Exhibit 4.45


 


EXPORT PREPAYMENT FACILITY AGREEMENT


 


dated as of


 


November 5, 2014


 


by and among


 


ADECOAGRO VALE DO IVINHEMA S.A


 


as the Borrower,


 


ADECOAGRO BRASIL PARTICIPAÇÕES
S.A.


 


and


 


USINA MONTE ALEGRE LTDA.


 


as the Guarantors,


 


ING CAPITAL LLC


 


and


 


RABOBANK CURAÇAO N.V.


 


as the Mandated Lead Arrangers and Bookrunners,


 


ING BANK N.V.


 


as the Administrative Agent & Collateral
Agent,


 


ING BANK N.V., SÃO PAULO BRANCH


 


as the Brazilian Collateral Agent


 


and


 


THE LENDERS


hereto


 




     


     


    

 


EXECUTION VERSION


 


EXPORT PREPAYMENT FINANCE AGREEMENT


 


EXPORT PREPAYMENT
FINANCE AGREEMENT dated as of November 5, 2014 (the “Execution Date”) and executed by and among
Adecoagro Vale do Ivinhema S.A., a Brazilian corporation with its headquarters at Estrada Continental, km 15, Fazenda
Takuarê, s/n, Zona Rural, in the city of Angélica, state of Mato Grosso do Sul, Brazil, enrolled with the
Brazilian Corporate Taxpayer Registry (CNPJ/MF) under No. 07.903.169/0001-09 (the
“Borrower”); Adecoagro Brasil Participações S.A., a Brazilian corporation with its
headquarters at Rua Iguatemi, 192, 12o andar, in the city of São Paulo, state of São Paulo, Brazil,
enrolled with the Brazilian Corporate Taxpayer Registry (CNPJ/MF) under No. 07.835.579/0001-51
(“Participações”); Usina Monte Alegre Ltda., a Brazilian limited liability company with its
headquarters at Fazenda Monte Alegre, s/n, in the city of Monte Belo, state of Minas Gerais, Brazil, enrolled with the
Brazilian Corporate Taxpayer Registry (CNPJ/MF) under No. 22.587.687/0001-46 (“Monte Alegre” and together
with Participações, each a “Guarantor” and collectively, the
“Guarantors”); ING Bank N.V., a banking corporation duly organized and existing under the laws of The
Netherlands, with registered address at Bijlmerplein 888 (ING House), 1102 MG Amsterdam, The Netherlands, in the capacity of
Administrative Agent for the Lenders (the “Administrative Agent”) and in the capacity of Collateral Agent
for the Lenders (the “Collateral Agent”); ING Bank N.V., São Paulo Branch, a financial institution
organized and existing under the laws of the Netherlands, acting through its São Paulo Branch, organized and existing
under the laws of the Federative Republic of Brazil, and located at Avenida Presidente Juscelino Kubitschek, 510,
3rd floor, São Paulo, SP, Brazil (the
“Brazilian Collateral Agent”); ING Capital LLC, a company organized under the laws of the State of New
York, with its offices at 1325 Avenue of the Americas, New York, New York, United States of America and Rabobank
Curaçao N.V., a financial institution organized and existing under the laws of Curaçao, with offices at
Zeelandia Office Park, Kaya W.F.G. Mensing 14, Willemstad, Curaçao, as the bookrunners and mandated lead arrangers
(together, the “Lead Arrangers” and individually, each a “Lead Arranger”); and the
lenders listed on the signature pages hereof and each lender that becomes a “Lender” after the Execution
Date pursuant to Section 11.1 hereof (individually, a “Lender” and, collectively, the
“Lenders”).


 


WHEREAS:


 


		A.	The Borrower desires to obtain loans in the aggregate principal amount of up to US$160,000,000.00
(One Hundred Sixty Million Dollars) which the Borrower will repay through the proceeds of exports of Goods (as defined below).



 


		B.	The Guarantors are willing to guaranty the obligations of the Borrower to the Lenders in respect
of the loans and to make certain representations, warranties and covenants to the Lenders for purposes of inducing them to make
the loans to the Borrower.



 


		C.	On the basis of the terms and conditions specified in this Agreement, the Lenders are willing to
make the loan arrangements described herein.



 




     


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


NOW, THEREFORE, the parties hereto hereby agree
as follows:


 


		1.	DEFINITIONS



 


		1.1	CERTAIN DEFINITIONS.
Unless otherwise defined above, capitalized terms used in this Agreement shall have the following meanings assigned to them:



 


Adecoagro Group
means any and/or all of the Borrower, either Guarantor and/or any existing and/or future Subsidiary of any of those companies located
in Brazil, as the case may be.


 


Adjusted EBITDA
means EBITDA minus or plus changes in the fair value of biological assets unrealized, all as determined in accordance with GAAP.


 


Adjusted Repayment Amount
means, as to any date of determination within any calendar year, the aggregate principal amount of the Loans remaining to be repaid
during such calendar year minus the amount of Cash then held in the Collection Account.


 


Administrative Agent’s
Account means the account detailed below or such other account as the Administrative Agent may from time to time specify
in writing to the Borrower and the Lenders.


 


	Corresponding Bank:	JPMorgan Chase Bank – New York – N.Y. – U.S.A. 
	Swift address:	CHASUS33
	ABA no.:	021000021
	Beneficiary’s name:	ING Financial Services LLC Loan Services on behalf of and for the benefit of ING Bank NV (Amsterdam Service Center)
	Account number:	066709547
	Reference:	Adecoagro, 2014


 


Affiliate means
any Person directly or indirectly controlling, controlled by, or under common control with, any other Person. For this purpose,
“control” of any Person means the ability, directly or indirectly, to direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.


 


Agent means the
Administrative Agent, the Collateral Agent and/or the Brazilian Collateral Agent, as the case may be, and Agents means the Administrative
Agent, the Collateral Agent and the Brazilian Collateral Agent.


 


Agent Indemnified Party
has the meaning ascribed to it in Section 10.7.


 


Agreement  means
this Export Prepayment Finance Agreement, its Annexes, Exhibits and Schedules, as such may be amended, varied, novated, supplemented
or otherwise modified from time to time.


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Agricultural and Mercantile
Pledge Agreement means the agreement or agreements (“Instrumento Particular de Penhor Agrícola e Mercantil”)
providing for the pledge of sugar cane and resulting Goods by the Borrower to the Administrative Agent and the Brazilian Collateral
Agent, for the benefit of the Lenders, substantially in the form of Annex G hereto, to be duly executed by the parties thereto,
as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.


 


Agropecuária means
Adeco Agropecuária Brasil Ltda., a Brazilian limited liability company, enrolled with the Brazilian Corporate Taxpayer Registry
(CNPJ/MF) under No. 07.035.004/0001-54


 


Alternative Rate
means, for any Interest Period, an interest rate per annum equal to the weighted average cost of funds of the Lenders of making,
funding or maintaining the Loans, determined on the Interest Rate Determination Date prior to the first day of the relevant Interest
Period.


 


Applicable Margin
means 4.40% per annum.


 


ASA means Adecoagro
S/A, a corporation established and incorporated in Luxembourg, registered with the Luxembourg tax authorities under No. 2010 2212
089, which, as of the Execution Date, is the beneficial owner of and controls (either directly or indirectly) approximately 96%
of the Capital Stock of each of the Borrower and each Guarantor.


 


Assets mean, for
any Person, all assets of such Person that have been or should be recorded as such in accordance with GAAP.


 


Assignment and Acceptance
means an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in substantially
the form of Annex C hereto.


 


Assignment and Security
Agreement means the Assignment and Security Agreement of even date herewith among the Collateral Agent, the Borrower and
the Importer pursuant to which each of the Borrower and the Importer grants to the Collateral Agent for the benefit of the Lenders
a first priority security interest in all of its right, title and interest in the U.S. Collateral and the proceeds thereof, as
such agreement may be amended, varied, novated, supplemented or otherwise modified from time to time in accordance with the terms
thereof and hereof.


 


Availability Period means
the period commencing on the Execution Date and ending on (and including) the date that is one hundred (100) days thereafter.


 


Bank Debt means,
with respect to any Person, the sum of (a) all indebtedness of such Person to financial institutions in respect of borrowed money
or advances including, but not limited to, obligations in connection with acceptance facilities


 




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and letter of credit facilities,
(b) all payment obligations, contingent or otherwise, of such Person evidenced by bonds, debentures, notes, CPRs (“Cédula
de Produto Rural”) or CDCAs (“Certificado de Direitos Creditórios do Agronegócio”) or
other similar securities, (c) net liabilities arising under derivative transactions, repurchase agreements or hedging transactions,
and (d) all payment obligations of such Person as lessee under leases which shall have been or ought to be, in accordance with
GAAP, recorded as capital leases.


 


Borrower - See
Preamble.


 


Brazil means the
Federative Republic of Brazil.


 


Brazilian Collateral Agent
– See Preamble.


 


Break Funding Costs
means, with respect to any circumstances provided for in Sections 2.11, 2.13 and 2.15, the amount (if any) of any "broken
funding" or hedge liquidation costs and any loss premium, penalty or expense paid or payable by the relevant Lender, in any
such case that may be incurred in liquidating or reemploying funds obtained by such Lender to terminate deposits of or borrowings
from third parties in order to make, maintain or fund all or any part of the Loans.


 


Business Day means
a day, other than a Saturday or Sunday, on which commercial banks and other financial institutions are not required or authorized
to close in (a) New York, New York, United States of America, (b) Amsterdam, the Netherlands, (c) São Paulo, SP, Brazil,
(d) Angélica, MS, Brazil, (e) Ivinhema, MS, Brazil, and/or (f) Campo Grande, MS, Brazil.


 


Capital Stock
means any and all shares, quotas, interests, participations or other equivalents (however designated) of capital stock of a legal
entity, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to
purchase any of the foregoing.


 


Cash means, as
to any Person, at any time, the aggregate of all paper currency and coins, negotiable money orders and checks, bank balances (including
any investments made from current accounts with immediate liquidity), cash investments with immediate liquidity and marketable
securities which are immediately redeemable.


 


Change in Law
means the occurrence, after the Execution Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not
having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or


 




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directives thereunder or issued
in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.


 


Change of Control
means that ASA shall cease to (a) own beneficially and control (either directly or indirectly) more than 50% of the Borrower’s
issued and outstanding Capital Stock having the right to vote or other equity interests (or securities convertible into equity
interests) in the Borrower having the right to vote, and/or (b) have the power (whether by ownership of Capital Stock, contract
or otherwise) to control the management or policies of the Borrower and/or (c) own beneficially and control (either directly or
indirectly) more than 50% of Participações’ issued and outstanding Capital Stock having the right to vote or
other equity interests (or securities convertible into equity interests) in Participações having the right to vote,
and/or (d) have the power (whether by ownership of Capital Stock, contract or otherwise) to control the management or policies
of Participações and/or (e) own beneficially and control (either directly or indirectly) more than 50% of Monte Alegre’s
issued and outstanding Capital Stock having the right to vote or other equity interests (or securities convertible into equity
interests) in Monte Alegre having the right to vote, and/or (f) have the power (whether by ownership of Capital Stock, contract
or otherwise) to control the management or policies of Monte Alegre.


 


Code means the
Internal Revenue Code of 1986.


 


Collateral means
all the collateral pledged or assigned or purported to be pledged or assigned pursuant to the Security Agreements.


 


Collateral Agent
– See Preamble.


 


Collateral Amount
has the meaning ascribed to it in Section 5(l)(ii) hereof.


 


Collateral Monitoring
Agreement means the agreement or agreements among the Borrower, the Collateral Monitoring Agent, and the Brazilian Collateral
Agent of approximately even date herewith providing for the inspection, monitoring of and reporting on (as set forth more fully
in such agreement) the quantity, condition and harvesting of the sugar cane, as well as the quantity of the resulting Goods, all
as pledged pursuant to the Agricultural and Mercantile Pledge Agreement.


 


Collateral Monitoring
Agent means any of Control Union Warrants Ltda., SGS do Brasil Ltda., or any other international inspection company acceptable
to the Required Lenders in their sole discretion.


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Collection
Account means account nr. NL51 INGB 0020 1279 60 of the Borrower held with the Collateral Agent in Amsterdam, the Netherlands,
or such other account as may be designated in writing as such to the Administrative Agent, the Lenders and the Borrower by the
Collateral Agent.


 


Collection Account Pledge
Agreement means the deed of disclosed pledge over collection account receivables governed by the laws of the Netherlands,
of even date herewith, between the Collateral Agent and the Borrower pursuant to which the Borrower grants to the Collateral Agent
for the benefit of the Lenders a first priority security interest in all of its right, title and interest in the Collection Account,
and the proceeds thereof, as such agreement may be amended, varied, novated, supplemented or otherwise modified from time to time
in accordance with the terms thereof and hereof.


 


Commitment means,
with respect to any Lender, the amount set forth opposite such Lender’s name in Schedule 1, as amended from time to
time in accordance with this Agreement or, if such Lender has entered into an Assignment and Acceptance, set forth for such Lender
in such Assignment and Acceptance as such Lender’s Commitment, and recorded in the Register maintained by the Administrative
Agent as such Lender’s Commitment.


 


Commitment Fee
has the meaning ascribed to it in Section 2.1(c).


 


CONSECANA means
the Conselho dos Produtores de Cana-de-açúcar, Açúcar e Álcool.


 


Credit Documents
means this Agreement, the Notes, the Security Agreements, the Fee Letter and any other documents and/or agreements delivered or
entered into in connection with any of the foregoing.


 


CVM means the
Brazilian Securities Commission (Comissão de Valores Mobiliários) or, if at any time after the date hereof
such commission is not existing and performing substantially the duties performed by it on the date hereof, then the body performing
such duties at such time.


 


Default  means
an Event of Default or event or condition that, but for the requirement that time elapse, notice be given or a determination be
made hereunder, or any combination thereof, would constitute an Event of Default.


 


Disbursement Account
means the account specified by the Borrower in each Notice of Drawdown as the account to which the proceeds of each Drawdown should
be disbursed.


 


Dollars, U.S. Dollars
and the designation US$ each means the lawful currency of the United States of America.


 




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Drawdown means,
for any Loan, the crediting by the Administrative Agent of the principal amount thereof in accordance with the instructions in
the relevant Notice of Drawdown.


 


Drawdown Date
means, for any Loan, the date of the relevant Drawdown.


 


EBITDA means,
with respect to any Person, for any period, (a) net sales, minus (b) cost of goods and services sold, plus or minus (c) the changes
in the fair value of biological assets and agricultural produce, minus (d) administrative, general and sales expenses, plus (e)
the result of other net operating income, plus (f) any depreciation or amortization included in the cost of goods and services
sold or in the administrative, general and sales expenses, all as determined in accordance with GAAP.


 


Economic and Trade Sanctions
and Anti-Terrorism Laws means any laws relating to economic or trade sanctions, terrorism or money laundering, including
without limitation Executive Order 13224, the Patriot Act, the regulations administered by OFAC, the Trading with the Enemy Act
(12 U.S.C. §95), and the International Emergency Economic Powers Act (50 U.S.C. §1701-1707).


 


Effective Coverage Ratio
has the meaning ascribed to it in Section 5(l)(i).


 


Eligible Off-takers means
those importers of Goods listed on Schedule 2 hereto, as such Schedule 2 may be updated by the Administrative Agent from time to
time upon written notice from the Lenders, or upon the Borrower’s written request (but in such case, subject to written approval
by the Lenders), provided that such importer (a) is located in an OECD Country and (b) is not a Sanctioned Person, nor located
in an Ultra High-Risk Country. Upon approval of any new Eligible Off-taker as provided herein the Administrative Agent is authorized
by the parties hereto to update Schedule 2 hereto and, upon making such update, the Administrative Agent shall provide copies of
such updated Schedule 2 to the parties hereto.


 


Eligible Off-taker Material
Adverse Effect means, with respect to any Eligible Off- taker, in each case as reasonably determined by the Required Lenders,
a material adverse effect on the business, operations, Property, or financial condition of such Eligible Off-taker occurring after
the Execution Date or, in the case of any Person that becomes an Eligible Off-taker after the Execution Date, after the date such
Person becomes an Eligible Off-taker and, in all cases, if an Eligible Off-taker becomes a Sanctioned Person or located in an Ultra
High Risk Country at any time then it shall immediately constitute an “Eligible Off-taker Material Adverse Effect”
and the ten (10) day notice period set forth in Section 5(l) shall not be applicable.


 


Environmental Laws
means any and all national, state, provincial or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees
or requirements of any Governmental Authority relating to or imposing liability or standards of


 




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conduct concerning pollution
or protection of human health or the environment, as now or may at any time hereafter be in effect.


 


Event of Default
has the meaning ascribed to it in Section 7.


 


Execution Date
- See Preamble.


 


Export Contract
means any contract entered into by and between the Borrower and the Importer, pursuant to which the Borrower sells Goods to the
Importer, with terms and conditions (including but not limited to payment and delivery terms) appropriate to support the shipments
that will be required under the Off-take Contracts to which the Importer is a party, and in form and substance acceptable to the
Collateral Agent, and for which the Collateral Agent has received a notice and acknowledgement of such assignment to it from each
of the Borrower and the Importer.


