.

“Union Group Promissory Note” means the promissory note executed between Union Group and Moolec on July 26, 2022, as amended, in the amount of U.S.$500,000, plus interests.

The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be deemed to mean “and/or.” The phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase. Terms defined in the text of this Agreement as having a particular meaning have such meaning throughout this Agreement, except as otherwise indicated in this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. This Agreement shall not be interpreted or construed to require any Person to take any action, or fail to take any action, if to do so would violate any applicable Law. All references to dollar amount in this Agreement shall be references to U.S. dollars unless otherwise expressly set forth herein. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.

(the Moolec Shares to be issued to the Bioceres Group Initial Shareholders and Bioceres Group Additional Shareholders, the “First Exchange Consideration”).

As of the date hereof and as of the Closing Date, each of the Bioceres Group Initial Shareholders, Nordelis, Union Group, Bioceres Group, Nutrecon and Gentle Tech, as applicable, in respect of itself only, unless otherwise indicated below, severally represent and warrant to Moolec as follows:

Nordelis, Union Group and Bioceres Group represent and warrant that the Bioceres Group Initial Shareholders, Nordelis and Union Group have received no general solicitation or general advertisement in connection with the transactions contemplated by this Agreement or investment in Moolec. Each of them has received no other representations or warranties from Moolec or any other person acting on behalf of Moolec, other than those contained in this Agreement.

Nordelis, Union Group and Bioceres Group represent and warrant that the Bioceres Group Initial Shareholders, Nordelis and Union Group have not relied upon Moolec’s or any of its Affiliates, directors, officers, employees or representatives for advice about tax, financial or legal consequences of a purchase of or investment in the Moolec Shares representing the Exchange Consideration, and neither Moolec nor any of its affiliates, managers, officers, employees or representatives has made or is making any representations to them about, or guaranties of, tax, financial or legal outcomes of a purchase of, or an investment in, the Moolec Shares representing the Exchange Consideration.

Nordelis, Union Group and Bioceres Group represent and warrant that no investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of the Bioceres Group Initial Shareholders, Nordelis and Union Group, and no such Person is entitled to any fee or commission from Moolec or any of its Affiliates, in connection with the transactions contemplated by this Agreement.

Except for the representations and warranties expressly set forth in this Section 3, none of Nordelis, Union Group, the Bioceres Group Initial Shareholders, Bioceres Group, Nutrecon and Gentle Tech makes or has made any other representation or warranty, express or implied, at law or in equity, in their respect, the Contributed Entities or any of their respective Subsidiaries.

As of the date hereof and as of the Closing Date, Bioceres Group (for BIOX, except as otherwise disclosed in the BIOX 20-F and/or the BIOX 6-K), Nordelis, Union Group, Nutrecon and Gentle Tech represent and warrant to Moolec as follows:

The execution, delivery and performance by Nordelis, Union Group, and the Contributed Entities of this Agreement, and the consummation of the transactions contemplated hereby, does not require (i) any Governmental Approvals, or (ii) any Consents of third parties.

None of the Contributed Entities has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), whether or not required by the applicable accounting standards to be reflected in the Bioceres Group Financial Statements, Nutrecon Financial Statements or Gentle Tech Financial Statements, other than liabilities and obligations (a) reserved against or reflected in Bioceres Group Financial Statements, Nutrecon Financial Statements or Gentle Tech Financial Statements, as the case may be, for the Balance Sheet Date (including in the notes thereto), (b) incurred in the Ordinary Course of Business since the Balance Sheet Date, (c) incurred in connection with Bioceres Group’s, Nutrecon’s or Gentle Tech’s contribution process, including this Agreement, or (d) that would not constitute a Material Adverse Effect.

Except as set forth on Schedule 4.6, since the Balance Sheet Date the Contributed Entities have conducted the Business only in the Ordinary Course and, without limiting the foregoing, there has not been any:

Except as set forth on Schedule 4.10, there is no Litigation pending or, to the Knowledge of the Contributed Entities, threatened against or affecting the Contributed Entities or relating to the transactions contemplated hereby. There are no settlement agreements or similar written Contracts with any Governmental Authority and no outstanding Orders entered or issued by or subject to any Governmental Authority against or affecting the Contributed Entities.

All Accounts Receivable reflected on the Balance Sheet have been generated in the Ordinary Course of Business and reflect a bona fide obligation for the payment of goods or services provided by the Contributed Entities.

