Exhibit 10.3


 


Execution Version


 


TRANSACTION SUPPORT AGREEMENT


 


This TRANSACTION SUPPORT AGREEMENT,
dated as of March 31, 2021 (this “Agreement”), is by and among (a) Crynssen Pharma Group Limited, a private limited
liability company registered and incorporated under the laws of Malta (the “Company”), (b) Procaps Group, S.A., a public
limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered
office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register
(Registre de Commerce et des Sociétés, Luxembourg) (“Holdco”), (c) Union Group International Holdings
Limited, a company incorporated under the laws of the British Virgin Islands (“UGI”), (d) Union Acquisition Associates
II, LLC, a New York limited liability company (“UAA,” and collectively with UGI, the “Sponsors”),
(e) Union Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”), (f) the undersigned investors in SPAC (the
“Investors”, and together with the Sponsors, the “SPAC Holders”), and (g) the undersigned shareholders
of the Company (the “Eligible Company Shareholders”). Capitalized terms used herein shall have the respective meanings
given to them in this Agreement, including Section 10 hereunder, or if not defined herein, in that certain Business Combination
Agreement entered into on or about the date hereof by and among the Company, Holdco, OZLEM Limited, a Cayman Islands exempted company
(“Merger Sub”), and SPAC (as amended and/or restated from time to time, the “BCA”).


 


WHEREAS, concurrently with
the entry into this Agreement, SPAC, Holdco, the Company and Merger Sub are entering into the BCA, which provides for, among other things,
a business combination among SPAC, Holdco, the Company and Merger Sub pursuant to which the SPAC Ordinary Shares and SPAC Warrants shall
be exchanged for Holdco Ordinary Shares and Holdco Warrants, respectively;


 


WHEREAS, as of the date hereof,
the SPAC Holders own beneficially and of record those Founder Shares and Private Placement Warrants set forth opposite such SPAC Holder’s
name as set forth on Schedule A hereto;


 


WHEREAS, the Company, Holdco
and the Company Shareholders (including the Eligible Company Shareholders) are a party to those certain Contribution and Exchange Agreements,
dated as of March 31, 2021 (the “Exchange Agreements”), pursuant to which, on the terms and subject to the conditions
set forth therein, the Company Shareholders will contribute their shares of Company Ordinary Shares to Holdco in exchange for Holdco Ordinary
Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable Shares, with the Company becoming a wholly-owned subsidiary
of Holdco following the consummation of such exchanges; and


 


WHEREAS, in order to induce
SPAC, Holdco, the Company, Merger Sub and the Eligible Company Shareholders to enter into the BCA and the Exchange Agreements, as applicable,
and consummate the Transactions, each of the SPAC Holders, Holdco, SPAC, the Eligible Company Shareholders and the Company desire to enter
into this Agreement.


 



     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein and in the BCA, the receipt and sufficiency of which is hereby
acknowledged, each SPAC Holder hereby agrees, severally and not jointly, with SPAC, Holdco, the Eligible Company Shareholders and the
Company as follows:


 


1.  Sponsors
Forfeited Warrants. Each of the Sponsors hereby agrees that, subject to, and conditioned upon, the occurrence of the Closing and effective
as of immediately prior to the Closing, the Sponsors shall provide written notice to Continental Stock Transfer & Trust Company, as
escrow agent (the “Escrow Agent”) under the Share Escrow Agreement dated as of October 17, 2019 by and between SPAC
and the Escrow Agent (the “Share Escrow Agreement”), in a form reasonably acceptable to the Escrow Agent and the Company,
forfeiting and surrendering the number of Private Placement Warrants set forth opposite such Sponsor’s name in Schedule B
hereto (the “Forfeited Warrants”) and the Sponsors shall cause the Escrow Agent, upon receipt of such written notice,
to release the Forfeited Warrants to SPAC for cancellation. The Sponsors and SPAC shall take all reasonably necessary actions required
to reflect the forfeiture and surrender of the Forfeited Warrants as of immediately prior to the Closing in the books and records of the
Escrow Agent.