 


Export Contract Collateral
Amount has the meaning ascribed to it in Section 5(l)(iii).


 


Export Receivables
means all amounts due to the Borrower or the Importer from


Eligible Off-takers for sales
of Goods under Off-take Contracts.


 


Facility Amount
means US$160,000,000.00.


 


FATCA means Sections
1471 through 1474 of the Code, as of the Execution Date (or any amended or successor version that is substantively comparable and
not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.


 


FATCA Deduction
means a deduction or withholding from a payment under a Credit Document required by FATCA.


 


FATCA Exempt Party
means a Person that is entitled to receive payments free from any FATCA Deduction.


 


FATCA FFI means
a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Person is not a FATCA Exempt Party,
could be required to make a FATCA Deduction.


 


Fee Letter means
each of the letters among the Borrower and each of the Lead Arrangers, the Administrative Agent and each of the Lenders, dated
as of the Execution Date, setting forth the agreement of the Borrower to pay certain fees and/or expenses to those parties.


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Final Maturity Date
means December 30, 2018. In the event that the Final Maturity Date shall be a day that is not a Business Day, then such Final Maturity
Date shall be the next preceding day that is a Business Day.


 


Financial Statements
has the meaning ascribed to it in Section 3(h).


 


FX Rate means
the foreign currency exchange rate for US$/R$, for sales, at closing time on each applicable date, as published by the Central
Bank of Brazil on its website http://www.bcb.gov.br/pt-br/paginas/default.aspx, or any webpage which substitutes such page.


 


GAAP means generally
accepted accounting principles in Brazil, which are based on the Brazilian corporation law, the rules and regulations issued by
the CVM and the accounting standards issued by the Federal Accounting Board (Conselho Federal de Contabilidade – CPC),
in each case as in effect from time to time.


 


Goods means sugar
and/or ethanol.


 


Governing Documents
of any Person means the charter and by-laws, articles of incorporation or other organizational or governing documents of such Person,
including all shareholder agreements.


 


Governmental Approval
means any consent, license, approval, order, authorization, exemption, registration, filing, opinion or declaration from or with,
notice to, or any other action by or in respect of, as the case may be, any Governmental Authority.


 


Governmental
Authority means any nation or government, any state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority), any supranational authority (including the European Union and the European Central Bank) and
any entity exercising executive, legislative, judicial, regulatory or administrative authority of or pertaining to government
(whether such authority is recognized as a de jure government or is a de facto government).


 


Guaranteed Obligations
has the meaning ascribed to it in Section 9.1.


 


Guarantor - See
Preamble.


 


Hazardous Materials
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


ICE means the Intercontinental Exchange. 


 




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ICE Futures Settlement
Price means on any day in relation to sugar for delivery in any month, the price (in US$ cents per pounds weight) for delivery
of sugar in that month, or where no price is shown for that month, for delivery in the next succeeding month for which a price
is shown, in each case as quoted on the Intercontinental Exchange Sugar Nr. 11 Contract Futures Price screen, in the “Last”
column.


 


Importer means
Agroglobal S.A., a corporation duly organized under the laws of Uruguay and registered at the Uruguayan R.U.C. (Registro Único
de Contribuyente) under No. 21 575900 0019.


 


Importer Material Adverse
Effect means, with respect to the Importer, in each case as reasonably determined by the Required Lenders,


 


		(a)	a material adverse effect on the business, operations, Property, or financial condition of the
Importer occurring after the Execution Date;



 


		(b)	the Importer or any of its officers has made any representation or warranty in or in any other
writing furnished pursuant to or in connection with the Assignment and Security Agreement which shall prove to have been false,
incorrect or misleading in any material respect on the date when made or deemed made;



 


		(c)	the Importer has failed to duly observe or perform any covenant, agreement or obligation contained
in the Assignment and Security Agreement or any other instrument or document delivered in connection therewith;



 


		(d)	The Importer has (i) generally not, or been unable to, or has admitted in writing its inability
to, pay its debts as such debts become due; (ii) made an assignment for the benefit of creditors, or petitioned or applied to any
tribunal for the appointment of a custodian, receiver, trustee or other similar official for it or any substantial part of its
Assets; (iii) commenced any proceeding under any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution,
winding-up or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (iv) had any such petition or
application (as described in (ii) above) filed or any such proceeding (as described in (iii) above) has been commenced, against
it, in which an adjudication or appointment is made or order for relief is entered, or which petition, application or proceeding
is not dismissed within 45 (forty-five) days of such filing or commencement; (v) proposed to any creditor or any group of creditors
of the same nature and subject to the same payment conditions, any out-of-court reorganization plan, regardless of its confirmation
by the relevant court; (vi) filed for court reorganization, regardless of whether such request is granted by the relevant court;
or (vii) by any act or omission indicated its consent to, approval of or acquiescence in any such petition, application or proceeding
or order



 




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for relief or the appointment of a custodian, receiver
or trustee for all or any substantial part of its Property;


 


		(e)	any material provision of the Assignment and Security Agreement as related to the Importer has
ceased, for any reason other than with the agreement of the Lenders or satisfaction in full of all the Obligations, to be in full
force and effect, or the Importer shall so assert; or the Importer has asserted that it does not have any liability under the Assignment
and Security Agreement; or the Assignment and Security Agreement has ceased in any material respect to give the Collateral Agent
the Liens, rights, powers and privileges purported to be created thereby (including first priority perfected security interests
in, and Liens on, all of the Collateral subject thereto) or the validity or enforceability of the Liens granted, to be granted,
or purported to be granted, by the Assignment and Security Agreement has been contested by the Importer; and/or



 


		(f)	the Importer has become a Sanctioned Person, provided that in the case of this item (f) only, the
ten (10) day notice period set forth in Section 5(l) shall not be applicable.






 


Indebtedness means,
as to any Person, without duplication, (a) all indebtedness of such Person in respect of (i) borrowed money or advances including,
but not limited to, obligations in connection with acceptance facilities and letter of credit facilities, and (ii) the deferred
purchase price of Property or services, (b) all payment obligations, contingent or otherwise, of such Person evidenced by bonds,
debentures, notes, CPRs (“Cédula de Produto Rural”) or CDCAs (“Certificado de Direitos Creditórios
do Agronegócio”) or other similar securities, (c) all direct or indirect guarantees of such Person in respect
of, and all obligations (contingent or otherwise) of such Person to any other Person for, borrowed money or for the deferred purchase
price of Property or services, (d) all obligations of such Person as lessee under leases which shall have been or ought to be,
in accordance with GAAP, recorded as capital leases, (e) all indebtedness of another Person secured by a Lien on any Property owned
by such Person, whether or not such Person has assumed or otherwise become liable for the payment thereof, and (f) net liabilities
arising under derivative transactions, repurchase agreements or hedging transactions. The Indebtedness of any Person shall include
the Indebtedness of any other Person to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such Person, except to the extent the terms of such Indebtedness provide that such Person
is not liable therefor.


 


Indemnified Costs
has the meaning ascribed to it in Section 10.7.


 


Indemnified Parties
has the meaning ascribed to it in Section 11.14(a).


 


Interest Coverage Ratio
means, as to any Person and at any date of determination, the ratio of such Person’s Adjusted EBITDA to such Person’s
Net Financial


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Expenses, in each case as shown
in such Person’s financial statements as at the end of the most recently terminated fiscal year.


 


Interest Expense means,
with respect to any Person and for any period, the expenses of such Person incurred during such period in relation to such Person’s
Indebtedness, including, without limitation, all interest, commissions, discounts and other fees and charges payable with respect
to letters of credit, surety bonds, bank financing, bond discount and losses on derivatives but excluding losses on foreign exchange,
all determined in accordance with GAAP.


 


Interest Payment Date
 means each March 30, June 30, September 30 and December 30. In the event that an Interest Payment Date shall be a day
that is not a Business Day, then such Interest Payment Date shall be the next succeeding day that is a Business Day.


 


Interest Period
means, for each Loan, (a) initially, the period commencing on the Drawdown Date thereof and ending on (but not including) the Interest
Payment Date falling on March 30, 2015, and (b) then, each period commencing on the last day of the immediately preceding Interest
Period and ending on the next Interest Payment Date; provided, however, that no Interest Period may end after the Final Maturity
Date.


 


Interest Rate Determination
Date means, for any Interest Period in respect of any Loan, the day two London Banking Days prior to the first day of the
relevant Interest Period.


 


Judgment Currency
has the meaning ascribed to it in Section 11.13.


 


Judgment Currency Conversion
Date has the meaning ascribed to it in Section 11.13.


 


Lead Arranger
or Lead Arrangers – See Preamble.


 


Lender or Lenders
- See Preamble.


 


Lending Office
has the meaning ascribed to it in Section 2.4.


 


Liabilities has
the meaning ascribed to it in Section 11.14(a).


 


LIBO Rate means,
in respect of any Interest Period for any Loan, the rate per annum, as determined on the basis of the offered rates for deposits
in Dollars, for a period of time comparable to the Interest Period for such Loan as shown on the Reuters Page “LIBOR01”
(or such other page as may replace the LIBOR01 Page on Reuters for the purpose of displaying such rates) as of 11:00 a.m. (London
time) on the relevant Interest Rate Determination Date (or if such period is not shown then the linearly interpolated rate for
the two closest periods that are shown). If Reuters


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


service is unavailable, then
the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable
to such Interest Period which are offered by the Reference Banks at approximately 11:00 a.m. London time on the relevant Interest
Rate Determination Date. The principal London office of each of the Reference Banks will be requested to provide a quotation of
its Dollar deposit offered rate and the rate for that date will be the arithmetic mean of the quotations received.


 


Lien means any
lien, mortgage, assignment, pledge, hypothecation, fiduciary lien, deposit arrangement, title retention, trust, encumbrance, security
interest or other charge, or any other type of preferential arrangement, priority or other security agreement having the practical
effect of constituting a security interest, upon or with respect to any Property or other Asset, including, without limitation,
any agreement to give any of the foregoing.


 


Loan or Loans
has the meaning ascribed to it in Section 2.1(a).


 


London Banking Day
means any day, other than a Saturday or Sunday, on which banks are not required or authorized to close in London, England.


 


Margin Stock means
“margin stock” within the meaning of Regulations U and X of the Board of Governors of the U.S. Federal Reserve System
(or any successor), as the same may be modified and supplemented and in effect from time to time.


 


Market Value means
the amount (MV),


 


		(a)	in relation to the Export Contracts, Off-take Contracts
and to Goods pledged under the Agricultural and Mercantile Pledge Agreement, determined by the Brazilian Collateral Agent as follows:



 


MV = Q x (P +/- S-T)


 


Where:


 


“Q” is the
quantity of Goods (measured in metric tons for sugar and in cubic meters for ethanol), (i) still to be delivered under the Export
Contracts and/or the Off-take Contracts, as the case may be, or (ii) pledged under the Agricultural and Mercantile Pledge Agreement,
or if less, as confirmed in the most recent inspection report from the Collateral Monitoring Agent pursuant to the Collateral Monitoring
Agreement, as the case may be;


 


“P” is (a)
for Goods for which the price has not yet been fixed under the respective Export Contracts and/or Off-take Contracts, or where
the relevant quantity is not yet subject to Export Contracts and/or Off-take Contracts, (i) in the case of sugar, the applicable
ICE Futures Settlement Price, converted to Dollars per metric ton, at the time of such calculation and for the relevant months
of delivery or, if there is no liquidity at the ICE for the relevant month of delivery, the applicable ICE Futures Settlement Price
for the month nearest


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


to the relevant month of delivery,
and (ii) in the case of ethanol, the applicable PLATTS Settlement Price, or (b) for Goods for which the price has been fixed under
the respective Off-take Contracts and/or Export Contracts, the fixed price indicated therein as evidenced by the Borrower to the
satisfaction of the Brazilian Collateral Agent (acting on the instructions of the Required Lenders);


 


“S” is any
relevant premium or discount (which may be a positive or negative number), including, among others, renewable identification numbers
and freight premiums, in Dollars per metric ton (in the case of sugar) or in Dollars per cubic meter (in the case of ethanol),
as agreed to by the parties to the Export Contracts and/or Off-take Contracts, as the case may be. In the absence of such a determination
in the respective Export Contracts and/or Off-take Contracts, as the case may be, the value of this item will be deemed to be “zero”;
and


 


“T”, which
is applicable only for the calculation of the Market Value of Goods pledged under the Agricultural and Mercantile Pledge Agreement
and stored at inland warehouses, is the cost of transporting such Goods from such inland warehouses to the port terminal, and shall
be deemed to be the equivalent in US$ to R$ 120.00 per metric ton in the case of sugar and the equivalent in US$ to R$ 110.00 per
cubic meter in the case of ethanol (in each case calculated at the FX Rate for the applicable calculation date); and


 


		(b)	in relation to sugar cane subject to the Agricultural and
Mercantile Pledge Agreement, determined by the Brazilian Collateral Agent as follows:



 


MV = Q x P


 


Where:


 


“Q” is the
quantity of sugar cane in metric tons subject to the Agricultural and Mercantile Pledge Agreement, or if less, as confirmed in
the most recent inspection report from the Collateral Monitoring Agent pursuant to the Collateral Monitoring Agreement; and


 


“P” is the
prevailing CONSECANA market price in R$ per metric ton of sugar cane for sugar cane in the fields on the date of the most recent
inspection report issued by the Collateral Monitoring Agent pursuant to the Collateral Monitoring Agreement.


 


Material Adverse Effect
means (a) a material adverse effect on the business and/or financial condition, operations, or Property of the Borrower and/or
any Guarantor, (b) a material adverse effect on the validity or enforceability of any Credit Document or the rights or remedies
of any Agent or any Lender thereunder, (c) a material adverse effect on the ability of the Borrower or any Guarantor to perform
its material obligations under any Credit Document to which it is a party or (d) a material adverse effect on any security interest
granted or purported to be granted pursuant to any of the Security Agreements or the value thereof.


 


Minimum Coverage Ratio
has the meaning ascribed to it in Section 5(l)(i).


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Monte Alegre -
See Preamble.


 


Mortgaged Properties
means the real estate listed and described on Schedule 3 hereto, including the portions of each of the following rural properties,
as such rural properties are described and defined in such Schedule 3: Fazenda Dom Fabricio, Fazenda Ouro Verde, Fazenda Bela
Manhã, Fazenda Água Branca, Fazenda Nossa Senhora Aparecida, Fazenda Alto Alegre and Fazenda Conquista,
as such Schedule may be updated from time to time to add additional Properties as required under Section 5(l)(i) below.


 


Mortgages means
the first and/or second rank mortgages over the Mortgaged Properties granted by the Borrower and/or Agropecuária to the
Lenders, including all interest in all existing and future accessions, improvements, amenities or constructions thereon.


 


Net Debt means,
for any Person at any time, its Bank Debt minus its Cash.


 


Net Financial Expenses
means, with respect to any Person and for any period, (a) Interest Expense incurred and paid in relation to the Indebtedness of
such Person, including (without duplication) (i) fees (including commitment fees), (ii) the interest portion of any deferred payment
obligations, (iii) all fees and charges owed with respect to letters of credit or performance or other bonds, (iv) losses on derivative
transactions, and (v) any amortization of debt discount, less (b) the sum of income received from investments, interest received,
other financial income, and gains on derivative transactions, but excluding gains from foreign exchange variations, all determined
in accordance with GAAP.


 


Net Worth means,
as at any date for any Person, the excess of (a) its Total Assets minus (b) its Total Liabilities, as determined in accordance
with GAAP.


 


Note means each
promissory note in connection with the Loans in the form of Annex A hereto, duly executed by the Borrower and, with respect
to the guarantee affixed thereon, by the Guarantors.


 


Notice of Drawdown
has the meaning ascribed to it in Section 2.2(a).


 


Obligation Currency
has the meaning ascribed to it in Section 11.13.


 


Obligations mean
any and all obligations of the Borrower under this Agreement and the other Credit Documents.


 


OECD Country means
any country which is a member of the Organization for


Economic Co-operation and Development.


 


OFAC means the
Office of Foreign Assets Control of the United States Department of the Treasury.


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Off-take Contract
means any contract (a) entered into by and between the Borrower or the Importer and an Eligible Off-taker pursuant to which the
Borrower or Importer, as the case may be, sells Goods to such Eligible Off-taker with terms and conditions (including but not limited
to payment and delivery terms) appropriate to support the Borrower’s repayment obligations in respect of the Loans, and in
form and substance acceptable to the Collateral Agent and (b) listed on Schedule I to the Assignment and Security Agreement, as
such Schedule may be updated from time to time in accordance with the terms of the Assignment and Security Agreement.


 


Other Credit Parties Indebtedness
means any Indebtedness of the Borrower or any Guarantor (other than Indebtedness under the Credit Documents) owed to a Lender.


 


Other Taxes has
the meaning ascribed to it in Section 8.2.


 


Participacões
- See Preamble.


 


Patriot Act  means
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
United States Public Law 107-56.