No “fair price,” “moratorium,” “control share acquisition,” or other anti-takeover statute or similar statute or regulation, including section 203 of the Delaware General Corporation Law, applies or purports to apply to this Agreement or any of the transactions contemplated hereby.

No investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of the Bioceres Group, Gentle Tech, or Nutrecon, or any of their Subsidiaries, and no such Person is entitled to any fee or commission from Moolec or any of its Affiliates, in connection with the transactions contemplated by this Agreement.

The disclosures made in this Agreement and any other document furnished or to be furnished to Moolec in connection with the Contribution and Exchange, including but not limited to the SEC Form 6-K, do not (i) contain any untrue statement of a material fact, or (i) omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

Except for the representations and warranties expressly set forth in this Section 4, none of Bioceres Group, Gentle Tech and Nutrecon makes or has made any other representation or warranty, express or implied, at law or in equity, in respect of the Contributed Entities or any of their respective Subsidiaries.

As of the date hereof and as of the Closing Date, Moolec represents and warrants to the Transferors as follows:

The execution, delivery and performance by Moolec of this Agreement to which it will be a party, and the consummation of the transactions contemplated hereby and thereby, require no Governmental Approvals.

The execution, delivery and performance by Moolec of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not conflict with or result in a violation or breach of or default under (i) any applicable Law, (ii) the certificate of incorporation or by-laws or other organizational documents of Moolec or (iii) any contract, agreement or other instrument applicable to Moolec or any of its properties or assets, except, in the case of clause (iii), for violations and defaults that, individually and in the aggregate, have not and will not materially impair or delay the ability of Moolec to perform its obligations under this Agreement.

Moolec is acquiring the Bioceres Group Original Shares, Nutrecon Membership Interests, and Gentle Tech Union Shares for investment and not with a view toward any resale or distribution thereof except in compliance with the Securities Act. Moolec hereby acknowledges that these shares have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration or an exemption therefrom under the Securities Act.

There is no Litigation pending, or to the Knowledge of Moolec, threatened against or affecting Moolec relating to the transactions contemplated hereby.

No investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of Moolec or any of its Affiliates, and no such Person is entitled to any fee or commission from the Transferors or any of their Subsidiaries in connection with the transactions contemplated by this Agreement.

The authorized, issued and outstanding shares of capital stock of or other equity interests in all Subsidiaries of Moolec, their respective jurisdictions of formation/incorporation and Moolec direct or indirect percentage ownership interest in such Subsidiaries, as applicable, are identified on Schedule 5.9. All of the outstanding shares of capital stock of or other equity interests in each Subsidiary of Moolec (i) are duly authorized, validly issued, fully paid and non-assessable and were not issued in contravention of any preemptive rights, rights of first refusal or first offer or similar rights or any federal or state securities laws and (ii) are owned beneficially and of record by Moolec, as set forth on Schedule 5.9, free and clear of any Liens. Neither Moolec nor any of its Subsidiaries owns any shares of capital stock of or other equity interests in any other Person, except as set forth on Schedule 5.9. Except as set forth on Schedule 5.9, there are no outstanding Derivative Securities with respect to any shares of capital stock of or other equity interests in any Subsidiary of Moolec and there are no outstanding obligations of Moolec to repurchase, redeem or otherwise acquire any such Derivative Securities.

Schedule 5.17 sets forth a complete and correct list of all insurance policies and self-insurance programs relating to Moolec or their respective employees, officers or directors, including, with respect to each policy, the carrier, policy number, expiration date and a general description of the type of coverage provided. All such policies are in full force and effect. There is no pending claim by Moolec under any of such policies with respect to which coverage has been questioned, denied or disputed by the underwriters of such policies. Except as set forth on Schedule 5.17, all premiums payable under such policies have been timely paid and Moolec has otherwise complied in all material respects with the terms and conditions of such policies. Such policies are of the type and in amounts customarily carried by Persons conducting businesses similar to the Business. To the Knowledge of Moolec, there has been no threatened termination or non-renewal of, premium increase with respect to, or alteration of coverage under, any of such policies.

Except for the representations and warranties expressly set forth in this Section 5, Moolec does not make or has not made any other representation or warranty, express or implied, at law or in equity, in respect of Moolec or any of its respective Affiliates.