 


2.  ECS Escrow
Agreement. Each of the Eligible Company Shareholders and Holdco agree to take all actions necessary to cause, at the Closing, the
entry into a stock escrow agreement among the Eligible Company Shareholders, Holdco and the Escrow Agent, or, if the Escrow Agent shall
be unable or shall not agree to serve as escrow agent, such other bank or trust company as shall be mutually agreed by the Eligible Company
Shareholders and Holdco (the Escrow Agent or such other bank or trust company being the “ECS Escrow Agent”) in a form
mutually agreed upon by the Eligible Company Shareholders and Holdco (the “ECS Escrow Agreement”), and pursuant to
which, immediately following the Closing, on the Closing Date, the Eligible Company Shareholders shall deposit the number of Holdco Ordinary
Shares set forth opposite such Eligible Company Shareholders’ name in Schedule C hereto and received by such Eligible Company
Shareholders pursuant to the terms of the BCA and the Exchange Agreements at Closing (the “ECS Holdco Escrow Shares”),
into an escrow account maintained by the ECS Escrow Agent and held and disbursed pursuant to the terms set forth in Schedule 1
hereto and subject to the other terms and conditions of the ECS Escrow Agreement. At the Closing, the Eligible Company Shareholders shall
cause Holdco to instruct Holdco’s transfer agent to transfer the ECS Holdco Escrow Shares to the ECS Escrow Agent immediately following
the Closing.


 


3.  Sponsors
Escrow Agreement. Each of the Sponsors and Holdco agree to take all actions necessary to cause, at the Closing, the entry into either,
in the sole discretion of the Sponsors, an amendment to the Share Escrow Agreement (the “Sponsor Escrow Amendment”)
or an escrow agreement among the Sponsors, Holdco and the Escrow Agent, or, if the Escrow Agent shall be unable or shall not agree to
serve as escrow agent, such other bank or trust company as shall be mutually agreed by the Sponsors and Holdco (the Escrow Agent or such
other bank or trust company being the “Sponsor Escrow Agent”) in a form mutually agreed upon by the Sponsors and Holdco
(the “Sponsor Escrow Agreement”), and pursuant to which, immediately following the Closing, on the Closing Date, the
Sponsors shall deposit or transfer, or cause to be deposited or transferred (i) the number of Holdco Ordinary Shares set forth opposite
such Sponsors’ name in Schedule D hereto and received by such Sponsor pursuant to the terms of the BCA at Closing (the “Sponsor
Holdco Escrow Shares”), into an escrow account maintained by the Sponsor Escrow Agent and held and disbursed pursuant to the
terms set forth in Schedule 2 hereto and subject to the other terms and conditions of the Sponsor Escrow Agreement; and (ii) the
number of Holdco Warrants set forth opposite such Sponsors’ name in Schedule E hereto and received by such Sponsor pursuant
to the terms of the BCA at Closing (the “Sponsor Holdco Escrow Warrants”), into an escrow account maintained by the
Sponsor Escrow Agent and held and disbursed pursuant to the terms set forth in Schedule 3 hereto and subject to the other terms
and conditions of the Sponsor Escrow Agreement or the Sponsor Escrow Amendment, as applicable. At the Closing, the Sponsors shall cause
Holdco to instruct Holdco’s transfer agent to transfer the Sponsor Holdco Escrow Shares and the Sponsor Holdco Escrow Warrants to
the Sponsor Escrow Agent immediately following the Closing.


 






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4.  Voting Obligations.
From the date hereof until the earlier of (i) the Closing or (ii) termination of the BCA in accordance with Article X thereof (such period,
the “Interim Period”), such SPAC Holder, in his, her or its capacity as a holder of Founder Shares, severally and not
jointly, agrees irrevocably and unconditionally that, at each SPAC Shareholders’ Meeting, at any other meeting of the SPAC Shareholders
(whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement
thereof), in connection with any written consent of the SPAC Shareholders and in connection with any similar vote or consent of the holders
of Private Placement Warrants in their capacities as such, including in each of the SPAC Proposals, such SPAC Holder shall, and shall
cause any other holder of record of any of such SPAC Holder’s Founder Shares to:


 


(a) when
such meeting is held, appear at such meeting or otherwise cause the SPAC Holder’s Founder Shares to be counted as present thereat
for the purpose of establishing a quorum;


 


(b) vote
(or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to
be duly and promptly executed and delivered with respect to), all of such SPAC Holder’s Founder Shares he, she or it is entitled
to vote at the SPAC Shareholders’ Meeting in favor of each SPAC Proposal and any other matters reasonably necessary for consummation
of the Transactions; and


 


(c) vote
(or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to
be duly and promptly executed and delivered with respect to), all of such SPAC Holder’s Founder Shares against any Competing SPAC
Transaction and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation
of, or otherwise adversely affect, any of the Transactions, or result in a material breach of any representation, warranty, covenant or
other obligation or agreement of SPAC, under the BCA.


 


The obligations of the SPAC
Holders in this Section 4 shall apply whether or not the SPAC Board or other governing body or any committee, subcommittee or subgroup
thereof recommends any of the SPAC Proposals and whether or not such board or other governing body, committee, subcommittee or subgroup
thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the
SPAC Board’s recommendation to its stockholders.