 


Person means any
individual, corporation, partnership, trust, unincorporated organization, joint stock company or other legal entity or organization
and any Governmental Authority.


 


PLATTS
Settlement Price means, for any day, the settlement price (in US$ per liter) for the preceding trading day for delivery
of ethanol on a spot basis, as quoted by Platts, a division of the McGraw-Hill Financial, as shown on any such day in the “prior
settle” column of the page entitled Chicago Ethanol (Platts) Futures Quotes which can be found at the following internet
address: http://www.cmegroup.com/trading/energy/ethanol/chicago-ethanol-platts-swap.html.


 


Principal Repayment
Date means each of June 30, 2016, September 30, 2016, December 30, 2016, June 30, 2017, September 30, 2017, December
30, 2017, June 30, 2018, September 30, 2018 and December 30, 2018. In the event that a Principal Repayment Date shall be a
day that is not a Business Day, then such Principal Repayment Date shall be the next succeeding day that is a Business
Day.


 


Process Agent
has the meaning ascribed to it in Section 11.8(b).


 


Property means
any right of interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.


 


Reais, Brazilian Reais
and the designation R$ each means the lawful currency of Brazil.


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Reference Banks
means HSBC Bank Plc., JP Morgan Chase & Co., Deutsche Bank AG and Citibank N.A., or any other bank in the London interbank
market selected by the Administrative Agent with the consent of the Borrower, such consent not to be unreasonably withheld.


 


Register has the
meaning ascribed thereto in Section 11.1(d).


 


Relevant Lenders
means, at any time, Lenders the sum of whose Loans outstanding hereunder is more than 45% of the sum of the Loans outstanding hereunder,
or if no such Loans are then outstanding hereunder, Lenders whose Commitments are more than 45% of the sum of all Commitments.


 


Required Lenders
means, at any time, Lenders the sum of whose Loans outstanding hereunder are more than 66.6667% of the sum of the Loans outstanding
hereunder, or if no such Loans are then outstanding hereunder, Lenders whose Commitments are more than 66.6667% of the sum of all
Commitments.


 


Responsible Officer
of any Person means the Chairman, Chief Executive Officer, Chief Financial Officer, President, any Executive Director, Director,
Vice President, Treasurer or Assistant Treasurer of that Person, or any other Person who is duly authorized by the board of directors
or other governing body of that Person.


 


Restricted Payment
means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other Property) with respect
to any equity interests in such Person (other than dividends payable solely in stock of the Person making such dividend) or any
payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such equity interests, or any option, warrant or other
right to acquire any such equity interests.


 


ROF has the meaning
ascribed thereto in Section 4.1(d).


 


Sanctioned Country
means any country subject, at any time, to sanctions under the Economic and Trade Sanctions and Anti-Terrorism Laws.


 


Sanctioned Person
means, each as amended, supplemented or substituted from time to time, a country, nation, territory or Person which is subject
to Sanctions.


 


Sanctions means
general trade, economic or financial restrictions, sanctions or embargoes imposed, administered or enforced from time to time by
the government of the United States of America and administered by OFAC, the United Nations Security Council, the European Union,
or a member state of the European Union, or by the government of the country in which any member of the Adecoagro Group is located,
each as amended, supplemented or substituted from time to time.


 


Schedule of Payments
has the meaning ascribed thereto in Section 5(p).


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    




 


Security Agreements means
the Assignment and Security Agreement, the Agricultural and Mercantile Pledge Agreement, the Mortgages, the Collateral Monitoring
Agreement, the Collection Account Pledge Agreement and any other document granting a security interest in favor of the Administrative
Agent and the Brazilian Collateral Agent, or the Collateral Agent, for the benefit of the Lenders as collateral for the Loans or
any other Obligations, as each of the foregoing may from time to time be amended, varied, novated, supplemented or otherwise modified,
renewed or restated in accordance with the terms thereof and hereof.


 


Shipping Documents means,
in relation to Goods delivered by the Borrower either to an Eligible Off-taker pursuant to any Off-take Contract or to the Importer
pursuant to any Export Contract, copies of the clean bill of lading or other transport documents, an invoice, a draft (only if
payment is not to be at sight), and copies of all other documentation required for payment of an account receivable.


 


SWIFT means an
electronic and/or other type of message sent and/or received under the Society for Worldwide Interbank Financial Telecommunication
system.


 


Subsidiary means,
as to any Person, a corporation, partnership or other entity of which Capital Stock having ordinary voting power (other than Capital
Stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors (or similar
governing body) or other managers of such corporation, partnership or other entity are at the time owned, or the management of
which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person.


 


Taxes has the
meaning ascribed to it in Section 8.1(a).


 


Total Assets
means, for any Person, at any time of calculation, all assets of such Person as determined in accordance with GAAP.


 


Total Liabilities
means, for any Person, at any time of calculation, all liabilities of such Person, classified as such, in accordance with GAAP.


 


Ultra-High Risk Country
means any of Cuba, Iran, North Korea, Myanmar, Sudan or Syria (and collectively, the “Ultra-High Risk Countries”)
as such list of Ultra- High Risk Countries may be modified from time to time and duly informed by the Administrative Agent (at
the request of any Lender) to the Borrower.


 


U.S. Collateral
means the rights to payment under the Export Contracts, the rights to payment under the Off-take Contracts, the Export Receivables,
the proceeds thereof and all of the other collateral described more fully in the Assignment and Security Agreement.


 


U.S. Tax
Obligor means (a) a Person which is resident for tax purposes in the United States of America; or (b) a Person some
or all of whose payments under the


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Credit Documents are from sources within the United
States for U.S. federal income tax purposes.


 


1.2         OTHER DEFINITIONAL
PROVISIONS. In
each Credit Document, unless otherwise indicated:


 


(a)          The
term “including” is not limiting and means “including without limitation”.


 


(b)         The
words “hereof”, “herein” and “hereunder” and words of similar import used in any Credit Document
shall refer to such Credit Document as a whole and not to any particular provision thereof, and Section, Annex, Schedule and Exhibit
references therein are to such Credit Document unless otherwise specified.


 


(c)         References
to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute to which
reference is made.


 


(d)         References
to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to
such agreements and instruments, but only to the extent that such amendments and other modifications are permitted by, or not prohibited
by, the terms of the relevant Credit Document.


 


(e)          The
meaning given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


(f)          Unless
otherwise specified, in the computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each mean “to but excluding”.
Periods of days referred to shall be counted in calendar days unless Business Days are expressly presented.


 


(g)          All
accounting terms not specifically or completely defined therein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant thereto shall be prepared in English and in
conformity with, Brazilian GAAP (including principles of consolidation where appropriate) applied on a consistent basis, as in
effect from time to time.


 


(h)          A
Default or an Event of Default is “continuing” if it has not been remedied or waived.


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		2.	THE LOANS.



 


		2.1	COMMITMENTS;
THE LOANS.



 


		(a)	Each Lender agrees, severally and not jointly, subject to the terms and conditions and relying
upon the representations and warranties hereinafter set forth in this Agreement, to make loans to the Borrower, in Dollars (individually,
a “Loan” and collectively, the “Loans”) during the Availability Period, provided that (i)
each disbursement by the Lenders in the aggregate on a Drawdown Date shall be in a minimum amount of US$40 million, or if the total
amount of remaining Commitments is less than US$40 million, then the remaining amount of the Commitments, and (ii) in no event
shall the total amount of such Lender’s Loans exceed its Commitment. Amounts prepaid or repaid in respect of the Loans shall
not be reborrowed.



 


		(b)	The Commitments, unless sooner terminated pursuant to the other terms of this Agreement, shall
be automatically terminated at the Administrative Agent’s close of business on the last day of the Availability Period. The
Commitments once terminated may not be reinstated.



 


		(c)	The Borrower shall pay to the Administrative Agent for distribution
to the Lenders, pro rata to each Lender’s Commitment, a commitment fee (the “Commitment Fee”), calculated
at the annual rate of 1.452% of the total amount of the undrawn Commitments and calculated on the basis of a 360 day year for the
actual number of days elapsed. The Commitment Fee shall accrue from (and including) the thirty-first (31st)
day of the Availability Period to the earlier of (i) the last day of the Availability Period and (ii) the first day on which the
total Commitments are fully drawn. The Commitment Fee shall be payable no later than the date that is three (3) Business Days after
the earlier of (i) and (ii) above.



 


		2.2	NOTICE
OF DRAWDOWN; FUNDING
BY LENDERS.



 


		(a)	The Borrower shall make each Drawdown by giving a notice in the form of Annex B hereto (a
“Notice of Drawdown”) to the Administrative Agent during the Availability Period, which notice must contain
a proposed Drawdown Date of at least three (3) Business Days after the Administrative Agent’s receipt thereof but in no event
can such proposed Drawdown Date be after the end of the Availability Period. If a Notice of Drawdown is received by the Administrative
Agent after 9:00 am (São Paulo time) on any day it shall be deemed as having been received on the next Business Day.



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


The receipt of a Notice of
Drawdown by the Administrative Agent shall obligate the Borrower to borrow the aggregate principal amount of the Loans set forth
in such Notice of Drawdown on the date set forth therein. The Administrative Agent shall, immediately after its receipt thereof
(but in no case later than 11:00 am (São Paulo time) on the day that the Notice of Drawdown is received (or deemed received)
by it), notify the Lenders, by electronic mail or fax of its receipt of a Notice of Drawdown, the proposed Drawdown Date and the
amount of each Lender’s Loan to be made. For all purposes of this Agreement each Loan shall be considered as effected upon
deposit of the relevant funds in the Disbursement Account.


 


		(b)	Each Loan shall be made by each Lender in accordance with its applicable Commitment and will be
made pro rata to the total of all the Lenders’ Commitments; provided, however, that the failure of any Lender to make its
Loan shall not in itself relieve any other Lender of its obligation to make its Loan (it being understood, however, that no Lender
shall be responsible for the failure of any other Lender to make the Loan required to be made by such other Lender).



 


		(c)	If the conditions precedent specified in Section 4 have been met or all the Lenders have waived
the satisfaction of those that have not been met, each Lender shall make the Loan to be made by it hereunder on the proposed Drawdown
Date by wire transfer to the Administrative Agent’s Account (or such other account as the Administrative Agent may designate
in writing to the Lenders no later than the Business Day immediately preceding the proposed Drawdown Date), in federal funds or
such other immediately available funds as may then be customary for the settlement of international transactions in Dollars not
later than 11:00 am (New York time). The Administrative Agent shall by 4:00 pm (São Paulo time), credit the amounts so received
to the Disbursement Account to be used by the Borrower within ninety (90) days counted from the date of issuance of the respective
ROF, for the closing of one or more foreign exchange transactions and consequent delivery of the corresponding Reais to the Borrower
in Brazil. Unless the Administrative Agent shall have been notified by any Lender prior to the proposed Drawdown Date for its Loan
that such Lender does not intend to make available to the Administrative Agent such Lender’s Loan, the Administrative Agent
may assume that each Lender has made such amount available to the Administrative Agent on the proposed Drawdown Date and the Administrative
Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Administrative Agent by such
Lender, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender on demand. If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent
shall immediately notify the Borrower and the Borrower shall within 2 (two) Business Days pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as
the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative
Agent, at a rate per annum equal to (i) if recovered from such Lender, the cost to the Administrative Agent of acquiring overnight
federal funds and (ii) if recovered from the Borrower, the then applicable LIBO Rate for the Interest Period in effect plus the
Applicable Margin.


 


		(d)	Each of the Borrower, the Administrative Agent and each of the Lenders acknowledges and agrees
that the Loans to be made to the Borrower by the Lenders in accordance with this Section shall be a “Recebimento Antecipado
de Exportação” in accordance with the relevant regulation of the Brazilian Central Bank, as amended, varied,
novated, supplemented or otherwise modified from time to time. Promptly upon the receipt of the proceeds of the Loans as established
in clause (c) above (and in no event more than ten (10) days thereafter), the Borrower will arrange for all necessary notifications
to the Central Bank of Brazil (if any) in respect of registering the schedule of payments for the Loans.



 


		2.3	NOTES;
LENDERS’ RECORDS.
The Loans made by each Lender shall be evidenced by one Note issued to each Lender and
in favor of such Lender, duly executed on behalf of the Borrower and with the aval  of each Guarantor, dated the first Drawdown
Date, with the blanks appropriately filled, in an amount equal to 120% of such Lender’s Commitment. As additional evidence
of the indebtedness, each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the
Borrower to such Lender resulting from the Loan made by such Lender, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder, and such records shall be conclusive and binding on the Borrower and the Guarantors
absent manifest error, but the failure to record, or any error in so recording, any such amount in any Lender’s records shall
not affect the obligations of the Borrower or of any Guarantor hereunder or under its Note to make payments of principal of and
interest on such Note when due.



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		2.4	LENDING OFFICES.
The Loans made by each Lender may be made from and maintained at such offices of such Lender or its Affiliates (each a “Lending
Office”) as such Lender may from time to time designate, provided, however, that the sole designation by a Lender of
a different Lending Office shall not entitle such Lender to claim payment of any amounts pursuant to Section 2.12, other than for
events occurring after the date of such designation.



 


		2.5	INTEREST
ON THE LOANS.



 


		(a)	The Borrower shall pay the Administrative Agent for the account of the Lenders interest on the
unpaid principal amount of the Loans made by each Lender, at a rate per annum for each Interest Period equal to the applicable
LIBO Rate (as in effect from time to time) plus the Applicable Margin as notified in writing to the Borrower and the Lenders
by the Administrative Agent. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this
Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of clearly demonstrable error.



 


		(b)	Interest shall be computed on the basis of a year of three hundred sixty (360) days for the actual
number of days elapsed, counted from the relevant Drawdown Date of each of the Loans, and shall be payable in arrears on each Interest
Payment Date. The Borrower shall pay such interest directly to the Administrative Agent for the benefit of the Lenders, provided
that if the Borrower notifies the Administrative Agent by the fourth Business Day prior to the relevant Interest Payment Date that
payment will not be made directly by the Borrower, then in such case, payment shall be made from the Collection Account as provided
in Section 2.9.



 


		2.6	ALTERNATIVE
INTEREST RATE
FOR LIBO RATE.
In the event that prior to the first day of an Interest Period the Relevant Lenders notify the Administrative Agent that, by reason
of circumstances affecting the London interbank Eurodollar market, LIBOR for such period is not a broadly quoted or prevalent market
standard rate utilized in determining the cost of funds associated with making or maintaining loans comparable to the Loans for
such Interest Period, the Administrative Agent and the Borrower shall in good faith negotiate the substitute basis to be used instead
of the LIBO Rate until the circumstances affecting the LIBO Rate have ceased to exist. If the Administrative Agent and the Borrower
are unable to so agree following a period of ten (10) Business Days, then the Administrative Agent shall notify the Borrower of
the Alternative Rate applicable to the Loans for such Interest Period, together with such supporting information as the Borrower
may reasonably request, and such Alternative Rate shall be used in place of



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


the LIBO Rate in calculating
the interest rate applicable to the Loans for such Interest Period. Any Alternative Rate applied pursuant to this Section


2.6 shall cease to be used in
place of the LIBO Rate for any Interest Period following the date that the event giving rise to the invocation of the Alternative
Rate in accordance with this Section 2.6 no longer exists.


 


		2.7	LATE PAYMENT.
If any amount due hereunder on or in respect of the Loans or under the Notes, including principal, interest, fees, premiums, expenses
or any other amount, is not paid when due (whether at maturity, by acceleration or otherwise), then interest shall accrue on such
overdue amount at a rate per annum equal to the LIBO Rate applicable for a one month period (as in effect from time to time) plus
the Applicable Margin plus two percent (2%) per annum or, if less, the highest default interest rate permitted by applicable
law, for each day counted from the due date thereof until full and effective payment (after as well as before judgment). Interest
accruing on overdue amounts pursuant to this Section shall be payable monthly.



 


		2.8	CAPITAL
ADEQUACY.



 


		(a)	If any Lender determines that any Change in Law affecting such Lender, regarding capital or liquidity
requirements, has or would have the effect of reducing the rate of return on the Lender’s capital as a consequence of this
Agreement or any Loan made by such Lender to a level below that which such Lender could have achieved but for such Change in Law
(taking into consideration such Lender’s policies with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered, when
compared with the rate of return on such Lender’s capital such Lender would have received if such Change in Law had not occurred.



 


		(b)	A certificate of a Lender setting forth such amount or amounts as shall be necessary to compensate
such Lender or any Affiliate, as applicable, as specified in Section 2.8(a) shall be delivered to the Borrower and shall be conclusive
absent manifest error. Any such certificate shall be delivered to the Borrower as promptly as possible and shall be accompanied
by a notice indicating the circumstances or event that resulted in such claim for compensation. The Borrower shall pay to the relevant
Lender the amount shown as due on such certificate within thirty (30) days after the receipt of the same by the Borrower.