Until the earlier of the termination of this Agreement and the Closing, Bioceres Group, Nordelis and Union Group shall not, and shall cause any Persons acting on its behalf not to, directly or indirectly, (i) solicit, initiate, facilitate or encourage any inquiries or proposals for, or continue or enter into any discussions, negotiations, understanding, arrangements or agreements with respect to, the acquisition of any Bioceres Group Original Share, Nutrecon Membership Interest, Gentle Tech Union Share or any portion of the assets or the Business, whether by sale, merger or otherwise, other than sales of inventory in the Ordinary Course of Business, or (ii) furnish or cause to be furnished any material non-public information concerning the Contributed Entities to any Person (other than Moolec and its Representatives), other than as required by applicable Law and after prior written notice to Moolec. If Nordelis, Union Group, the Contributed Entities or any of their Subsidiaries receives an offer for any such transaction, Nordelis, Union Group or the Contributed Entities shall promptly provide Moolec with written notice thereof after such receipt, which notice shall include the identity of the prospective buyer and a summary of the material terms and conditions of the offer.

Bioceres Group, Nutrecon and Gentle Tech and the Contributed Entities shall not, and shall not permit any of their Subsidiaries to, make any public announcement in respect of this Agreement or the transactions contemplated hereby or thereby without the prior written consent of Moolec, except as required by applicable Law or by the rules and regulations of any securities exchange or national market system, in which case the Bioceres Group, Nutrecon and Gentle Tech and the Contributed Entities shall use commercially reasonable efforts to provide Moolec with sufficient time, consistent with such requirements, to review the nature of such requirements and to comment upon such disclosure prior to publication.

At or prior to the Closing: (i) all intercompany accounts between the Contributed Entities, other than trade accounts payable arising in the Ordinary Course of Business, shall be paid in full in cash or otherwise canceled, except in Schedule 6.1.7.

The Nordelis, Union Group and the Contributed Entities shall provide all reasonable assistance and furnish all required documents to Moolec as necessary to ensure the timely completion and filing of all required documents, reports, and other filings with the SEC that arise out of or relate to the transaction contemplated by this Agreement, including but not limited to any accounting, financial or audit related requirement or document.

Moolec shall not, and shall not permit any Affiliate to, make any public announcement in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the Bioceres Group Shareholders Representative, Union Group and Nordelis except as required by applicable Law or by the rules and regulations of any securities exchange or national market system upon which the securities of Moolec are listed, in which case Moolec shall use its commercially reasonable efforts to provide the Bioceres Group Shareholders Representative, Union Group and Nordelis with sufficient time, consistent with such requirements, to review the nature of such requirements and to comment upon such disclosure prior to publication.

The obligations of the Parties to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver (except for 7.1.3 which may only be waived with Moolec’s prior written consent) on or prior to the Closing Date of the following conditions:

The consummation of the transactions contemplated hereby shall not have been enjoined or prohibited by applicable Law and no proceeding by or before any Governmental Authority challenging such transactions shall have been initiated or threatened.

Prior to the Closing Date, Moolec, Bioceres and its Subsidiaries, and Union Group shall approve and take all required actions to cause the Current Options to be accelerated and converted to Moolec Shares at U.S.$2.00 per share, which may be adjusted based on the ratio selected by Moolec’s board of directors in furtherance of the decisions taken at the Moolec EGM. The related Moolec Shares shall be issued prior to the Closing Date.

Prior to the Closing Date, Moolec shall have completed the RSS and the Redomiciliation.

The obligations of Moolec to consummate the transactions contemplated hereby shall be subject to the satisfaction (or waiver by Moolec) on or prior to the Closing Date of the following additional conditions:

Prior to the Closing Date, Bioceres Group shall have caused the totality, and no less than the totality, of the Bioceres Group Additional Shareholders to adhere to this Agreement pursuant to the Bioceres Group New Articles and deliver to Moolec the Term of Adherence.

The Contributed Entities shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

The Bioceres Group Shareholders Representative, Nordelis, Union Group as well as Bioceres Group, Nutrecon and Gentle Tech shall have delivered to Moolec a certificate, dated the Closing Date to the effect that the conditions set forth in Sections 7.2.1 to 7.2.3 have been satisfied.

The Contributed Entities shall have obtained and shall have delivered to Moolec complete and correct copies of (i) all Governmental Approvals required to be obtained by the Contributed Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (ii) all Consents (including all Consents required under Material Contracts) necessary to be obtained in order to consummate the Contribution and Exchange pursuant to this Agreement and consummation of the other transactions contemplated hereby, and all such Government Approvals and Consents shall be in full force and effect.