 


5.  Waiver of
Certain Rights. On behalf of herself, himself, itself and its affiliates:


 


(a) each
SPAC Holder hereby irrevocably and unconditionally agrees not to (i) demand that SPAC redeem its Founder Shares in connection with the
Transactions or (ii) otherwise participate in any such redemption by tendering or submitting any of its Founder Shares for redemption;
and


 


(b) each
SPAC Holder hereby irrevocably and unconditionally (i) waives any rights for working capital loans, if any, made by it or its affiliates
or on its behalf or on behalf of its affiliates to SPAC or any of its affiliates to be converted into warrants exercisable for securities
of SPAC, Holdco or any of their affiliates or their successors and assigns and (ii) agrees that no such loans, if any, shall be converted
into such warrants or any such other securities.


 


6.  Reasonable
Best Efforts. During the Interim Period, each SPAC Holder (i) shall, and shall cause its affiliates to, use reasonable best efforts
to take, or cause to be taken, all actions to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate
the Transactions on the terms and subject to the conditions set forth in the BCA and (ii) shall not, and shall cause its affiliates not
to, take any action that would reasonably be expected to prevent or materially delay the satisfaction of any of the conditions to the
Transactions set forth in Article IX of the BCA.


 






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7.  Transfer
Restrictions.


 


(a) Interim
Period. During the Interim Period, each SPAC Holder shall not, and shall cause any other holder of record of any of such SPAC Holder’s
Founder Shares not to, Transfer any Founder Shares that she, he or it Beneficially Owns without the prior written consent of Holdco; provided,
however, and subject to the obligations set forth in Section 1 and Section 3, that the foregoing sentence shall not
apply to the following (each, a “Permitted Transfer”):


 


(i) Transfers
of Founder Shares or any security convertible into or exercisable or exchangeable for Founder Shares as a bona fide gift or gifts, or
to a charitable organization;


 


(ii) Transfers
of Founder Shares to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner,
parent, sibling, child or grandchild of any Investor or any other person with whom such Investor has a relationship by blood, marriage
or adoption not more remote than first cousin;


 


(iii) If
the undersigned is an individual, Transfers by will or intestate succession upon the death of any Investor;


 


(iv) Transfers
of Founder Shares by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;


 


(v) in
the case of any Sponsor, (A) Transfers to a corporation, partnership, limited liability company, trust, syndicate, association or other
business entity that controls, is controlled by or is under common control or management with such Sponsor and (B) distributions of Founder
Shares to partners, limited liability company members or equityholders who control such Sponsor;


 


(vi) Transfers
to SPAC or the officers, directors or affiliates of SPAC or a SPAC Holder;


 


(vii) in
the event of SPAC’s liquidation;


 


(viii) by
virtue of the laws of the jurisdiction of formation of any Sponsor or any of Sponsor’s limited liability company agreement, limited
partnership agreement or equivalent organizational document, upon dissolution of such Sponsor; and


 


(ix) the
establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for
the transfer of Founder Shares or any securities convertible into or exercisable or exchangeable for Founder Shares during the Interim
Period;


 


provided, that in the case of
any Transfer or distribution pursuant to Section 7(a)(i) through Section 7(a)(viii), each donee, distributee or other transferee
shall agree in writing, in form and substance reasonably satisfactory to the applicable SPAC Holder, the Company and the Holdco to be
bound by the provisions of this Agreement.


 


(b) Notwithstanding
anything to the contrary contained herein, the SPAC Holders shall not Transfer any SPAC Holder’s Founder Share that would result
in such SPAC Holder holding an amount of Founder Shares that is less than the Founder Shares’ portion of the Forfeited Warrants.


 


(c) Any
Transfer in violation of the provisions of this Section 7 shall be null and void ab initio and be of no force or effect.


 


(d) Any
person who acquires Founder Shares pursuant to a Permitted Transfer in compliance with this Agreement shall subsequently be permitted
to Transfer such Founder Shares pursuant to a Permitted Transfer made in compliance with this Agreement.


 






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8.  Private Placement
Warrants Redemption. Each of Kyle P. Bransfield and Juan Sartori, each of whom is an equityholder of a Sponsor and Beneficially Owns
that number of Private Placement Warrants set forth opposite his, her or its name as set forth on Schedule A hereto (the “Investor
Private Placement Warrants”), agrees to, waive Section 6.4 of the SPAC Warrant Agreement concurrently with any redemption pursuant
to Section 6.1 of the SPAC Warrant Agreement after the Closing by Holdco and, exercise all (but not less than all) of his, her or its
Investor Private Placement Warrants in accordance with Section 3.3.1(b) of the SPAC Warrant Agreement.


 


9.  Definitions.
As used herein, the following terms shall have the respective meanings set forth below:


 


(a) “Beneficially
Own” has the meaning given to such term under Rule 13d-3 of the Exchange Act.