 


		(c)	As an alternative to paying to any Lender affected by any Change in Law, as described above, the
Borrower shall prepay the Loans at that time owed to such Lender, together with accrued interest thereon, and all other amounts
due and payable to such Lender under this



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Agreement (including amounts
due to such Lender as a result of such Change in Law up to the date such prepayment is made), provided that the Borrower’s
decision to prepay such amounts shall be communicated to the respective Lender(s) no later than ten (10) days after the receipt
by the Borrower of the certificate mentioned in paragraph (b) above, that the Borrower obtains all Governmental Approvals required
to make such prepayment and such prepayment is made no later than 10 days after such communication.


 


		2.9	SCHEDULED
REPAYMENT; REPAYMENT
MECHANISM; COLLATERAL
AGENT’S
ACCOUNT.



 


		(a)	The Borrower shall repay the principal amount of the Loans in installments on each Principal Repayment
Date, as follows: (i) on each of the first six (6) Principal Repayment Dates, US$16,000,000, (ii) on each of the next two (2) Principal
Repayment Dates, US$21,333,333 and (iii) on the final Principal Repayment Date, US$21,333,334.



 


		(b)	The primary mechanism for the repayment of the Loans shall be through (i) the export of Goods by
the Borrower to the Eligible Off- takers under the Off-take Contracts or (ii) the export of Goods by the Borrower to the Importer
under the Export Contracts and the subsequent sale of those Goods by the Importer to the Eligible Off- takers under the Off-take
Contracts, and in the case of both (i) and (ii) hereof the payment by the Eligible Off-takers in respect of the Export Receivables
resulting therefrom directly to the Collection Account. The proceeds of such payments credited to the Collection Account shall
be applied against the principal amount of the Loans and, if so notified by the Borrower as provided in Section 2.5(b) interest
due thereon, as set forth in paragraph (c) below. The Borrower agrees (and has agreed with the Importer) that the payments to the
Collection Account of amounts received from Eligible Off-takers in respect of Off-take Contracts to which the Importer is a party
that are then applied against amounts due in respect of the Loans shall at the time of such application to the Loans constitute
payments from the Importer to the Borrower in respect of the relevant Export Contracts pursuant to which such Goods were sold by
the Borrower to the Importer. Notwithstanding the foregoing, the Borrower’s obligation to repay the Loans and to pay all
interest accruing thereon and all other Obligations when due in accordance with the terms hereof, including the repayment schedule
set out in paragraph (a) above, is and shall remain absolute and unconditional irrespective of the existence, amount or sufficiency
of Export Receivables or export sales of any other product by the Borrower.



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(c)	The proceeds of all payments made to the Collection Account shall be held by the Collateral Agent
in the Collection Account until it contains an amount equal to 100% of the principal and interest due on the next Principal Repayment
Date, and provided no Event of Default has occurred and is continuing (if an Event of Default has occurred and is continuing the
Collateral Agent and the Administrative Agent shall follow the procedure set forth in clause (e) below) and that the Borrower is
in compliance with its obligations under Section 5(l) hereof both before and after such release as so certified by the Borrower
to the Collateral Agent, any excess amounts received shall be released to the Borrower by transfer to such other account as the
Borrower shall notify to the Collateral Agent in writing, unless the Collateral Agent has determined or been notified by any other
Agent or Lender that the Borrower is not in compliance with its obligations under Section 5(l) below or will not be in compliance
therewith after such release.



 


		(d)	On each Principal Repayment Date the Collateral Agent shall debit the Collection Account for payment
of the principal and interest (but in the case of interest, only if the Borrower has provided notice pursuant to Section 2.5(b)
to pay such interest from the Collection Account) due in respect of the Loans with respect to that Principal Repayment Date, as
the case may be, and any fees and costs then due, and transfer the funds to the Administrative Agent for application in accordance
with Section 2.10 hereof.



 


		(e)	If at any time an Event of Default has occurred and is continuing, then all amounts in the Collection
Account shall be held by the Collateral Agent for the payment (either immediately or on the immediately succeeding Principal Repayment
Date, at the sole discretion of the Required Lenders) of the outstanding amount of principal and interest on the Loans and any
fees and costs then due and unpaid hereunder, subject to the rights as provided herein, as instructed by the Required Lenders.



 


		(f)	In the event that any installment of principal or any other amount in respect of the Loans is not
paid when due, or if any principal remains outstanding on the Final Maturity Date, the Borrower shall immediately pay such amount
to the Administrative Agent and the Lenders may demand payment thereof under their Notes.



 


		2.10	METHOD AND 
APPLICATION OF  PAYMENT.
 All payments of principal, interest, fees and other amounts payable hereunder to be made
directly by the Borrower (including without limitation such payments made in accordance with Section 2.5(b)) and/or to be made
through transfer of proceeds from the Collection Account by the Collateral Agent in accordance



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


with the mechanism provided
in Section 2.9 shall be made to the Administrative Agent for the benefit of the Lenders at the Administrative Agent’s Account,
with each such payment to be made in immediately available Dollars, no later than noon (New York time) on the due date thereof,
without counterclaim or setoff and free and clear of, and without any deduction or withholding for, any Taxes or other payments
(except for Taxes required to be deducted by law and for which such payment is grossed up as provided in Section 8.1 hereof). Payments
received after this time shall be deemed to have been received by the Administrative Agent on the following Business Day. For purposes
of clarification, if funds are blocked or frozen upon receipt at the Administrative Agent’s Account pursuant to any Economic
and Trade Sanctions and Anti-Terrorism Laws, then such funds will not constitute payment hereunder. The Borrower (i) shall take
all necessary steps to comply with all applicable laws and regulations (including, without limitation, applicable tax laws, customs
regulations and foreign exchange controls) to timely make all payments of principal, interest, fees and other amounts payable hereunder
(including, if applicable, direct payments to the Administrative Agent for the account of the Lenders through financial remittances
from Brazil), without counterclaim or setoff and free and clear of, and without any deduction or withholding for, any Taxes or
other payments (except for Taxes required to be deducted by law and for which such payment is grossed up as provided in Section
8.1 hereof), and (ii) acknowledges and agrees that it shall bear all risks, taxes, costs and expenses derived from such payments,
including payments made by financial remittances from Brazil. Until the Borrower has discharged the Obligations in full, all amounts
received by the Administrative Agent from the Borrower or for its account shall be applied by the Administrative Agent in the following
way: (a) first, in discharge of any expenses or other right of indemnification (with respect to increased costs, taxes or otherwise)
of any Agent or Lender due and payable under any Credit Document; (b) second, in discharge of any fees or costs then due and payable
under any Credit Document; (c) third, in discharge of any interest (including capitalized interest) accrued, due and unpaid; (d)
fourth, in repayment of the principal of the Loans due and unpaid, pro rata to the Lenders; (e) fifth, in discharge of any
other Obligations then due; and (f) sixth, any surplus shall be paid as the Borrower may direct in writing or to the Person otherwise
entitled; provided that in case of a Default or Event of Default that is continuing, the Administrative Agent shall retain any
such surplus until further disposition in accordance with the terms hereof. Each payment by the Borrower to be paid to the Lenders
pursuant to the foregoing shall be applied by the Administrative Agent pro rata according to each Lender’s respective interest
of the then aggregate principal amount of the Loans owing to the Lenders.


 


		2.11	ILLEGALITY.
Notwithstanding any other provision herein, if at any time any Lender shall have determined in good faith that compliance by such
Lender with any applicable law or governmental regulation, guideline or order or



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


interpretation thereof or change
therein by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive
of any such Governmental Authority shall make it unlawful for such Lender to make or maintain its Loans, then, and in any such
event, such Lender shall immediately so notify the Borrower and the Administrative Agent in writing thereof. If such change in
circumstances occurs prior to the termination of such Lender’s Commitment, then such Lender’s Commitment and all its
other obligations to the Borrower hereunder shall terminate without any indemnification in favor of the Borrower. If such change
in circumstances occurs while any Loan of such Lender is outstanding, the outstanding amount of the Loans of such Lender, together
with accrued interest thereon, and all other amounts payable to such Lender under this Agreement shall be prepaid by the Borrower
immediately or, if it is permitted by the relevant law, at the end of the then current Interest Period. If the Borrower so requests,
each affected Lender shall designate a different Lending Office for the portion of the Loans affected by the illegality requiring
repayment by the Borrower if such designation will avoid the need for such a required repayment, or reduce the portion of the Loans
subject to repayment, provided that moving such Loans (or the relevant portion thereof) to such different Lending Office is not
otherwise disadvantageous to the relevant affected Lender. If the Borrower is required to prepay a Lender in accordance with this
Section 2.11, such Lender shall, in good faith, use its commercially reasonable efforts to assign any amount required to be prepaid
to an interested assignee identified by the Borrower if such assignment will avoid the need for a required prepayment.


 


		2.12	INCREASED
COSTS.



 


		(a)	If any Change in Law (i) subjects any Lender to any tax, duty, mandatory contribution or other
charge or payment of any kind whatsoever with respect to this Agreement or any Note, or to any extraordinary tax, or changes the
basis of taxation of any payments to such Lender hereunder or under its Notes (except any change in the rate of tax on the overall
income of such Lender imposed by the jurisdiction in which the principal office of such Lender, or its Lending Office, is located),
or (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, any Lender, or shall impose on such Lender any other condition affecting this Agreement
or any Note, and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Loans,
or to reduce the amount of any payment received or receivable by such Lender, or to impose on such Lender an obligation to make
any payment to any fiscal, monetary, regulatory or other authority calculated on or by reference to any amount received or receivable
by it under this Agreement or any



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Note, then the Borrower shall
pay to such Lender, promptly upon demand, such additional amount or amounts as will compensate such Lender for such increased cost
or reduction in the amount received or receivable.


 


		(b)	Each Lender shall notify the Borrower and the Administrative Agent of any event that will entitle
such Lender to such additional amount or amounts pursuant to this Section 2.12 (and in respect of which such Lender intends to
claim compensation pursuant to this Section 2.12) immediately after becoming
aware of such event, provided, however, that failure to give any such notice shall not impair any Lender’s rights under this
Section 2.12. A certificate of such Lender setting forth the basis for the determination of such additional amount or amounts necessary
to compensate such Lender as provided herein shall be conclusive and binding, absent manifest error.






 


		(c)	As an alternative to paying to any Lender any additional amount as described above, the Borrower
shall prepay the Loans at that time owed to such Lender, together with accrued interest thereon, and all other amounts due and
payable to such Lender under this Agreement (including amounts due to such Lender as a result of such Change in Law up to the date
such prepayment is made), provided that the Borrower’s decision to prepay such amounts shall be communicated to the respective
Lender(s) no later than ten (10) days after the receipt by the Borrower of the demand mentioned in paragraph (a) above, that the
Borrower obtains all Governmental Approvals required to make such prepayment and such prepayment is made no later than thirty (30)
days after such communication.



 


		2.13	INDEMNITY.
The Borrower shall indemnify each Lender against any loss, cost or reasonable expense which such Lender may sustain or incur as
a consequence of (a) any failure by the Borrower to fulfill on the date set forth in any Notice of Drawdown the applicable conditions
set forth in Section 4 hereof, (b) any failure by the Borrower to borrow a Loan hereunder after irrevocable notice of such borrowing
has been given pursuant to Section 2.2, (c) any failure by the Borrower to make a prepayment of the Loans when required to do so
hereunder or (d) any payment of a principal installment of a Loan on other than an Interest Payment Date, including, in each such
case, any Break Funding Cost. For the purposes of this Section 2.13, “loss, cost or reasonable expense” attributable
to such event means (without duplication and without limitation) any (i) Break Funding Costs and any loss premium, penalty, legal,
regulatory or tax cost, or expense paid or payable by the Lender, in any such case that may result from liquidating or reemploying
funds obtained by the Lender to fund such Loan and (ii) fees paid or payable by the Lender to terminate deposits of or borrowings
from third parties in



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


order to make, maintain or fund
all or any part of such Loan. A certificate of any Lender setting forth in reasonable detail any amount or amounts which such Lender
is entitled to receive pursuant to this Section and evidencing a loss suffered by such Lender of such amount or amounts shall be
delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive absent manifest error.


 


		2.14	SHARING
OF PAYMENTS, ETC.
If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) on account of the Loans owing to it (other than pursuant to Sections 2.8, 2.11, 2.12, 2.13,
8, 11.3 or 11.14), in excess of its ratable share of payments on account of the Loans obtained by all the Lenders (other than
an overpayment by the Administrative Agent, in which case the relevant Lender receiving the overpayment shall promptly pay such
overpayment amount back to the Administrative Agent for proper distribution to the other Lenders in order to comply with the pro
rata payment provision of Section 2.10 above), such Lender shall forthwith purchase from the other Lenders such participations
in the Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each
of them; provided, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender,
such purchase from each Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price therefor
(to the extent of such recovery) together with an amount equal to such Lender’s ratable share (according to the proportion
of (a) the amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent
permitted by law, exercise all its rights to payment (including the right of set-off) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such participation. If a Lender obtains a payment
of the kind described herein as a result of a judgment in or settlement of an action or proceeding maintained by that Lender in
any court, that Lender shall not be required to share the amount so obtained with any other Lender which (i) had a legal right
to, but did not, join in that action or proceeding and (ii) was notified in writing of such action or proceeding by the relevant
Lender prior to the start thereof.



 


		2.15	PREPAYMENT.
The Borrower shall be entitled to prepay, in whole or in part, the principal amount of any outstanding Loan to the Administrative
Agent for the pro rata benefit of each Lender, provided that all of the following conditions shall have been satisfied:
(a) the prepayment shall be paid to the Lenders ratably according to the respective principal amounts of the Loan then being prepaid;
(b) the principal amount prepaid shall be paid together with (i) accrued interest on the relevant amounts of the Loan then being



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


prepaid to the date of such
prepayment, (ii) any Break Funding Costs, and (iii) any amounts due pursuant to Section 2.13; (c) the Borrower shall have received
all necessary approvals for such prepayment from all relevant Governmental Authorities; (d) unless the prepayment amount corresponds
to the amount of the principal installment due on the immediately succeeding Principal Repayment Date, the prepayment shall be
in the aggregate amount of at least US$2,000,000 (Two Million U.S. Dollars) and, if greater, in integral multiples of US$1,000,000
(One Million U.S. Dollars); and (e) the Borrower shall have given to each of the Lenders and the Administrative Agent not less
than five (5) Business Days’ prior written notice of its intention to prepay the respective Loan, which notice shall be irrevocable
and shall specify the amount being prepaid and the prepayment date. All principal amounts prepaid hereunder shall be applied against
installments due in the order of maturity.


 


		3.	REPRESENTATIONS AND WARRANTIES. To induce each of the Lenders to make their respective Loans
to the Borrower, and to induce each of the Lenders and each of the Agents to enter into this Agreement and each of the other Credit
Documents to which it is a party, the Borrower and each Guarantor, jointly and severally, represent and warrant to the Agents and
each Lender that:



 


		(a)	CORPORATE
EXISTENCE.
It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and
has all requisite corporate power and authority and all necessary material licenses, authorizations, consents, approvals and permits
to own its Properties and Assets and to conduct the business in which it is currently engaged, without conflict with the rights
of any other Person, and is duly qualified and licensed as a foreign corporation in good standing in each jurisdiction where such
qualification is required. Its shareholders have not taken any steps to authorize or institute its liquidation or dissolution.



 


		(b)	NO BREACH.
The execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party do not and will
not (i) conflict with or result in a breach of, or require any consent under, its Governing Documents (other than consents which
have been obtained prior to the Execution Date, are in full force and effect and with respect to which all conditions to be complied
with have been fulfilled), (ii) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect and applicable to it, (iii) result in a breach of or constitute a default under any
indenture or financing or credit agreement or any other agreement, lease or instrument to which it is a party or by which it or
its Properties are bound or affected, or (iv) result in, or require, the creation or imposition of any Lien upon or with respect
to any of its Properties or Assets, other than pursuant to the Credit Documents. It is in compliance in all material respects with
all applicable laws and



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


regulations (including labor
laws and regulations and pension laws and regulations) and the terms of all material licenses held by it or applicable to it or
its Property, and is in compliance in all material respects with all agreements to which it is a party.


 


		(c)	AUTHORITY;
BINDING  EFFECT.
It has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under
this Agreement and the other Credit Documents to which it is a party; the execution, delivery and performance by it of this Agreement
and the other Credit Documents to which it is a party, and in the case of the Borrower the borrowings hereunder, have been duly
authorized by all necessary action on its part; and this Agreement and the other Credit Documents to which it is a party have been
duly executed and delivered by it, and constitute, its legal, valid and binding obligations, enforceable against it in accordance
with their respective terms.



 


		(d)	TAX  RETURNS
AND  PAYMENTS.
 All its income and other tax returns required by law to be filed have been duly filed,
and all taxes, assessments and other governmental charges (other than those which can be paid without penalty) upon it or upon
any of its Properties have been paid to the extent that such taxes, assessments and other governmental charges have become due
and payable and are not being contested in good faith. The charges, accruals and reserves on its books in respect of taxes are
adequate in all material respects and no additional assessments exist for any year which exceed such reserves. There are no tax
Liens filed against any of its Properties, other than those listed in Schedule 5 hereto.