No event, development or state of circumstances shall have occurred or come to exist since the Balance Sheet Date, that, individually or in the aggregate, has had or could reasonably be expected to have or result in a Material Adverse Effect.

All corporate or other proceedings of the Contributed Entities in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory to Moolec and its counsel, and Moolec and its counsel shall have received copies of all documents and instruments incident thereto, as may be reasonably requested.

The obligation of the Transferors to consummate the transactions contemplated hereby shall be subject to the satisfaction (or waiver by the Transferors), on or prior to the Closing Date, of the following additional conditions:

Moolec shall obtain the approval of the Transaction by its shareholders.

The Board of Directors of Moolec shall call for the shareholders meeting once the RSS and the Redomiciliation are approved by Moolec’s shareholders.

Prior to the Closing Date, the awards approved by Moolec’s Board of Directors on December 12, 2024, shall be cancelled.

The representations and warranties of Moolec set forth in Section 5 of this Agreement shall be true and correct in all respects as of the Closing Date with the same effect as though made on such date (except for such representations and warranties that are made as of a specific date, which shall speak only as of such date).

Moolec shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and to be performed or complied with by it prior to or on the Closing Date.

Moolec shall have delivered to the Transferors a certificate, dated the Closing Date and signed by its duly authorized officer, to the effect that the conditions set forth in Sections 7.3.1 to 7.3.4 have been satisfied.

The Transferors shall have obtained all Governmental Approvals necessary to consummate the transactions contemplated hereby, which shall be in full force and effect.

All corporate or other proceedings of Moolec in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory to Bioceres Group Shareholders Representative, Union Group, Nordelis, Agriculture Investments and their counsels, and the Transferors and its counsel shall have received copies of all documents and instruments incident thereto, as may be reasonably requested.

Moolec and Nordelis, Union Group and Bioceres Group agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Contributed Entities as is reasonably necessary for the filing of any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or the preparation for, or participating in or conducting, any auditor or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase the Contributed Entities or any assets of the Contributed Entities from Moolec. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. Moolec and the Transferors agree to retain or cause to be retained all books and records pertinent to the Contributed Entities for all Pre-Closing Tax Periods and any Straddle Periods until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any taxing authority, provided that in the case of Moolec, it shall only be required to retain such materials or abide with such agreements to the extent it has been informed in writing of such requirement by the Transferors on or before the Closing Date. To the extent applicable, each Party agrees to reasonably cooperate with the other Party, and shall provide any information as shall be reasonably requested by the other Party, in connection with obtaining an opinion from its tax advisors with respect to the U.S. federal income tax treatment of the Contribution and Exchange.

Any and all existing Tax sharing agreements between the Contributed Entities and any of their Subsidiaries shall be terminated as of the Closing Date. After such date, none of the Contributed Entities, or their Subsidiaries, shall have any further rights or liabilities thereunder. This Agreement shall be the sole Tax sharing agreement relating to the Contributed Entities for all Pre-Closing Tax Periods and Straddle Periods.

The Transferors shall indemnify Moolec pursuant to the Holdback Provision, each of its Affiliates and each of the Contributed Entities and hold them harmless from and against, any Liability attributable to (i) all Taxes (or the non-payment thereof) of the Contributed Entities for all Pre-Closing Tax Periods (including, for the avoidance of doubt, the portion of any Straddle Period ending on the Closing Date to the extent such amounts were not previously reimbursed in accordance with Section 8.2.2), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Contributed Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign Law, (iii) any and all Taxes of any Person (other than the Contributed Entities) imposed on the Contributed Entities as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date, (iv) all Liabilities (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any such Tax, including those incurred in any contest relating to the imposition, assessment or assertion of any such Tax, and (v) any breach of or inaccuracy in any representation or warranty in Section 4.14 (a “Tax Loss”).

Notwithstanding anything in this Agreement to the contrary, Moolec, its Affiliates and the Contributed Entities shall each be entitled at any time to deduct and withhold from any amount otherwise payable pursuant to this Agreement in respect of the transactions contemplated hereunder any amounts such entity is required under applicable Tax Law to deduct and withhold and pay over to the applicable taxing authorities in connection with the payment of the applicable consideration. To the extent that amounts are so withheld, such amounts shall be paid over to the applicable taxing authorities, provided that any withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom the withholding was made. Each Party shall provide the other Parties with any forms reasonably requested by any such other Party for purposes of complying with any applicable withholding Law.