 


(b) “Founder
Shares” means each of the SPAC Ordinary Shares held by the Investors or the Sponsors.


 


(c) “Private
Placement Warrants” means each of the SPAC Warrants held by the Investors or the Sponsors.


 


(d) 
“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate, or similarly dispose
of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the
sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest
(including a beneficial interest) in, or the ownership, control or possession of, any interest owned by a person.


 


10.  Entire Agreement;
Assignment; Amendment. This Agreement and the other agreements referenced herein constitute the entire agreement among the parties
with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties,
or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation
of law or otherwise) by any party without the prior express written consent of the other parties hereto. This Agreement may be amended
in writing by all parties hereto by an instrument in writing signed by each of the parties hereto.


 


11.  Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement.


 


12.  Counterparts.
This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.


 


13.  Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions
be consummated as originally contemplated to the fullest extent possible.


 


14.  Governing
Law; Venue; Waiver of Jury Trial. Sections 11.06 and 11.07 of the BCA are incorporated herein by reference, mutatis mutandis.


 


15.  Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt
requested) to (a) if to SPAC or any Sponsor, the address for SPAC in accordance with the terms of Section 11.01 of the BCA, (b) if to
the Company or Holdco, the address for the Company or Holdco in accordance with the terms of Section 11.01 of the BCA and (c) if to the
Investors or the Eligible Company Shareholders, the address set forth in such Investor’s or such Eligible Company Shareholder’s
signature block hereto.


 






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16.  Termination.
This Agreement shall automatically terminate on the earliest of: (a) the valid termination of the BCA (in which case this Agreement
shall be of no force and effect) and (b) the mutual written agreement of the parties hereof; provided, that no such termination
shall relieve any party hereto from any liability resulting from its pre-termination breach of this Agreement.


 


17.  Representations
and Warranties. Each SPAC Holder hereby represents and warrants (severally and not jointly as to herself, himself or itself only)
to SPAC, Holdco, the Eligible Company Shareholders and the Company as follows: (a) if such person is not an individual, it is duly organized,
validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted,
and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within
such person’s corporate, limited liability company or other organizational powers and have been duly authorized by all necessary
corporate, limited liability company or other organizational actions on the part of such person; (b) if such person is an individual,
such person has full legal capacity, right and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(c) this Agreement has been duly executed and delivered by such person and, assuming due authorization, execution and delivery by the
other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such person, enforceable against
such person in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting
creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
and (d) the execution and delivery of this Agreement by such person does not, and the performance by such person of its obligations hereunder
will not require any consent or approval that has not been given or other action that has not been taken by any third party, in each case,
to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such person of its obligations
under this Agreement.


 


18.  Equitable
Adjustments. If, and as often as, there are any changes in SPAC, Holdco, the Founder Shares, the Private Placement Warrants, the Holdco
Ordinary Shares or the Holdco Warrants by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation,
reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions
of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to SPAC,
Holdco, the Founder Shares, the Private Placement Warrants, the Holdco Ordinary Shares or the Holdco Warrants each as so changed.


 


19.  Stop
Transfer Order; Legend. Each SPAC Holder hereby authorizes SPAC and Holdco to maintain a copy of this Agreement at either the executive
office or the registered office of SPAC. In furtherance of this Agreement, each SPAC Holder hereby authorizes and will instruct SPAC and
Holdco, promptly after the date hereof, to enter, or cause its transfer agent to enter, a stop transfer order with respect to all of such
SPAC Holder’s Founder Shares with respect to any Transfer not permitted hereunder and to include the following legend on any certificates
or other instruments representing (or any notice given pursuant to the laws of the Cayman Islands in respect of) such SPAC Holder’s
Founder Shares: “THE SHARES OF STOCK OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING AND TRANSFER
RESTRICTIONS PURSUANT TO THAT CERTAIN TRANSACTION SUPPORT AGREEMENT, DATED AS OF MARCH 31, 2021, BY AND AMONG CRYNSSEN PHARMA GROUP
LIMITED, A private limited liability company registered and incorporated under the laws of Malta,
Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy
of Luxembourg, UNION GROUP INTERNATIONAL HOLDINGS LIMITED, A COMPANY INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS,
UNION ACQUISITION ASSOCIATES II, LLC, A NEW YORK LIMITED LIABILITY COMPANY, UNION ACQUISITION CORP. II, A CAYMAN ISLANDS EXEMPTED COMPANY
and certain other PERSONS partY thereto. ANY TRANSFER OF SUCH SHARES OF STOCK OR OTHER
SECURITIES IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH TRANSACTION SUPPORT AGREEMENT SHALL BE NULL AND VOID AB INITIO AND HAVE NO
FORCE OR EFFECT WHATSOEVER.”