 


		(e)	LITIGATION.
There are no legal or arbitral proceedings, or any proceedings by or before any Governmental Authority, now pending or threatened
against or affecting the Borrower or any Guarantor, either (i) with respect to or arising out of this Agreement, the other Credit
Documents or the transactions relating hereto or thereto, or (ii) which, if adversely determined, could reasonably be expected
to have a Material Adverse Effect.



 


		(f)	ABSENCE
OF DEFAULTS.
No Default has occurred and is continuing.



 


		(g)	GOVERNMENTAL 
APPROVALS. 
No Governmental Approval (except for those that have already been obtained, are in full force and effect and with respect to which
all conditions to be complied with have been fulfilled) or other act by or in respect of, any Governmental Authority, or consent
or authorization of, approval by or notice to any other Person is required or is necessary (i) in connection with the execution,
delivery and performance of this Agreement and the other Credit Documents, (ii) for the validity and enforceability against the
Borrower and/or the Guarantors of this Agreement and the other Credit Documents to which it is a party, and (iii) for the availability
and transfer of Dollars required to make payments under this



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Agreement and the other Credit
Documents, except for: (A) those Brazilian approvals and documents required to be obtained in connection with the shipping of Goods
from Brazil by the Borrower; (B) any further authorization from the Central Bank of Brazil which will enable the Borrower or the
Guarantors to make remittances from Brazil for purposes of satisfying any of the Obligations; and (C) notices to Eligible Off-takers
in connection with the assignment of credit rights under the Off-take Contracts under the Assignment and Security Agreement.


 


		(h)	FINANCIAL
CONDITION.
The audited consolidated financial statements dated as of December 31, 2013 of the Borrower and each Guarantor (the “Financial
Statements”), including the related schedules and notes, in the reasonable opinion of their independent auditors fairly
present the financial condition of the Borrower and its Subsidiaries and of each Guarantor and its Subsidiaries as of the dates
and the results of their operations for the periods stated therein and have been prepared in accordance with GAAP, consistently
applied throughout the periods involved. On the date on which such Financial Statements were prepared, neither the Borrower nor
any Guarantor had any liabilities (contingent or otherwise) which were not disclosed thereby (or by the notes thereto) or reserved
against therein nor any unrealized or anticipated losses arising from commitments entered into by it which were not so disclosed
or reserved against as required under GAAP. Since December 31, 2013, there has been no development or event that has had or could
reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Guarantor has any material contingent liabilities
and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation,
any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in existence
as of the Execution Date, which are not reflected in the Financial Statements, including the related notes thereto or which have
not been disclosed to the Administrative Agent and the Lenders prior to the Execution Date.



 


		(i)	RANKING.
The obligations evidenced by each of the Credit Documents are its direct, unconditional and unsubordinated senior obligations,
and rank and will continue to rank in order of payment at least pari passu with all its other obligations or Indebtedness,
except obligations or Indebtedness mandatorily preferred by operation of applicable law.



 


		(j)	CIVIL LAW;
NO IMMUNITY.
It is subject to civil and commercial law with respect to its obligations under the Credit
Documents to which it is a party and the execution, delivery and performance of the Credit Documents to which it is a party constitute
private and commercial activities rather than public or governmental acts. Neither it nor any of its Property or Assets has any
immunity (sovereign or otherwise) from the jurisdiction of any court or from setoff or any legal process (whether through service
or notice,



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under the laws of any jurisdiction.


 


		(k)	SOLVENCY.
 After giving effect to the execution and delivery of this Agreement and the making of
the Loans under this Agreement: (i) it will not (A) be “insolvent,” as defined or used in any “Applicable Law”
(as such term is defined below), (B) be unable to pay its debts generally as such debts become due or (C) have an unreasonably
small capital to engage in any business or transaction, whether current or contemplated; and (ii) its obligations under this Agreement
and with respect to the Loans will not be rendered avoidable under any Applicable Law. “Applicable Law” means
any Brazilian bankruptcy law and any other applicable law pertaining to fraudulent transfers, corporate debt reorganization (“recuperação
judicial”) or acts voidable by creditors, as such law may be amended from time to time.



 


		(l)	COMPLETENESS AND
ACCURACY OF INFORMATION.
There is nothing that would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect which has
not been disclosed to the Administrative Agent and the Lenders in writing in connection with or pursuant to the terms of this Agreement.
All information supplied by it to the Administrative Agent and the Lenders relating to it was true and accurate in all material
respects as of the date supplied, and did not as of such date, and does not as of the Execution Date, in each case viewed individually
or in the aggregate, omit to state any material information necessary to make the information therein contained, in light of the
circumstances under which such information was supplied, not misleading, it being understood that projections and pro forma
financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed
by management of the Borrower and the Guarantors to be reasonable at the time made and were prepared with reasonable care, and
it being understood by the Lenders that such financial information as it relates to future events is not to be viewed as fact and
that actual results during the period or periods covered by such financial information may differ from the projected results set
forth therein by a material amount.



 


		(m)	MARGIN STOCK.
The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose,
whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of the Loans has been,
or will be, used to buy or carry any Margin Stock.



 


		(n)	PROPER  FORM.
This Agreement and the other Credit Documents are in proper legal form under the laws of Brazil for the enforcement thereof in
Brazil; and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and the other
Credit Documents,



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


it is not necessary that this
Agreement, the other Credit Documents or any other document be filed, registered or recorded with, or executed or notarized before,
any court or other authority in Brazil or that any registration charge or stamp or similar tax be paid on or in respect of this
Agreement, the other Credit Documents or any other document relating to the matters covered by this Agreement and the other Credit
Documents, other than as provided herein and therein and, provided that for the admission of any of the Credit Documents before
Brazilian courts and Governmental Authorities or for its validity or enforceability (i) the signatures of the parties thereto signing
outside Brazil should be notarized by a notary public licensed as such under the law of the place of signing and the signature
of such notary public should be authenticated by a consular official of Brazil, (ii) a certified sworn translation into Portuguese
of any Credit Document executed in English must be obtained, and (iii) the Credit Documents, together with a certified Portuguese
translation of any Credit Document executed in English should be registered with the appropriate Registry of Deeds and Documents
(Registro de Títulos e Documentos) in Brazil.


 


		(o)	CHOICE OF
LAW. In any action
or proceeding involving it that arises out of or is related to this Agreement or the other Credit Documents in any court of Brazil
the Lenders and the Agents would be entitled to the recognition and enforcement of the choice of law provisions contained herein
and therein.



 


		(p)	SECURITY 
INTERESTS. On and
after the date of execution and delivery thereof, the Security Agreements create (or will create, as the case may be), as security
for the obligations purported to be secured thereby, subject to the provisions hereof and thereof, valid and enforceable security
interests in and Liens on all of the Collateral subject to such agreements, in favor of the Collateral Agent or the Brazilian Collateral
Agent, as the case may be, for the benefit of the Lenders, and upon registration of such Security Agreements, as required herein
and therein, such security interest shall become duly perfected security interests with the priority specified in each such Security
Agreement. Each of the Borrower and Agropecuária has or will have, as of the date of execution of each Security Agreement,
good title to all of its Collateral thereunder free and clear of all Liens except (i) as created hereunder and under such Security
Agreements and (ii) the currently existing first priority Liens over the farms known as Dom Fabricio and Nossa Senhora
Aparecida. No filings or recordings are required in order to perfect the security interests created hereunder or under the
Security Agreements except for filings or recordings listed in such agreements, all of which shall have been made as required herein
or as otherwise expressly provided in such agreements.



 


		(q)	ENVIRONMENTAL
 MATTERS. 
The Properties of the Borrower and the Guarantors do not contain, and have not previously contained, Hazardous



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Materials in amounts or concentrations
that constitute or constituted any violation of, or reasonably could give rise to any liability under, Environmental Laws that
could, in the reasonable opinion of the Administrative Agent, be expected to have a Material Adverse Effect, and the Borrower,
the Guarantors, their Properties and all operations at such Properties are in compliance and at all times have been in compliance
in all material respects with all Environmental Laws, and there is no contamination at, under or about the Properties which could
interfere in any material respect with the continued operation of such Properties or impair in any material respect the fair market
value thereof. Neither the Borrower nor any Guarantor has, nor has assumed of any Person, any liability under any Environmental
Laws that could, in the reasonable opinion of the Administrative Agent, be expected to have a Material Adverse Effect.


 


		(r)	ASSETS.
It has good title to, or valid leasehold interests in, all its real and personal Property related to its business, except for defects
in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such Property for
its intended purposes and except as permitted by Section 6(f). It owns or is licensed or otherwise has the right to use all of
the patents, contractual franchises, licenses, authorizations and other rights that are reasonably necessary for the operation
of its business, without conflict with the rights of any other Person.



 


		(s)	INVESTMENT
COMPANY ACT;
REGULATORY LIMITATIONS.
The Borrower is not (i) an “investment company,” as defined in the Investment Company Act of 1940, as amended, or (ii)
subject to any statute or regulation that prohibits or restricts the incurrence of obligations under this Agreement or any of the
Credit Documents.



 


		(t)	INSURANCE.
 It has in full force and effect insurance coverage with financially sound and reputable
insurance companies that are not Affiliates and in such amounts and covering such risks as are usually carried by companies engaged
in similar businesses and owning and/or operating Properties similar to those owned and/or operated by it, including, without limitation,
in the case of the Borrower, insurance coverage for any theft, fire, accidents and similar adverse events involving and/or in any
way affecting, the Goods which are from time to time provided as Collateral hereunder. It has not taken any action, or failed to
take any action, the consequence or result of which, and no other event has occurred the result of which, has made or could reasonably
be expected to make, any such insurance void, voidable or subject to any material restriction or limitation.



 


		(u)	WITHHOLDING 
TAXES. There is no
income, stamp or other tax, duty, impost, deduction or other charge imposed (whether by withholding or otherwise) by Brazil (including
any political subdivision of any thereof) or any Brazilian Governmental Authority on or by virtue of the execution or



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


delivery of this Agreement, any other Credit Document
or any other document required to be delivered hereunder or thereunder.


 


		(v)	USE OF  PROCEEDS.
 The proceeds of the Loans shall be used by the Borrower exclusively to finance costs
incurred in the processing, warehousing and exporting of sugar cane and/or Goods used to fulfill its obligations under the Export
Contracts and/or the Off-take Contracts.



 


		(w)	ANTI-TERRORISM
LAWS. Neither
the Borrower nor any Guarantor: (i) is a Sanctioned Person or has violated or is violating any Sanctions; (ii) is using or will
use the proceeds of the Loans for the purpose of financing or making funds available directly or indirectly to any Sanctioned Person,
to the extent such financing or provision of funds would be prohibited by Sanctions or would otherwise, to the knowledge and belief
of the Borrower or any Guarantor, cause any Person to be in breach of Sanctions; (iii) is contributing or will contribute or otherwise
make available directly or indirectly the proceeds of the Loans to any other Person for the purpose of financing the activities
of a Sanctioned Person, to the extent such contribution or provision of proceeds would be prohibited by Sanctions or would otherwise,
to the knowledge and belief of the Borrower or any Guarantor, cause any Person to be in breach of Sanctions; and (iv) has or will
do business, enter into transactions or store with, purchase or receive money from, transport from/to/with, sell Goods or give
money to, a Sanctioned Person.



 


		(x)	FATCA. The Borrower is not a FATCA FFI or a U.S.
Tax Obligor.



 


		(y)	ULTRA-HIGH
RISK COUNTRIES.
Neither the Borrower, any Guarantor, nor, to the best of their knowledge, any Persons holding any legal or beneficial interest
whatsoever in the Borrower or any Guarantor (whether directly or indirectly) has used the proceeds of any Loan to undertake business
with or have any commercial contact with any Person that is listed on or covered by any official sanctions or export control list
maintained by any Governmental Authority of the United States (including OFAC) and/or the European Union or is a resident of, located
in and/or incorporated under the laws of any Ultra-High Risk Country.



 


		(z)	SUBSIDIARIES.
Exhibit I contains a complete and correct statement, as of the Execution Date, of all of the direct and indirect holders of the
Capital Stock of the Borrower, the Guarantors and each of their Subsidiaries, and in each case the percentage of ownership held
thereby.



 


		(aa)	FOREIGN CORRUPT
PRACTICES. Neither
the Borrower, any Guarantor nor any of their respective Subsidiaries, nor any director, officer, or employee, nor, to the Borrower’s
or any Guarantor’s knowledge, any agent or representative of the Borrower, any Guarantor or any of their Subsidiaries,



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


has taken or will take any action
in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property,
gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee
of a government or government-owned or controlled entity or of a public international organization, or any person acting in an
official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political
office) to influence official action or secure an improper advantage; and the Borrower, the Guarantors and their respective Subsidiaries
have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue
to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty
contained herein.


 


		4.	CONDITIONS OF THE LOANS.



 


		4.1	DOCUMENTS.
The obligation of the Lenders to make their respective first Loan is subject to the receipt by the Administrative Agent and each
Lender (which may be by electronic copy from the Administrative Agent of what it has received) of each of the following documents,
each of which shall be satisfactory to the Administrative Agent in form and substance:



 


		(a)	CREDIT DOCUMENTS.
Each applicable Credit Document (including the Note issued to each Lender in an amount equivalent to 120% of such Lender’s
Commitment, but excluding the Agricultural and Mercantile Pledge Agreement, unless required to comply with the Minimum Coverage
Ratio (as defined in Section 5(l)(i))), and each of the documents to be executed and delivered under each of the Credit Documents,
duly executed and delivered by all parties thereto;



 


		(b)	CORPORATE
DOCUMENTS AND AUTHORIZATIONS.
Copies of (i) the Governing Documents of the Borrower, each Guarantor and Agropecuária, in each case duly registered with
the appropriate Commercial Registry in Brazil, certified as of the Execution Date as complete and correct copies thereof by a Responsible
Officer thereof, and (ii) if required by the Administrative Agent and/or by the relevant Governing Documents, the resolutions of
the Board of Directors or other equivalent corporate act for the Borrower, each Guarantor and Agropecuária (together with
the registration of each thereof with the appropriate Commercial Registry in Brazil for the Borrower, each Guarantor and Agropecuária)
authorizing the execution, delivery and performance of the Credit Documents to which it is party and the transactions contemplated
thereunder, certified as of the Execution Date as complete and correct copies thereof by a Responsible Officer thereof;



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(c)	OFFICERS’
CERTIFICATE. A certificate of the Borrower and each
Guarantor, each substantially in the form of Annex D and Annex E, respectively, each dated the Execution Date and
executed by a Responsible Officer thereof, in each case certifying as to the matters set forth therein;



 


		(d)	GOVERNMENTAL AND
THIRD PARTY
APPROVALS. Copies
of all Governmental Approvals required for the making and/or maintenance of the Loans and the performance of all obligations and
transactions contemplated by the Credit Documents, including without limitation the prior effective registration of the financial
terms and conditions of the Loans with the Central Bank of Brazil under Module Registry of Financial Transactions (Módulo
Registro de Operação Financeira) (the “ROF”) of the Central Bank Data System (“SISBACEN”),
and copies of all registrations, filings, approvals and consents of all other Persons necessary for the making or maintenance of
the Loans and the enforceability, validity or effectiveness of the Credit Documents, if any, except for the issuing and filing
by the Borrower of the relevant export declarations with SISCOMEX, which will be performed upon each shipment of Goods to the Importer
under an Export Contract or to an Eligible Off-taker under an Off-take Contract;



 


		(e)	APPOINTMENT OF 
PROCESS AGENT.
Satisfactory written evidence that the Process Agent has accepted its irrevocable appointment as the agent for the receipt of any
and all legal process for the Borrower and the Guarantors pursuant to Section 11.8 hereof and for the Borrower pursuant to the
Assignment and Security Agreement;



 


		(f)	OPINIONS OF
COUNSEL.
The opinions, addressed to the Agents and the Lenders, of (i) Pinheiro Neto Advogados, Brazilian counsel to the Administrative
Agent and to the Lenders; (ii) Landay Leblang Stern, special New York counsel to the Administrative Agent and (iii) Allen &
Overy LLP, Dutch counsel to the Collateral Agent, in each case covering such matters as the Agents and/or the Lenders may request
including, in the case of the Brazilian legal opinion, the title to the Properties subject to the Mortgages;



 


		(g)	REGISTRATION.
Copies of UCC lien search reports from the District of Columbia showing that there are no existing UCC-1 filings over any of the
Collateral and evidence that a UCC-1 financing statement covering the U.S. Collateral and naming the Borrower as debtor has been
filed with the Recorder of Deeds for the District of Columbia;



 


		(h)	FINANCIAL
STATEMENTS.
A copy of the Financial Statements;



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(i)	GEOREFERENCING.
Receipt by the Brazilian Collateral Agent of evidence that a georeferencing (georeferenciamento)
certificate has been duly issued by the relevant Governmental Authority in respect of each Mortgaged Property and such certificate
has been duly registered with the competent Real Estate Registry (Cartório de Registro de Imóveis), except
for the Mortgaged Properties which (i) are not required to be georeferenced until after the last Principal Repayment Date pursuant
to Brazilian Federal Decree No. 4.449, of October 30, 2002, as amended, or (ii) have not yet been georeferenced but, as set forth
in the Mortgages, will be georeferenced by the Borrower or Agropecuária, as the case may be, within 12 (twelve) months as
of the date of execution of such Mortgage, pursuant to Section 5(t); and



 


		(j)	REPORTS AND
APPRAISALS.
A copy of an appraisal issued no more than one hundred and twenty (120) days prior to the Execution Date by an appraiser acceptable
to the Brazilian Collateral Agent for each of the Mortgaged Properties, stating that the market values of the Mortgaged Properties
are at least the following: (A) for the farms known as Bela Manhã, Água Branca and Ouro Verde,
an aggregate of at least R$33.5 million, (B) for the farms known as Conquista and Alto Alegre, an aggregate of at
least R$114 million and (C) for the farms known as Dom Fabricio and Nossa Senhora Aparecida, an aggregate of at least
R$45 million.