This Agreement may be terminated at any time prior to the Closing:

In the event of the termination of this Agreement pursuant to the provisions of Section 9.1, this Agreement shall become void and have no effect, without any liability to any Person in respect hereof or of the transactions contemplated hereby on the part of any Party, or any of its Subsidiaries, Affiliates or Representatives, as the case may be except as specified in Sections 11.1, 11.7, 11.14 and 11.15 and except for any liability resulting from such Party’s breach of this Agreement.

The Transferors shall defend, indemnify and hold harmless each of Moolec and its Affiliates and their respective Representatives from and against any and all Liabilities, whether or not relating to third party claims, incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder (collectively, “Losses”), resulting from, arising out of or relating to (i) any breach of or inaccuracy in any representation or warranty when made or deemed made by any of the Transferors in or pursuant to this Agreement or in any certificate furnished by the Transferors hereunder or thereunder, and (ii) any Tax Loss.

In the event that any Losses arise as set forth in Section 10.1 (the “Claims Against Holdback”), Moolec shall notify the Transferors in writing, detailing the nature, amount of such claims, and the corresponding deduction that the Claim Against Holdback will cause to the Holdback Amount. Moolec shall calculate any Claims Against Holdback in good faith.

All claims for indemnification under Section 10 with respect to the representations and warranties contained herein must be asserted on or prior to the date that is 30 days after the termination of the respective survival periods set forth in this Section 10.4. The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement, any examination by or on behalf of the Parties and the completion of the transactions contemplated herein, but only to the extent specified below:

Notwithstanding the expiration of any such survival period, if the harmed Party has provided notice with respect to a breach of representation or warranty within the applicable survival period, the relevant representation or warranty shall survive, solely with respect to such claim as is asserted in such notice, until the claim has been finally resolved. The covenants, obligations and agreements of each Party contained in this Agreement shall survive the Closing Date indefinitely in accordance with their respective terms.

Moolec Science SA
17, Boulevard F.W. Raiffeisen
L-2411 Luxembourg
Grand Duchy of Luxembourg
Tel: +54 91161551069
Attention: José Lopez Lecube

with a copy to:

Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Tel: (212) 903-9000
Attention: Matthew Poulter and Pierre-Emmanuel Perais

Bioceres Group Shareholders Representative

Ms. Gloria Montaron Estrada
Ocampo 210bis
Rosario, Argentina
2000
Tel: +54 341 4861100
Email: gloria.montaron@bioceresgroup.com

Nordelis

Att. Juan Presa
Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands
Tel: +34 610 040 639
Email: juan.presa@uniongrp.com

Union Group

Att. Juan Presa
Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands
Tel: +34 610 040 639
Email: juan.presa@uniongrp.com

This Agreement (including the Schedules hereto), the Confidentiality Agreement (when executed and delivered) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof.

The disclosure of any matter in the Schedules referenced by a particular Section shall be deemed to be disclosed with respect to any other Section as and to the extent that the relevance of such matter to such other Section is readily apparent on the face of such disclosure.

The Parties agree that with respect to the disclosure of information furnished hereunder or in connection herewith, the Parties shall continue to be bound by the Confidentiality Agreement. The Transferors agree to cause each of their Representatives to comply with the provisions of the Confidentiality Agreement as if each of them were parties to such agreement. From and after the Closing Date, Moolec and its Affiliates and Representatives shall have no further liability or obligation under the Confidentiality Agreement with respect to information, agreements or documents relating to the Contributed Entities.

No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that either Party may otherwise have at law or in equity.

If any provision of this Agreement, including any phrase, sentence, clause, Section or subsection, is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. If any provision of this Agreement shall be adjudged to be excessively broad as to duration, geographical scope, activity or subject, the Parties intend that such provision shall be deemed modified to the minimum degree necessary to make such provision valid and enforceable under applicable Law and that such modified provision shall thereafter be enforced to the fullest extent possible.

This Agreement may be executed in several counterparts (including by electronic transmission), each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

This Agreement shall not be assignable or otherwise transferable by any Party without the prior written consent of the other Party.

Except as provided in Section 10 with respect to indemnification of Indemnified Parties hereunder, nothing in this Agreement shall confer any rights upon any person or entity other than the Parties and their respective heirs, successors and permitted assigns.

This Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to the conflict of laws rules thereof to the extent such rules would require or permit the application of the laws of another jurisdiction. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the State, City and County of New York, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11.2, or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

In witness whereof, the parties have duly executed this Agreement as of the date first above written.

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