 



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20.  Specific
Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance
with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate
the Transactions) in any court of the United States located in the State of New York without proof of actual damages or otherwise, in
addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties
hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement
under any Law to post security or a bond as a prerequisite to obtaining equitable relief.


 


21.  Interpretation.
The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement. Wherever this Agreement uses “it”, “its” or derivations thereof to
refer to a natural person, such references shall be deemed references to “her”, “him” or “his”, as
applicable.


 


22.  Updates
to Schedule A; Admission of New SPAC Holders. During the Interim Period, each SPAC Holder shall promptly notify SPAC of any increase,
decrease or other change in the number of Founder Shares or Private Placement Warrants held by or on behalf of such SPAC Holder (for the
avoidance of doubt, each SPAC Holder acknowledges and agrees that Section 7(a) prohibits all Transfers of its Founder Shares, other
than Permitted Transfers, during the Interim Period). From and after the Closing, each SPAC Holder shall promptly notify Holdco of any
increase, decrease or other change in the number of Founder Shares or Private Placement Warrants held by or on behalf of such SPAC Holder,
including as a result of a Transfer in compliance with this Agreement. Promptly following each such notification, SPAC or Holdco (as applicable)
shall update Schedule A to reflect the applicable changes as they relate to Founder Shares or Private Placement Warrants (in the
case of an Interim Period change) or Founder Shares (in the case of a post-Closing change), and provide a copy of such updated Schedule
A to each of the parties hereto, and such updated Schedule A shall control for all purposes of this Agreement (unless and until
it is later updated in accordance with this Section 22). Any such update to Schedule A pursuant to this Section 22
shall not be deemed an amendment to this Agreement for purposes of Section 10.


 


23.  Termination
of Existing Registration Rights Agreement. Prior to Closing, in connection with the entry into the Investor Rights and Lock-Up Agreement,
SPAC shall cause to be terminated all existing registration rights agreements entered into between SPAC and any other party, including
the Sponsors but not including any PIPE Investors. No parties to any such terminated registration rights agreements shall have any further
rights or obligations thereunder.


 


24.  Further
Assurances. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument of assignment,
transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested in writing
by another party hereto.


 


[Signature pages follow]


 



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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	CRYNSSEN PHARMA GROUP LIMITED
	 	 
	 	By 	/s/ Ruben Minski
	 	Name:	 Ruben Minski
	 	Title: 	Director
	 	 
	 	Procaps Group, S.A.
	 	 
	 	By 	/s/ Ruben Minski
	 	Name:	 Ruben Minski
	 	Title: 	Director
	 	 
	 	UNION GROUP INTERNATIONAL HOLDINGS LIMITED
	 	 
	 	By 	/s/ Juan Sartori
	 	Name: 	Juan Sartori
	 	Title: 	Chairman
	 	 
	 	UNION ACQUISITION ASSOCIATES II, LLC
	 	 
	 	By 	/s/ Daniel W. Fink
	 	Name: 	Daniel W. Fink
	 	Title: 	Managing Member
	 	 
	 	UNION ACQUISITION CORP. II
	 	 
	 	By	 /s/ Kyle P. Bransfield
	 	Name:	 Kyle P. Bransfield
	 	Title: 	Chief Executive Officer



  


[Signature Page to Transaction Support
Agreement]


 



     


     


    

 





	 	INVESTORS


 


	 	/s/ Juan Sartori
	 	Name: Juan Sartori


 


	 	/s/ Kyle P. Bransfield
	 	Name: Kyle P. Bransfield


 


	 	PENSCO Trust Company for Kyle P. Bransfield as beneficiary
	 	 
	 	/s/ Kyle P. Bransfield
	 	Name: Kyle P. Bransfield
	 	Title: Beneficiary


 


[Signature Page to Transaction Support Agreement]


 



     


     


    

 





	 	Eligible Company Shareholder
	 	 	 
	 	Deseja Trust
	 	 	 
	 	By: Commonwealth Trust Company, solely in its capacity as Trustee, and not in its individual capacity
	 	 	 
	 	Name:	/s/ James A. Horty, III
	 	Title: 	V.P.
	 	Address: 	29 Bancroft Mills Rd.,
	 	 	Wilmington, DE 19806
	 	 	 
	 	Simphony Trust
	 	 	 
	 	By: Commonwealth Trust Company, solely in its capacity as Trustee, and not in its individual capacity
	 	 	 
	 	Name:	/s/ James A. Horty, III
	 	Title: 	V.P.
	 	Address:    	29 Bancroft Mills Rd.,
	 	 	Wilmington, DE 19806
	 	 	 