 


		4.2	OTHER CONDITIONS.
The obligation of each Lender to make each Loan (including the first Loan) is also subject to the satisfaction (as determined by
the Administrative Agent and the Lenders, in their sole discretion, but acting reasonably) of the following conditions precedent,
and the delivery of a Notice of Drawdown duly executed by the Borrower shall constitute a representation by the Borrower and the
Guarantors that each of the following conditions (other than Sections 4.2(c) and (h) below) shall have been satisfied on and as
of the relevant Drawdown Date:



 


		(a)	REPRESENTATIONS AND
WARRANTIES.
The representations and warranties contained in Section 3 of this Agreement or otherwise made by the Borrower and the Guarantors
in connection with the transactions contemplated by this Agreement shall be correct as of the relevant Drawdown Date (both immediately
before and after giving effect to the requested Loans) with the same effect as if made at and as of such time;



 


		(b)	NO PROHIBITION.
No applicable law, regulation, directive, communication or action has been imposed, issued
or taken by any Person (including but not limited to any Governmental Authority) that would have a Material Adverse Effect or that
prohibits or



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


prevents the usage of the requested Loans as set
forth in Section 3(v)


hereof;


 


		(c)	NO MATERIAL
ADVERSE EFFECT.
In the reasonable judgment of the Administrative Agent and the Required Lenders there has been no Material Adverse Effect, nor
in the judgment of the Administrative Agent or the Required Lenders has there been any material adverse change or development involving
a prospective material adverse change in (i) United States, Brazilian, Latin American, or international financial, banking, political
or economic conditions, (ii) the political, social, economic or financial condition of Brazil, (iii) the currency exchange rates
or controls imposed by any Brazilian Governmental Authority applicable to Dollars or Reais, or (iv) any legislation, rules, regulations
or other circumstances affecting financial transactions of the same nature as the one reflected by the Credit Documents;



 


		(d)	NO  DEFAULT.
 The Borrower and the Guarantors shall have performed and complied with all terms and
conditions required to be performed or complied with by them herein prior to or on the relevant Drawdown Date, and on the relevant
Drawdown Date, both immediately before and after giving effect to the requested Loan, there shall exist no Default;



 


		(e)	NO CONFLICT.
Neither the Borrower nor any Guarantor is a party to any indenture, loan, credit or other agreement that could reasonably be expected
to have a Material Adverse Effect;



 


		(f)	REQUIRED FEES
AND EXPENSES.
The Borrower shall have paid in full to the Agents, the Lead Arrangers and the Lenders all fees and expenses then due and payable
in connection with this Agreement and the documents relating hereto (including the fees due pursuant to Section 11.3), including,
without limitation, out of pocket and attorneys’ fees and expenses owed to the Agents, the Lead Arrangers and the Lenders
and all amounts then due under the Fee Letter in the amounts agreed therein;



 


		(g)	SECURITY INTEREST.
(i) The Brazilian Collateral Agent shall have received from the Borrower evidence satisfactory to the Brazilian Collateral Agent
of the filing for registration (“protocolo”) of the Mortgages with the competent Real Estate Registries, (ii)
the Assignment and Security Agreement has become effective in accordance with its terms to the reasonable satisfaction of the Collateral
Agent, and (iii) the Collection Account has been opened and is operational to the satisfaction of the Collateral Agent; and



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(h)	PROCEEDINGS AND
DOCUMENTS. All proceedings
in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be satisfactory in
form and substance to the Administrative Agent and each Lender, and the Administrative Agent and each Lender shall have received
all information and such original documents or certified or other copies thereof as the Administrative Agent or any Lender may
reasonably request.



 


		5.	AFFIRMATIVE COVENANTS. The Borrower and each Guarantor, jointly and severally, covenant and agree that so long as any
Obligation is outstanding:



 


		(a)	FINANCIAL
STATEMENTS.
Each of the Borrower and each Guarantor will deliver to the Administrative Agent in sufficient quantities for distribution to each
Lender:



 


		(i)	As soon as available, and in any event no later than one hundred and twenty (120) days after the
end of each fiscal year, (A) the Borrower’s unconsolidated and, if available, its consolidated balance sheet, (B) Participações’
consolidated balance sheet, (C) Monte Alegre’s unconsolidated balance sheet, and (D) the pro forma combined unconsolidated
balance sheets of the Borrower and Monte Alegre, in each case as of the end of their respective fiscal year and prepared in accordance
with GAAP, together with (1) the related statement of earnings, (2) except in the case of item (D) above, changes in financial
condition, and (3) except in the case of item (D) above, the figures for the previous fiscal year, and in each case accompanied
by a report thereon of independent certified public accountants of recognized international standing selected by it and reasonably
satisfactory to the Administrative Agent, which report shall be unqualified and shall state that such consolidated financial statements
present fairly its financial position and the financial position of its Subsidiaries as at the dates indicated and the results
of their operations and their changes in financial condition for the periods indicated in conformity with GAAP, applied on a basis
consistent with prior years (except for inconsistencies required by changes in GAAP) and that the examination by such accountants
in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;



 


		(ii)	As soon as available, and in any event not later than seventy-five (75) days after each fiscal
quarter, (A) the Borrower’s unconsolidated and, if available, its consolidated balance sheet, (B) Participações’
consolidated balance sheet and (C) Monte Alegre’s unconsolidated balance sheet, in each case as of the end of such fiscal
quarter, and the related statements of earnings and changes in financial condition



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


prepared in accordance with GAAP, duly certified
by its chief financial officers as having been prepared in accordance with GAAP;


 


		(iii)	To the extent applicable, promptly upon their becoming available, any financial statements, reports,
notices and proxy statements sent or made available generally by the Borrower or either Guarantor to its security holders, any
regular and periodic reports and all registration statements and prospectuses filed by it with any securities exchange, or any
comparable foreign bodies and any press releases and other statements made available generally by it to the public concerning material
developments in its business; and



 


		(iv)	Simultaneously with each delivery of the financial statements
referred to in clause (i) above by the Borrower, a certificate substantially in the form of Annex F hereto, signed by a
Responsible Officer of the Borrower certifying to its compliance with the covenants set forth in Section 5(k) below, which certificate
must set forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with such covenants.



 


		(b)	ADDITIONAL
INFORMATION. It will
(i) promptly after it knows or has reason to know that any Event of Default has occurred and is continuing, deliver to the Administrative
Agent a certificate from a Responsible Officer thereof notifying the Administrative Agent as to the occurrence and continuance
of such Event of Default, describing the same in reasonable detail and describing the actions that it proposes to take with respect
thereto, (ii) immediately after it knows or has reason to know that any representation set forth in this Agreement or in any other
Credit Document is untrue, deliver to the Administrative Agent a certificate from a Responsible Officer thereof notifying the Administrative
Agent as to such fact, describing the same in reasonable detail and describing the actions that it proposes to take to render such
representation true, (iii) immediately after the commencement thereof, deliver to the Administrative Agent notice in writing of
(A) all actions, suits and proceedings before any court or Governmental Authority and (B) all arbitral proceedings in which it
becomes involved (and in relation to which it shall obtain the necessary approvals, if any, to disclose the existence of such arbitral
proceedings to the Administrative Agent and the Lenders), which, if determined adversely to it, would have a Material Adverse Effect,
(iv) immediately notify the Administrative Agent in writing of any event or circumstance that could reasonably be expected to have
a Material Adverse Effect and (v) provide such other information respecting its business, Properties, condition or operations,
financial or otherwise, as the Administrative Agent or any Lender may reasonably request.



 


		(c)	INSPECTION.
It will (i) comply with all inspection provisions under the Collateral Monitoring Agreement
and (ii) permit any officers or employees



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


of the Agents and each Lender
to visit and inspect any of its Properties and to discuss matters pertinent to an evaluation of its credit or relating to compliance
with this Agreement and the other Credit Documents to which it is a party with its principal officers, and to the fullest extent
permitted by law and appropriate Governmental Authority, to review all books of record and account and any available reports or
statements relevant thereto, all as often as they may reasonably request and during regular business hours, after seventy-two (72)
hours prior written notice, except at any time at which an Event of Default shall have occurred and be continuing due notice shall
not be required. The Borrower and the Guarantors hereby expressly and irrevocably authorize the Agents and each Lender to (i) liaise
with their independent public accountants, (ii) access information relating to the Borrower and the Guarantors furnished to or
by (or prepared by) the relevant independent public accountants, and (iii) otherwise obtain from such independent public accountants
any information with respect to the Borrower and/or the Guarantors or their business, activities, accounts and books that any Agent
or Lender may deem relevant or desirable in the context of the Credit Documents or this transaction.


 


		(d)	CORPORATE EXISTENCE,
TAXES AND MAINTENANCE
OF PROPERTIES.
It will:



 


		(i)	do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence, rights, franchises, licenses and permits, except where the failure to preserve such existence, rights, franchises, permits
or licenses could not, individually or in the aggregate, have a Material Adverse Effect;



 


		(ii)	promptly pay, discharge, or cause to be paid and discharged, all taxes, assessments and governmental
charges lawfully levied or imposed upon its Property or any part thereof before the same shall become in default, as well as all
lawful claims for labor, materials and supplies which, if unpaid, might become a Lien or charge upon such Property or any part
thereof. It may in good faith contest any such taxes, assessments, charges or claims, and in the event of such contest may permit
the same to remain unpaid, so long as enforcement of such contested item is effectively stayed during the period of such contest
and it has established adequate reserves therefor in accordance with GAAP; and



 


		(iii)	maintain, preserve and keep its Properties which are necessary to it for the conduct of its business
in good repair and working order (ordinary wear and tear excepted) and from time to time will make all necessary repairs, replacements,
renewals and additions so that at all times the efficiency thereof shall be maintained.



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(e)	COMPLIANCE WITH 
LAWS; MAINTENANCE
OF  APPROVALS.
(i) It will comply with any and all regulations, rules, laws and orders applicable to it, including, without limitation, (A) any
and all regulations, rules, laws and orders pertaining to labor, social security, retirement and pension matters and (B) all regulations
of the Brazilian Central Bank, of the Conselho Monetário Nacional and of the Brazilian tax authorities in respect
of export prepayments; and (ii) it will maintain all Governmental Approvals required for the making and/or maintenance of the Loans
and the performance of all obligations and transactions contemplated by the Credit Documents.



 


		(f)	BOOKS AND
RECORDS.
It will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and the requirements
of applicable law shall be made of all dealings and transactions in relation to its business.



 


		(g)	INSURANCE.
It will maintain insurance coverage by financially sound and reputable insurers in such forms and amounts, with such deductibles
and against such risks, as are customary for business entities of established reputation engaged in the same or a similar business
and owning and operating similar Properties, including in the case of the Borrower, without limitation, insurance coverage for
any theft, fire, accidents and similar adverse events involving and/or in any way affecting, the Goods.



 


		(h)	RANKING.
It will ensure that the obligations evidenced by each of the Credit Documents to which it is a party are its direct, unconditional
and unsubordinated senior obligations, and rank and will continue to rank in order of payment at least pari passu with all
its other obligations or Indebtedness, except obligations or Indebtedness mandatorily preferred by operation of applicable law.



 


		(i)	SECURITY 
INTEREST. 
(i) It shall ensure that at all times as required hereunder the Lenders, the Collateral Agent and the Brazilian Collateral Agent,
as applicable, have a first priority perfected security interest in the Collateral pledged to them pursuant to this Agreement and/or
the Security Agreements (it being understood that the security interest under the Mortgages and the Agricultural and Mercantile
Pledge Agreement shall only become a duly perfected first priority security interest upon registration of such Mortgages and Agricultural
and Mercantile Pledge Agreement as required hereunder and thereunder and that the security interest in the Mortgaged Properties
known as Dom Fabricio  and Nossa Senhora Aparecida will be second priority security interests until no later than
December 31, 2015 and then at all times thereafter will be first priority security interests, it being agreed that if the Borrower
evidences to the satisfaction of the Administrative Agent and the Required Lenders that the Borrower took, in a timely manner,
all measures necessary to ensure the conversion of the second priority security interests in the Mortgaged



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Properties known as Dom
Fabricio and Nossa Senhora Aparecida into first priority security interests no later than December 31, 2015, but
that such deadline could not be complied with solely as a result of delays attributable exclusively to the respective Real
Estate Registry (Cartório de Registro de Imóveis), as also evidenced to the satisfaction of the
Administrative Agent and the Required Lenders, then the Administrative Agent and such Required Lenders may, but shall not be
obliged to approve, at their sole discretion, the extension of such deadline for such conversion); (ii) it shall (and shall
cause Agropecuária to) give, execute, deliver, file, and/or record, any financing statement, notice, instrument,
document, agreement or other papers as may be necessary in the judgment of the Collateral Agent or the Brazilian Collateral
Agent, as the case may be to create, perfect, or validate any portion of the security interests granted pursuant to the
Security Agreements and/or hereunder or to enable the Collateral Agent and/or the Brazilian Collateral Agent, as the case may
be, for the benefit of the Lenders, to exercise and enforce its rights hereunder and thereunder, and it hereby authorizes the
Collateral Agent and the Brazilian Collateral Agent to each file financing statements and amendments thereto relative to all
or any part of the Collateral without its signature to the fullest extent permitted by applicable law; (iii) the Borrower
shall ensure that copies of the Shipping Documents for each Export Receivable are promptly delivered to the Brazilian
Collateral Agent upon its request; (iv) the Borrower will deliver copies of the Off-take Contracts, together with evidence
that notices of assignment of the Off-take Contracts to the Collateral Agent under the Security Agreements have been provided
to the relevant Eligible Off-takers, and that the relevant Eligible Off-takers have provided acknowledgements of such
assignments to the Collateral Agent; (v) the Borrower will, no later than forty (40) days after its execution, but in no
event later than December 31, 2015 (or any earlier date as may be necessary to comply with the requirements of Section
5(l)(i) below), deliver to the Brazilian Collateral Agent evidence satisfactory to the Brazilian Collateral Agent that the
Agricultural and Mercantile Pledge Agreement has been executed by all parties thereto and duly registered at the appropriate
registry office(s), together with the initial report issued by the Collateral Monitoring Agent pursuant to the Collateral
Monitoring Agreement in respect to the sugar cane pledged thereunder in form and substance as described in such Collateral
Monitoring Agreement (it being agreed that if the Borrower evidences to the satisfaction of the Administrative Agent and the
Required Lenders that the Borrower took, in a timely manner, all measures necessary to ensure the due registration at the
appropriate registry office of the Agricultural and Mercantile Pledge Agreement no later than December 31, 2015, but that
such deadline could not be complied with solely as a result of delays attributable exclusively to the respective registry
office, as also evidenced to the satisfaction of the Administrative Agent and the Required Lenders, then the Administrative
Agent and such Required Lenders may, but shall not be obliged to approve, at their sole discretion, the extension of such
deadline


 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


for such registration),
and (vi) the Borrower will, by no later than December 31, 2015, deliver to the Brazilian Collateral Agent a new appraisal
issued no earlier than ninety (90) days prior to such date by an appraiser acceptable to the Brazilian Collateral Agent of
the Mortgaged Properties known as Dom Fabricio and Nossa Senhora Aparecida and indicating a market value at
such time of at least R$45 million.


 


		(j)	FURTHER ASSURANCES.
It will cooperate with the Administrative Agent and each Lender and execute and deliver such further instruments, documents, authorizations,
consents, approvals and orders in form and substance satisfactory to the Administrative Agent, as the Administrative Agent, on
behalf of any Lender, shall reasonably request to carry out the transactions contemplated by this Agreement including, without
limitation, to maintain the Liens under the Security Agreements for the benefit of the Lenders.



 


		(k)	FINANCIAL
COVENANTS.
It will ensure that in all cases in accordance with GAAP and based on the combined unconsolidated audited financial statements
of the Borrower and Monte Alegre:



 


		(i)	The ratio of its Net Worth to its Total Assets is equal to or greater than 0.4 as of the end of
each fiscal year (starting with the fiscal year ending December 31, 2014);



 


		(ii)	The ratio of its Net Debt to its Adjusted EBITDA is (A) equal to or less than 4.2 as of December
31, 2014, (B) equal to or less than 3.5 as of December 31, 2015, and (C) equal to or less than 3.0 as of December 31, 2016 and
December 31 of each year thereafter; and



 


		(iii)	Its Interest Coverage Ratio is equal to or greater than 3.0 as of the end of each fiscal year (starting
with the fiscal year ending December



31, 2014).


 


		(l)	COLLATERAL
COVERAGE.
It will ensure that:



 


		(i)	The aggregate of (A) the Market Value of the sugar cane subject to the Agricultural and Mercantile
Pledge Agreement and (B) ninety (90%) per cent of the market value of the Mortgaged Properties over which a first priority security
interest has been provided to the Brazilian Collateral Agent, for the benefit of the Lenders, pursuant to the Mortgages (as such
market value is determined pursuant to the most recent appraisal issued by an appraiser acceptable to the Brazilian Collateral
Agent), shall be equivalent to at least the following percentage of the aggregate outstanding principal amount of Loans during
each of the following periods (each such percentage the “Minimum Coverage Ratio”):



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


	Period	
        Minimum

        Coverage Ratio

	From	To
	First Drawdown	December 31, 2015	37%
	January 1, 2016	June 30, 2016	67%
	July 1, 2016	September 30, 2016	75%
	October 1, 2016	December 31, 2016	84%
	January 1, 2017	June 30, 2017	96%
	July 1, 2017	September 30, 2017	112%
	October 1, 2017	December 31, 2017	135%
	January 1, 2018	June 31, 2018	169%
	July 1, 2018	September 30, 2018	253%
	October 1, 2018	Full Repayment	507%


 


The Brazilian Collateral Agent
shall, on a weekly basis, calculate the ratio of (1) the aggregate of items (A) and (B) above to (2) the aggregate outstanding
principal amount of the Loans (such ratio being the “Effective Coverage Ratio”), and if the Brazilian Collateral
Agent should determine at any time and from time to time that the Effective Coverage Ratio has been reduced, for whatever reason,
to a level which is more than five (5) percentage points lower than the Minimum Coverage Ratio for the respective period, then
(X) the Brazilian Collateral Agent shall promptly inform the Lenders and the Borrower and (Y) within fifteen (15) days following
written demand by the Brazilian Collateral Agent, the Borrower shall (a) pledge additional sugar cane and/or Goods under the Agricultural
and Mercantile Pledge Agreement and/or (b) provide mortgages over additional land, in each case as acceptable to the Brazilian
Collateral Agent, and/or (c) prepay part of the outstanding Loans, to ensure that the Minimum Coverage Ratio is duly complied with.
In order to calculate the Effective Coverage Ratio on any date, amounts expressed in Reais shall be converted to Dollars at the
FX Rate for such date.


 


		(ii)	From March 31 of each calendar year (starting with March
31, 2016) until the end of such calendar year, the aggregate Market Value of the Goods remaining to be supplied and paid for under
Off-take Contracts prior to the end of such calendar year (but multiplied by 0.833333 if the purchase price of such Goods has
not been fixed in accordance with the terms of the respective Off-take Contract) (such amount being the “Collateral Amount”),
shall be equal to or greater than the Adjusted Repayment Amount, provided that if the Collateral



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Agent determines at any time
and from time to time during such period that the Collateral Amount is less than ninety (90%) percent of the Adjusted Repayment
Amount, then within fifteen (15) days following written demand by the Brazilian Collateral Agent, the Borrower shall provide additional
Off-take Contracts and/or amend the existing Off-take Contracts to ensure that the Collateral Amount equals or exceeds the Adjusted
Repayment Amount. For the purposes of the foregoing, as of the date that is ten (10) days after written notice to the Borrower
from the Administrative Agent, acting at the direction of the Required Lenders, that an Eligible Off-taker Material Adverse Effect
and/or an Importer Material Adverse Effect has occurred and is continuing in respect of a particular Eligible Off- taker and/or
the Importer, as the case may be, all Off-take Contracts with such Eligible Off-taker, and/or to which the Importer is a party,
as the case may be, shall not be considered as Off-take Contracts for purposes of this Section 5(l) until such time as such Eligible
Off- taker Material Adverse Effect and/or Importer Material Adverse Effect, as the case may be, has been declared by the Administrative
Agent, acting at the direction of the Required Lenders, to be terminated by written notice to the Borrower; and


 


		(iii)	To the extent that the Off-take Contracts which make up
the Collateral Amount as described in paragraph (ii) above include, at any time, one or more Off-take Contracts to which the Importer
is a party, then the aggregate Market Value of the Goods remaining to be supplied and paid for under Export Contracts prior to
the end of the Repayment Window in such calendar year (but multiplied by 0.833333 if the purchase price of such Goods has not
been fixed in accordance with the terms of the respective Export Contract Contract) (such amount being the “Export Contract
Collateral Amount”), shall, at such time, be equal to at least 99% of the Collateral Amount represented by such Off-take
Contracts to which the Importer is a party, provided that if the Collateral Agent determines at any time and from time to time
that the Export Contract Collateral Amount is less than ninety (90%) percent of the amount required as described above, then within
fifteen (15) days following written demand by the Brazilian Collateral Agent, the Borrower shall provide additional Export Contracts
and/or amend the existing Export Contracts to ensure that the Export Contract Collateral Amount equals or exceeds the amount required
as described above. For the avoidance of doubt, at all times when the Off-take Contracts which make up the Collateral Amount as
described in paragraph (ii) above do not include Off-take Contracts to which the Importer is a party, no Export Contracts will
need to be provided.



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(m)	MATERIAL CONTRACTS.
It will fully perform its obligations under, and maintain in full force and effect during
its stated term, each existing and future agreement or instrument to which it is a party or by which it is bound (including, without
limitation, the Credit Documents to which it is a party), except where the failure to so perform or so maintain in full force and
effect would not have, individually or in the aggregate, a Material Adverse Effect.



 


		(n)	ENVIRONMENTAL
LAWS.
It will comply in all respects with all applicable Environmental Laws and obtain and comply in all respects with, and maintain,
any and all licenses, approvals, registrations or permits required by applicable Environmental Laws. The Borrower undertakes, pursuant
to the Mortgages, within 12 (twelve) months as of the execution of each Mortgage, at its own expense, to create and formalize any
and all permanent preservation and legal reserve areas that have not yet been created in the Mortgaged Properties, pursuant to
the applicable Environmental Law.



 


		(o)	USE OF  PROCEEDS.
 The proceeds of the Loans shall be used by the Borrower exclusively to finance costs
incurred in the processing, warehousing and exporting of sugar cane and/or Goods used to fulfill its obligations under the Export
Contracts and/or the Off-take Contracts.



 


		(p)	CENTRAL BANK
REGISTRY. The
Borrower will ensure that the Schedule of Payments (Esquema de Pagamento) (“Schedule of Payments”) evidencing
the repayment schedule of each of the Loans hereunder shall be registered and in effect under SISBACEN no later than 10 (ten) days
prior to the first Interest Payment Date. The Borrower will maintain the ROF and the Schedule of Payments in full force and effect.
Within five (5) days after the registration of the Schedule of Payments with SISBACEN as set forth in the preceding sentence, the
Borrower shall send a complete copy of the relevant ROF (containing the Schedule of Payments) to the Administrative Agent and the
Lenders.



 


		(q)	COMPLIANCE WITH
ANTI-TERRORISM
LAWS.
Neither the Borrower nor any Guarantor will (i) conduct business with or engage in any transaction with any Sanctioned Person;
(ii) contribute or otherwise make available the proceeds of any Loan, directly or indirectly, to any Person (whether or not related
to any member of its group of companies) for the purpose of financing the activities of any Sanctioned Person, to the extent such
contribution or provision of proceeds would be prohibited by Sanctions or would otherwise, to the knowledge and belief of the Borrower
or relevant Guarantor, cause any Person to be in breach of Sanctions; or (iii) fund all or part of any repayment of the Loans out
of proceeds derived from transactions which would be prohibited by Sanctions or would otherwise cause any Person to be in breach
of Sanctions. The Borrower and the Guarantors will ensure they have appropriate controls and safeguards in place to comply with
the foregoing. The Borrower and the Guarantors



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


hereby authorize and consent
to the Agents and the Lenders taking any and all steps they deem necessary, in their sole discretion, to comply with all applicable
laws with respect to any such Sanctions, including, without limitation, the requirements of the relevant Economic and Trade Sanctions
and Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets). The Borrower and the Guarantors
will comply at all times with the requirements of all applicable economic or trade sanctions, terrorism or money laundering laws
and will ensure that neither the Agents nor the Lenders will be subject to any adverse consequences under any such laws applicable
to any Agent or any Lender as a consequence of its entry into and/or performance of the transactions contemplated by this Agreement.
The Borrower shall ensure that its sale and delivery of Goods to the Eligible Buyers shall not involve any transshipments at any
seaport or airport located in any Sanctioned Country. Upon any Agent’s or any Lender’s request from time to time during
the term of this Agreement, the Borrower will deliver a certification confirming its compliance with the covenants set forth in
this Section 5(q).


 


		(r)	FATCA. The Borrower will ensure that it will not become a FATCA FFI or a U.S. Tax Obligor.



 


		(s)	ULTRA-HIGH
RISK COUNTRIES.
Neither the Borrower, any Guarantor, nor, to the best of their knowledge, any Persons holding any legal or beneficial interest
whatsoever in the Borrower or any Guarantor (whether directly or indirectly) shall use funds obtained under any Loan in connection
with this Agreement to undertake business or have any commercial contact with any Person that (a) is listed on or covered by any
official sanctions or export control list maintained by any Governmental Authority of the United States (including OFAC) and/or
the European Union or (b) which is a resident of, located in and/or incorporated under the laws of any Ultra-High Risk Country.
The Borrower shall ensure that (i) its sale and delivery of Goods sold under the Off-take Contracts to the Eligible Off-takers
and to the Importer under the Export Contracts, the Export Receivables resulting from which will be applied to the payment and/or
repayment of amounts due and payable hereunder, shall not involve any transshipments at any seaport or airport located in any Ultra-High
Risk Country, and (ii) no funds received in the Collection Account relate to any shipment of Goods sold under the Off- take Contracts
or the Export Contracts by the Borrower to any Ultra-High Risk Country (as may be evidenced in the respective Shipping Documents),
and hereby declares its understanding and acceptance of the fact that in the case of both (i) and (ii) above, under no circumstances
may funds which relate to any such shipment of Goods be utilized for the payment or repayment of any amounts due hereunder.



 


		(t)	GEOREFERENCING.
The Borrower shall, and shall, as the case may be, cause Agropecuária to provide
to the Brazilian Collateral Agent at the Borrower’s



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


own expense and no later than
the date which is twelve (12) months after the date of execution of the Mortgages, evidence satisfactory to the Brazilian Collateral
Agent and the Required Lenders that those Mortgaged Properties which had not, at the time of execution of the Mortgage, been duly
georeferenced as required pursuant to Law nr. 10.267 of August 28 , 2001 and Decree nr. 4.449 of October 30, 2002, as amended by
Decree nr. 7.620 of November 21, 2011, have been duly georeferenced (such evidence to include, but not be limited to, the due recording
of such georeferencing in the registration of the respective Mortgaged Property at the respective Real Estate Registry (Cartório
de Registro de Imóveis)), it being agreed that if the Borrower evidences to the satisfaction of the Brazilian Collateral
Agent and the Required Lenders that the Borrower (or Agropecuária, as the case may be) took, in a timely manner, all measures
necessary to ensure the finalization of the georeferencing of the respective Mortgaged Properties prior to the deadline established
above, but that such deadline could not be complied with solely as a result of delays attributable exclusively to the respective
Governmental Authority (including, but not limited to the Instituto Nacional de Colonização e Reforma Agrária
– INCRA), and/or the respective Real Estate Registry (Cartório de Registro de Imóveis), as also
evidenced to the satisfaction of the Brazilian Collateral Agent and the Required Lenders, then the Administrative Agent and such
Required Lenders may, but shall not be obliged to approve, at their sole discretion, the extension of such deadline for the conclusion
of such georeferencing.


 


		6.	NEGATIVE COVENANTS.  The Borrower and each Guarantor, jointly and severally, agree that, so long as any Obligations
are outstanding, it will not:



 


		(a)	TRANSACTIONS WITH
AFFILIATES.
Enter into any transaction or series of related transactions with any Affiliate thereof, other than in the ordinary course of its
business and on terms and conditions substantially as favorable to it as would reasonably be obtained at that time in a comparable
arm’s length transaction with a Person other than such Affiliate; provided that intercompany Indebtedness between the Borrower
and any Guarantor, or between the Guarantors shall be permitted provided that such Indebtedness shall be undertaken on an “arm’s
length basis”, and shall not exceed US$ 20,000,000 (twenty million United States dollars) (or equivalent in other currencies)
in aggregate principal amount outstanding at any time, and provided further that the Borrower and each Guarantor will be permitted,
without limitation, to guarantee each other’s Indebtedness and the Indebtedness of any other company of the Adecoagro Group,
but not the Indebtedness of any other Person.



 


		(b)	MERGERS,
CORPORATE REORGANIZATION.
(i) Enter into any merger, consolidation, or amalgamation, except for any merger, consolidation or amalgamation in which it is
the surviving party and there is no Change of



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Control or if it is not the
surviving entity then there is no change in the ultimate beneficial ownership of the entity that is the surviving entity (from
the ultimate beneficial ownership of the entity that is not the survivor) and the surviving entity assumes all obligations of the
entity being absorbed by it, or (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii)
enter into any reorganization or corporate restructuring, except if such reorganization or corporate restructuring involves exclusively
companies of the Adecoagro Group and does not result in a Change of Control.


 


		(c)	DISPOSITION OF 
ASSETS. 
In a single transaction or in a series of transactions, sell, transfer, assign or dispose, in any way, of all or any part of its
Property or Assets, other than (A) the sale of machinery and/or equipment utilized in the normal course of business, provided that
such machinery and/or equipment is replaced within a reasonable period of time with similar machinery and/or equipment of equal
or greater value, and (B) sales of inventory in the ordinary course of business.



 


		(d)	CHANGE IN 
NATURE OF  BUSINESS;
GOVERNING  DOCUMENTS
 ETC. 
(i) Make any material change in the nature of its business as carried on at the Execution Date or (ii) amend, modify or change
any of its Governing Documents, or any agreement entered into by it with respect to its Capital Stock, or enter into any new agreement
with respect to its Capital Stock, if in the case of this clause (ii) it has, or would be reasonably likely to have, a Material
Adverse Effect.
	 	 	 



		(e)	LIMIT ON 
ACCOUNTING  CHANGES.
 Make any change in accounting treatment or reporting practices, change its fiscal year
or promote any revaluation of its Assets, except as permitted by GAAP.



 


		(f)	LIENS.
Create, incur, assume or permit to exist any Liens on or with respect to its Property or Assets, except (i) Liens pertaining to
judgments under appeal in good faith by appropriate proceedings, in relation to which adequate provisions are being held by the
appropriate Person, (ii) Liens for taxes not required to be paid but properly reserved against, (iii) mechanics, carriers’,
warehousemen’s and similar Liens imposed by law arising in the ordinary course of business and securing sums not past due
and Liens of a like nature, (iv) Liens incurred by it in connection with capital expenditure financing, provided in each case such
Lien covers only the Assets resulting from such financing and does not secure Indebtedness other than such specific capital expenditure
financing, (v) any Lien in connection with workers’ compensation, unemployment insurance or other similar social security
legislation, (vi) easements, rights of way, restrictions, minor defects or irregularities in the title and other similar charges
or encumbrances on real property not interfering in any material respect with its business, and incurred in the ordinary course
of business, (vii) Liens securing hedging obligations under hedging agreements entered into in the ordinary course of



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


business and not for speculative
purposes, (viii) Liens over its Property, Assets, inventory, cash deposits, investments, sugar cane and/or receivables, other than
any of the Collateral, securing its obligations under any lines of credit or working capital facility or in connection with any
structured export or other trade finance transaction, provided that the value of such Property, Assets, inventory, cash deposits,
investments, sugar cane and/or receivables subject to such Liens is not greater than 115% of the financing which they guarantee
at any time, (ix) Liens existing on the Execution Date and listed in Schedule 4 hereto, (x) Liens in favor of the Collateral Agent
or the Brazilian Collateral Agent for the benefit of the Lenders for purposes of securing the Obligations, and (xi) Liens in favor
of (A) Banco Nacional de Desenvolvimento Econômico e Social - BNDES (including loans from Financiadora de Estudos
e Projectos - FINEP), directly or indirectly, Banco do Brasil, Banco do Nordeste do Brasil S.A. or any other Brazilian federal,
regional or state governmental development bank or credit agency or (B) any international or multilateral development bank, government-sponsored
agency, export-import bank or official export-import credit insurer, in each of cases (A) and (B), in connection with the financing
of the acquisition and/or reformation of fixed assets, and in which cases the respective Lien is provided only over the fixed asset(s)
in question and does not secure other Indebtedness.


 


		(g)	RESTRICTED
PAYMENTS.
Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, if at such time an Event of Default has
occurred and is continuing or an Event of Default would result from such payment being declared or made.