	 	Sognatore Trust
	 	 	 
	 	By: Caoton Company, S.A., as Trustee
	 	 	 
	 	Name:	/s/ Geoffrey Peter Cone
	 	Title: 	Director
	 	Address: 	Uruguay


 


[Signature Page to Transaction Support Agreement]


 



     


     


    

 


SCHEDULE A


 


	SPAC Holder	 	Founder Shares	 	 	Private Placement Warrants	 
	Union Acquisition Associates II, LLC	 	 	2,352,500	(1)	 	 	3,125,000	 
	Union Group International Holdings Ltd	 	 	2,352,500	(2)	 	 	3,125,000	 
	PENSCO Trust Company for Kyle P. Bransfield as beneficiary	 	 	150,000	 	 	 	0	 
	Juan Sartori(3)	 	 	2,352,500	 	 	 	3,125,000	 
	Kyle P. Bransfield(4)	 	 	2,502,500	 	 	 	3,125,000	 




 


		(1)	Includes 5,000 Founder Shares that will be transferred prior to Closing as agreed between SPAC and Holdco.



		(2)	Includes 5,000 Founder Shares that will be transferred prior to Closing as agreed between SPAC and Holdco.



		(3)	Represents shares held by Union Group International Holdings Limited, an entity controlled by Juan Sartori.



		(4)	Includes shares held by Union Acquisition Associates II, LLC, an entity controlled by Kyle P. Bransfield, and PENSCO Trust Company,
which holds shares for Kyle P. Bransfield as beneficiary.








 






     


     


    

 


SCHEDULE B


 


	Sponsors	 	Private Placement Warrants Forfeited	 
	Union Acquisition Associates II, LLC	 	 	1,437,500	 
	Union Group International Holdings Ltd	 		1,437,500	 
	Total	 	 	2,875,000	 




 



     


     


    

 


SCHEDULE C


 


	Eligible Company Shareholders	 	Holdco Ordinary Shares	 
	Simphony Trust	 	 	2,794,372	 
	Deseja Trust	 	 	2,794,372	 
	Sognatore Trust	 		4,875,868	 
	Total	 	 	10,464,612	 




 



     


     


    

 





SCHEDULE D


 


	Sponsors	 	Holdco Ordinary Shares	 
	 	 	 	 
	Union Acquisition Associates II, LLC	 	 	625,000	 
	Union Group International Holdings Ltd	 	 	625,000	 
	Total	 	 	1,250,000	 



 



     


     


    

 


SCHEDULE E


 


	Sponsors	 	Holdco Warrants	 
	 	 	 	 
	Union Acquisition Associates II, LLC	 	 	1,437,500	 
	Union Group International Holdings Ltd	 	 	1,437,500	 
	Total	 	 	2,875,000	 



 









     


     


    

 


Schedule
1


 




Release and Distribution of ECS Holdco Escrow
Shares


 


The ECS Holdco Escrow Shares to be deposited into
the escrow account of the ECS Escrow Agent pursuant to the terms of this Transaction Support Agreement (the “Agreement”)
shall be held by the ECS Escrow Agent and disbursed in accordance with this Schedule 1, which shall be reflected in the ECS Escrow Agreement.
Capitalized terms used in this Schedule 1 of the Agreement shall have the respective meanings given to them in the Agreement, including
in any other of its Schedules, or if not defined thereunder, in this Schedule 1 of the Agreement.


 


1. First
Level Release Target. The ECS Escrow Agent shall hold 5,232,306 ECS Holdco Escrow Shares (the “First Level ECS Escrow Shares”)
until the earlier to occur of (a) the date on which the closing price of the Holdco Ordinary Shares on the Nasdaq Stock Market equals
or exceeds $12.50 per Holdco Ordinary Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-day trading period (the “First Level Release Target”), or (b) the date
that is the tenth (10th) anniversary of the Closing (the “Ten Year Expiration Date”).


 


2. Second
Level Release Target. The ECS Escrow Agent shall hold 5,232,306 ECS Holdco Escrow Shares (the “Second Level ECS Escrow Shares”)
until the earlier to occur of (a) the date on which the closing price of the Holdco Ordinary Shares on the Nasdaq Stock Market equals
or exceeds $13.00 per Holdco Ordinary Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-day trading period (the “Second Level Release Target”), or (b) the Ten
Year Expiration Date.


 


3. Disbursement
of First Level ECS Escrow Shares. If the First Level Release Target is achieved before the Ten Year Expiration Date, then within three
(3) business days thereafter the ECS Escrow Agent shall (subject to costumery escrow notification provisions) release the First Level
ECS Escrow Shares as follows:


 


	Eligible Company Shareholder	 	First Level ECS Escrow Shares	 
	Simphony Trust	 	 	1,397,186	 
	Deseja Trust	 	 	1,397,186	 
	Sognatore Trust	 	 	2,437,934	 




 


4. Disbursement
of Second Level ECS Escrow Shares. If the Second Level Release Target is achieved before the Ten Year Expiration Date, then within
three (3) business days thereafter the ECS Escrow Agent shall (subject to costumery escrow notification provisions) release the Second
Level ECS Escrow Shares as follows:


 


	Eligible Company Shareholder	 	Second Level ECS Escrow Shares	 
	Simphony Trust	 	 	1,397,186	 
	Deseja Trust	 	 	1,397,186	 
	Sognatore Trust	 	 	2,437,934	 



  


5. Automatic
Release. Notwithstanding the terms set forth above, if after the Closing Date, Holdco shall consummate a liquidation, merger, stock
exchange or other similar transaction which results in all of the holders having the right to exchange their Holdco Ordinary Shares for
cash, securities or other property, then the ECS Escrow Agent shall (subject to customary escrow notification provisions) promptly release
all the ECS Holdco Escrow Shares to the Eligible Company Shareholders in accordance with the terms set forth in Sections 3 and 4 of this
Schedule 1.


 


6. Cancellation.
On the Ten Year Expiration Date, any ECS Holdco Escrow Shares that, in accordance with the terms of Sections 3, 4 and 5 of this Schedule
1, have not been released and remain in escrow, shall be released by the ECS Escrow Agent to Holdco for cancellation.


 


7. Voting
Rights. As long as the ECS Holdco Escrow Shares are held in escrow pursuant to the terms of the ECS Escrow Agreement, the Eligible
Company Shareholders shall retain all of their voting rights as shareholders of Holdco with respect to the ECS Holdco Escrow Shares.


 


8. Dividends
and Other Distributions. As long as the ECS Holdco Escrow Shares are held in escrow pursuant to the terms of the ECS Escrow Agreement,
all dividends payable, whether in cash, stock or other non-cash property with respect to the ECS Holdco Escrow Shares shall be delivered
to the ECS Escrow Agent to hold and distribute in the same manner as the ECS Holdco Escrow Shares shall be held and distributed pursuant
to this Schedule 1 and the Agreement.


 



     


     


    

 


Schedule
2


 


Release and Distribution of Sponsor Holdco Escrow
Shares

 


The Sponsor Holdco Escrow Shares to be deposited
into the escrow account of the Sponsor Escrow Agent pursuant to the terms of this Transaction Support Agreement (the “Agreement”)
shall be held by the Sponsor Escrow Agent and disbursed in accordance with this Schedule 2 (subject to any other applicable lock-up),
which shall be reflected in the Sponsor Escrow Agreement or Sponsor Escrow Amendment, as applicable. Capitalized terms used in this Schedule
2 of the Agreement shall have the respective meanings given to them in the Agreement, including in any other of its Schedules, or if not
defined thereunder, in this Schedule 2 of the Agreement.


 


1. First
Level Release Target. The Sponsor Escrow Agent shall hold 625,000 Sponsor Holdco Escrow Shares (the “First Level Sponsor
Escrow Shares”) until the earlier to occur of (a) the First Level Release Target, or (b) Ten Year Expiration Date.


 


2. Second
Level Release Target. The Sponsor Escrow Agent shall hold 625,000 Sponsor Holdco Escrow Shares (the “Second Level Sponsor
Escrow Shares”) until the earlier to occur of (a) the Second Level Release Target, or (b) the Ten Year Expiration Date.


 


3. Disbursement
of First Level Sponsor Escrow Shares. If the First Level Release Target is achieved before the Ten Year Expiration Date, then within
three (3) business days thereafter the Sponsor Escrow Agent shall (subject to costumery escrow notification provisions) release the First
Level Sponsor Escrow Shares as follows:


 


	Sponsor	 	First Level Sponsor Escrow Shares	 
	 	 	 	 
	Union Acquisition Associates II, LLC	 	 	312,500	 
	Union Group International Holdings Ltd	 	 	312,500	 



 


4. Disbursement
of Second Level Sponsor Escrow Shares. If the Second Level Release Target is achieved before the Ten Year Expiration Date, then within
three (3) business days thereafter the Sponsor Escrow Agent shall (subject to costumery escrow notification provisions) release the Second
Level Sponsor Escrow Shares as follows:


 


	Sponsor	 	Second Level Sponsor Escrow Shares	 
	 	 	 	 
	Union Acquisition Associates II, LLC	 	 	312,500	 
	Union Group International Holdings Ltd	 	 	312,500	 



 


5. Automatic
Release. Notwithstanding the terms set forth above, if after the Closing Date, Holdco shall consummate a liquidation, merger, stock
exchange or other similar transaction which results in all of the holders having the right to exchange their Holdco Ordinary Shares for
cash, securities or other property, then the Sponsor Escrow Agent shall (subject to customary escrow notification provisions) promptly
release all the Sponsor Holdco Escrow Shares to the Sponsors in accordance with the terms set forth in Sections 3 and 4 of this Schedule
2.


 


6. Cancellation.
On the Ten Year Expiration Date, any Sponsor Holdco Escrow Shares that, in accordance with the terms of Sections 3, 4 and 5 of this Schedule
2, have not been released and remain in escrow, shall be released by the Sponsor Escrow Agent to Holdco for cancellation.


 


7. Voting
Rights. As long as the Sponsor Holdco Escrow Shares are held in escrow pursuant to the terms of the Sponsor Escrow Agreement or Sponsor
Escrow Amendment, as applicable, the Sponsors shall retain all of their voting rights as shareholders of Holdco with respect to the Sponsor
Holdco Escrow Shares.


 


8. Dividends
and Other Distributions. As long as the Sponsor Holdco Escrow Shares are held in escrow pursuant to the terms of the Sponsor Escrow
Agreement or Sponsor Escrow Amendment, as applicable, all dividends payable, whether in cash, stock or other non-cash property with respect
to the Sponsor Holdco Escrow Shares shall be delivered to the Sponsor Escrow Agent to hold and distribute in the same manner as the Sponsor
Holdco Escrow Shares shall be held and distributed pursuant to this Schedule 2 and the Agreement.






     


     


    

 


Schedule
3


 





Release and Distribution of Holdco Escrow Warrants




 


The Sponsor Holdco Escrow Warrants to be deposited
into the escrow account of the Sponsor Escrow Agent pursuant to the terms of this Transaction Support Agreement (the “Agreement”)
shall be held by the Sponsor Escrow Agent and disbursed in accordance with this Schedule 3 (subject to any other applicable lock-up),
which shall be reflected in the Sponsor Escrow Agreement or Sponsor Escrow Amendment, as applicable. Capitalized terms used in this Schedule
3 of the Agreement shall have the respective meanings given to them in the Agreement, including in any other of its Schedules, or if not
defined thereunder, in this Schedule 3 of the Agreement.


 


1. First
Level Release Target. The Sponsor Escrow Agent shall hold 1,437,500 Sponsor Holdco Escrow Warrants (the “First Level Sponsor
Escrow Warrants”) until the earlier to occur of (a) the First Level Release Target, or (b) the date that is the fifth (5th)
anniversary of the Closing (the “Five Year Expiration Date”).


 


2. Second
Level Release Target. The Sponsor Escrow Agent shall hold 1,437,500 Sponsor Holdco Escrow Warrants (the “Second Level Sponsor
Escrow Warrants”) until the earlier to occur of (a) the Second Level Release Target, or (b) the Five Year Expiration Date.


 


3. Disbursement
of First Level Sponsor Escrow Warrants. If the First Level Release Target is achieved before the Five Year Expiration Date, then within
three (3) business days thereafter the Sponsor Escrow Agent shall (subject to costumery escrow notification provisions) release the First
Level Sponsor Escrow Warrants as follows:


 


	Sponsor	 	First Level Sponsor Escrow Warrants	 
	 	 	 	 
	Union Acquisition Associates II, LLC	 	 	718,750	 
	Union Group International Holdings Ltd	 	 	718,750	 



 


4. Disbursement
of Second Level Sponsor Escrow Warrants. If the Second Level Release Target is achieved before the Five Year Expiration Date, then
within three (3) business days thereafter the Sponsor Escrow Agent shall (subject to costumery escrow notification provisions) release
the Second Level Sponsor Escrow Warrants as follows:


 


	Sponsor	 	Second Level Sponsor Escrow Warrants	 
	 	 	 	 
	Union Acquisition Associates II, LLC	 	 	718,750	 
	Union Group International Holdings Ltd	 	 	718,750	 



 


5. Automatic
Release. Notwithstanding the terms set forth above, if after the Closing Date, Holdco shall consummate a liquidation, merger, stock
exchange or other similar transaction which results in all of the holders having the right to exchange their Holdco Warrants for cash,
securities or other property, then the Sponsor Escrow Agent shall (subject to customary escrow notification provisions) promptly release
all the Sponsor Holdco Escrow Warrants to the Sponsors in accordance with the terms set forth in Sections 3 and 4 of this Schedule 3.


 


6. Cancellation.
On the Five Year Expiration Date, any Sponsor Holdco Escrow Warrants that, in accordance with the terms of Sections 3, 4 and 5 of this
Schedule 3, have not been released and remain in escrow, shall be released by the Sponsor Escrow Agent to Holdco for cancellation.