 


		7.	EVENTS OF DEFAULT. If:



 


		(a)	The Borrower or any Guarantor shall (i) fail to pay any principal of any Loan when due or (ii)
fail to pay any interest on any Loan or any other obligation payable by it hereunder or under any other Credit Document when due;
or



 


		(b)	The Borrower or any Guarantor shall fail to duly observe or perform (i) any covenants, agreements
or obligations contained in Sections 5 or 6 of this Agreement or in any of the Security Agreements, or (ii) any other covenants,
agreements or obligations contained in this Agreement (other than as provided in subsections 7(a) and 7(b)(i)), or any other instrument
or document delivered in connection herewith and in the case of this item (ii) only such failure continues for a period of ten
(10) days after the earlier of (A) the date on which the Borrower or the relevant Guarantor gives notice to the Administrative
Agent of such failure and (B) the date on which written notice of such failure shall have been given to the Borrower or the relevant
Guarantor, as the case may be, by any of the Lenders; or



 




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	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(c)	The Borrower or any Guarantor or any of their officers, have made any representation or warranty
herein or in any other writing furnished pursuant to or in connection with this Agreement or any of the other Credit Documents
which shall prove to have been false, incorrect or misleading in any material respect on the date when made or deemed made; or



 


		(d)	(i) The Borrower, any of the Guarantors or any of their relevant Subsidiaries shall have defaulted
in the payment of the principal of or the interest on or other monetary amount owing in respect of any of its Other Credit Parties
Indebtedness when the same becomes due and payable, whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise, and such default shall continue beyond any grace period provided with respect thereto, or any other default shall have
occurred under the terms of any instrument or agreement evidencing or setting forth terms and conditions applicable to any of its
Other Credit Parties Indebtedness, or any other event shall occur or condition exist, if the effect of such default, condition
or event is to cause or permit the Credit Party holder or Credit Parties holders of such Other Credit Parties Indebtedness (or
anyone acting on their behalf) to cause such Other Credit Parties Indebtedness to become due prior to its date of maturity or to
require such Other Credit Parties Indebtedness to be prepaid, redeemed, purchased or defeased, or require an offer to purchase
or defease such Other Credit Parties Indebtedness to be made, prior to its expressed maturity; or (ii) the Borrower, any of the
Guarantors or any of their relevant Subsidiaries shall have defaulted in the payment of the principal of or the interest on or
other monetary amount owing in respect of any of its Indebtedness (other than any Indebtedness hereunder or any Other Credit Parties
Indebtedness) in an amount, individually or in aggregate, exceeding US$ 5,000,000 (five million U.S. Dollars) (or its equivalent
amount in any other currency), when the same becomes due and payable, whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise, and such default shall continue beyond any grace period provided with respect thereto, or any other default
shall have occurred under the terms of any instrument or agreement evidencing or setting forth terms and conditions applicable
to any of such Indebtedness, or any other event shall occur or condition exist, if the effect of such default, condition or event
is to cause or permit the holder or holders of such Indebtedness (or anyone acting on behalf of such holder or holders) to cause
such Indebtedness to become due prior to its date of maturity or to require such Indebtedness to be prepaid, redeemed, purchased
or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, to the extent
the amount of such Indebtedness (other than any Indebtedness hereunder or any Other Credit Parties Indebtedness), individually
or in aggregate, exceeds US$ 5,000,000 (five million U.S. Dollars) (or its equivalent amount in any other currency); or



 


		(e)	One or more judgments or orders from which no further appeal is permissible under applicable law
for the payment of money aggregating in excess of



 




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US$5,000,000.00 (five million
U.S. Dollars) (or its equivalent in another currency) shall be rendered against the Borrower or any Guarantor and such judgment
or order shall continue unsatisfied and in effect for a period of forty- five (45) calendar days; or


 


		(f)	The Borrower, any Guarantor, or any Subsidiary of the Borrower or any Guarantor shall: (i) generally
not, or be unable to, or shall admit in writing its inability to, pay its debts (except for amounts due under this Agreement) as
such debts become due; (ii) make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment
of a custodian, receiver, trustee or other similar official for it or any substantial part of its Assets; (iii) commence any proceeding
under any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, winding-up or liquidation law
or statute of any jurisdiction, whether now or hereafter in effect; (iv) have had any such petition or application (as described
in (ii) above) filed or any such proceeding (as described in (iii) above) shall have been commenced, against it, in which an adjudication
or appointment is made or order for relief is entered, or which petition, application or proceeding is not dismissed within 45
(forty-five) days of such filing or commencement; (v) have proposed to any creditor or any group of creditors of the same nature
and subject to the same payment conditions, any out-of-court reorganization plan (plano de recuperação extrajudicial),
regardless of its confirmation by the relevant court; (vi) have filed for court reorganization (recuperação judicial),
regardless of whether such request is granted by the relevant court; or (vii) by any act or omission indicate its consent to, approval
of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver
or trustee for all or any substantial part of its Property; or



 


		(g)	Any attachment, execution or legal process shall be enforced against any Assets or Property of
the Borrower or any Guarantor which has or could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, and such attachment, execution or legal process shall remain unstayed and in effect for a period of thirty (30) days; or



 


		(h)	Any material provision of any of the Credit Documents shall cease, for any reason other than with
the agreement of the Lenders or satisfaction in full of all the Obligations, to be in full force and effect, or the Borrower, any
Guarantor or Agropecuária shall so assert; or the Borrower, any Guarantor or Agropecuária shall assert that it does
not have any liability under any one or more of the Credit Documents to which it is a party; or any of the Security Agreements
shall not give or shall cease in any material respect to give the Collateral Agent or the Brazilian Collateral Agent, as the case
may be, the Liens, rights, powers and privileges purported to be created thereby (including first priority perfected security interests
in, and Liens on, all of the Collateral subject thereto, except as otherwise permitted pursuant to Section 5(i)(i) hereof) or the
validity or enforceability of the Liens granted, to be granted, or purported to be granted, by



 




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any Security Agreement shall be contested by the
Borrower, any Guarantor or


Agropecuária; or


 


		(i)	A Change of Control shall have occurred; or



 


		(j)	All or any substantial part of the Assets or revenues of the Borrower or any Guarantor is condemned,
seized or otherwise appropriated by any Person acting under the authority of any Governmental Authority, or the Borrower or any
Guarantor is prevented by any such Person from exercising normal control over all or any substantial part of its Assets or revenues;
or



 


		(k)	(i) A Governmental Authority of Brazil (including without limitation the Central Bank of Brazil)
shall (A) declare a general suspension of payment or a moratorium on the payment of debt of the Borrower or any Guarantor (which
does not expressly exclude this Agreement) or (B) fail to exchange, or to approve or permit the exchange of, Reais for Dollars,
or take any other action, including, without limitation, the promulgation, operation or enforcement of any law, act, decree, regulation,
ordinance, order, policy, or determination, or any modification of, or change in the interpretation of, any of the foregoing, that
has the effect of restricting or preventing such exchange or the transfer of any funds outside Brazil, beyond the extent to which
such restrictions exist on the Execution Date, or (ii) United States Dollars shall be unavailable in any legal exchange market
therefor in Brazil in accordance with normal commercial practice; or



 


		(l)	Any event which has or may have a Material Adverse Effect shall have occurred,



 


thereupon and at any time thereafter and in every
such event (each an “Event of


Default”),


 


		(1)	in the case of an Event of Default other than one specified in clause (f) of this Section 7, the
Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by prior, written notice to the
Borrower, declare the Commitment of each Lender to be terminated, whereupon the same shall forthwith terminate, (ii) shall at the
request, or may with the consent, of the Required Lenders, by prior, written notice to the Borrower, declare the Notes, the Loans,
all interest thereon and all other amounts payable under this Agreement and the Notes to be forthwith due and payable, whereupon
the Notes, the Loans, all such interest and all such amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantors and
(iii) shall at the request or demand, or may with the consent of the Required Lenders, take or direct any of the other



 




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Agents to take any collection,
remedial or enforcement action (or exercise any other rights, whether in or out of court) permitted by applicable law or any of
the Security Agreements; and


 


		(2)	in the case of an Event of Default specified in clause (f) of this Section 7, (i) the Commitment
of each Lender shall automatically be terminated, (ii) the Notes, the Loans, all interest thereon and all other amounts payable
under this Agreement and the Notes shall automatically become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantors and (iii) the Administrative Agent
is hereby authorized to take or direct any of the other Agents to take any collection, remedial or enforcement action (or exercise
any other rights, whether in or out of court) permitted by applicable law or any of the Security Agreements.



 


The foregoing shall not limit the Lenders’ rights
to exercise any of their remedies under any of the other Credit Documents.


 


		8.	TAXES



 


		8.1	TAXES



 


		(a)	All payments due hereunder or under the Notes to or for the account of any Lender or the Administrative
Agent shall be made without deduction for or on account of any present or future income, stamp, value-added, registration, transfer
and other taxes, levies, imposts, duties, fees, withholdings, assessments or other charges of whatever nature, or any interest,
penalty, or similar liability with respect thereto, now or hereafter imposed by any taxing authorities in any jurisdiction (other
than such taxes as may be measured by the overall net income (however denominated), franchise taxes and branch profits taxes, in
each case imposed as a result of a Lender or the Administrative Agent being organized under the laws of, or having its principal
office or Lending Office located in, the jurisdiction imposing such tax) (“Taxes”).



 


		(b)	If Taxes are required to be withheld or deducted from any such payment, the Borrower or the Guarantors
shall pay to each Lender or the Administrative Agent, as the case may be, such additional amount as may be necessary to ensure
that the net amount actually received by such Lender or the Administrative Agent, as the case may be, in respect of such payment
free and clear of Taxes, is equal to the amount which such Lender or the Administrative Agent, as the case may be, would have received
if Taxes had not been withheld or deducted from such payment. Without limiting the foregoing



 




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sentence, the Borrower or the
Guarantors shall pay all Taxes due in respect of any such payment (including all Taxes payable on account of any such payment of
Taxes) on or before the respective due dates thereof and, upon making any such deduction, withholding or payment of Taxes, the
Borrower or the Guarantors (as the case may be), shall furnish to such Lender or the Administrative Agent, as the case may be,
within thirty (30) calendar days thereafter, an original or certified copy of a receipt from the relevant taxing authority evidencing
such deduction, withholding or payment.


 


		(c)	If any Taxes are paid directly by any Lender or the Administrative Agent, or if the Borrower or
the Guarantors fail to comply with the provisions of this Section 8.1, the Borrower or the Guarantors shall, within thirty (30)
calendar days after written demand of such Lender or the Administrative Agent, as the case may be, reimburse such Lender or the
Administrative Agent, as the case may be, for all such payments, and indemnify such Lender or the Administrative Agent, as the
case may be, for any related interest, penalty or similar liability.



 


		8.2	OTHER  TAXES.
 Without limiting Section 8.1, the Borrower or the Guarantors shall pay, and indemnify
each Lender and the Administrative Agent against, any and all stamp, excise, registration, transfer, capital, net worth and similar
taxes including, without limitation, taxes on financial outstandings, court taxes and any extraordinary tax (“Other Taxes”)
which may be payable or determined to be payable on or in connection with the execution, delivery, performance or enforcement of
this Agreement, the Notes or the lending or borrowing hereunder. The Borrower or the Guarantors shall further pay, and indemnify
each Lender and the Administrative Agent against, any and all penalties and liabilities with respect to or resulting from delay
or omission to pay such Other Taxes.



 


		9.	GUARANTEE



 


		9.1.	GUARANTY.
For value received and hereby acknowledged and as an inducement to the Lenders to make the Loans available to the Borrower, each
Guarantor, jointly and severally, hereby unconditionally and irrevocably guaranties, as primary obligor, (a) the full and punctual
payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations, (b) the strict performance and
observance by the Borrower of its obligations under this Agreement and the other Credit Documents and of all agreements, warranties
and covenants applicable to the Borrower in this Agreement; and (c) the strict performance of all such obligations under this Agreement
and the other Credit Documents which would become due but for the operation of the automatic stay pursuant to Section 362(a) of
the



 




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United States Bankruptcy
Code and the operation of Sections 502(b) and 506(c) of the United States Bankruptcy Code or any similar legislation
applicable to the Borrower or any Guarantor (such obligations collectively being the “Guaranteed
Obligations”).


 


		9.2.	GUARANTY ABSOLUTE.
Each Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the
terms hereof and of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Agents and the Lenders with respect thereto. The liability of each Guarantor under this
Section 9 with regard to the Guaranteed Obligations shall be absolute and unconditional irrespective of:



 


		(a)	any lack of validity or enforceability of this Agreement,
the Credit Documents, or any other agreement or instrument
relating thereto;






 


		(b)	any change in the time of, manner or place of payment of, or in any other term of, all or any of
the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Agreement and/or any other
Credit Document (with regard to such Guaranteed Obligations);



 


		(c)	any exchange, release or nonperfection of any collateral, or any release or amendment or waiver
of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;



 


		(d)	any change of control of or ownership in the Borrower or
any Guarantor;



 


		(e)	the Borrower or any Guarantor not being the surviving or successor entity in any merger or consolidation
with another Person, or any other reorganization or corporate restructuring;



 


		(f)	any acceptance of any partial payment(s) from the Borrower and/or any Guarantor; or



 


		(g)	any other circumstance which might otherwise constitute a defense available to, or a discharge
of, the Borrower or any Guarantor in respect of the Guaranteed Obligations.



 


The obligations of each Guarantor
contained in this Section 9 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of
any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Agent or the Lenders upon the insolvency, bankruptcy
or reorganization of the Borrower and/or any Guarantor or otherwise, all as though such payment had not been made.


 




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		9.3.	EFFECTIVENESS,
ENFORCEMENT. The
guaranty obligations of the Guarantors under this Section 9 shall be effective as of the Execution Date. No invalidity, irregularity
or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting
to reduce, amend or otherwise affect any liability of the Borrower or of any Guarantor, and no defect in or insufficiency or want
of powers of the Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense
to or claim against such guaranty. The agreements of each Guarantor contained in this Section 9 constitute a continuing guaranty
and shall remain in full force and effect until the irrevocable and indefeasible payment in full of, and performance of, all Guaranteed
Obligations and all other amounts payable under this Section 9. The agreements of the Guarantors contained in this Section 9 are
made for the benefit of the Agents and the Lenders and their successors and assigns, and may be enforced from time to time as often
as occasion therefor may arise and without requirement on the part of the Agents and/or the Lenders first to exercise any rights
against the Borrower, any Guarantor or any other guarantor or to exhaust any remedies available to it against the Borrower or to
resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or to elect any other remedy. The
Guarantors irrevocably authorize the Agents and the Lenders to take any action in respect of the Guaranteed Obligations or any
collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety,
without notice to or the consent of the Guarantors and irrespective of any change in the financial condition of any of the Guarantors
or the Borrower. This Agreement shall be enforceable against the Guarantors (and any of their successors and assigns) to the maximum
extent permitted by fraudulent transfer laws but in no event shall the maximum liability of any Guarantor hereunder exceed the
maximum amount that can be guaranteed by such Guarantor without rendering its guaranty hereunder voidable under applicable fraudulent
transfer laws. For purposes of this Section 9, “fraudulent transfer laws” means applicable Brazilian bankruptcy
and fraudulent transfer and conveyance statutes and the related case law.



 


		9.4.	WAIVERS.
To the fullest extent permitted by law, each Guarantor hereby irrevocably waives promptness, diligence, presentment, demand, protest,
notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and the obligations under this Section
9 and any requirement that the Agents and/or the Lenders protect, secure, perfect or otherwise take action to ensure any security
interest or Lien on any Property or Assets subject thereto or exhaust any right or take any action against the Borrower or any
other Person or any collateral. Each Guarantor also irrevocably waives, to the fullest extent permitted by law, all defenses which
at any time may be available to it in respect of the Guaranteed Obligations and the obligations under this Section 9 by virtue
of any statute of



 




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limitations, valuation, stay,
moratorium law or other similar law now or hereafter in effect. In addition, each Guarantor irrevocably and unconditionally waives
all benefits under Articles 333 and its sole paragraph, 364, 366, 821, 824, 827, 829, 830, 834, 835, 837, 838 and 839 of the Brazilian
Civil Code and Article 595 of the Brazilian Code of Civil Procedure. The Guarantors also irrevocably waive any offset or counterclaim
or other right, defense or claim based on or in the nature of any obligation now or later owed to the Guarantors by the Borrower,
any Agent or any Lender.


 


		9.5.	SUBORDINATION.
The (a) payment of any amounts due with respect to any Indebtedness of the Borrower for money borrowed or credit received now or
hereafter owed to any Guarantor and (b) exercise by any Guarantor of any rights against the Borrower arising as a result of payment
by such Guarantor hereunder by way of subrogation, reimbursement, restitution, contribution or otherwise are hereby subordinated
to the prior payment in full of all of the Obligations. Each Guarantor further agrees that, after the occurrence of any Default
in the payment or performance of any of the Obligations, it will not demand, sue for or otherwise attempt to collect any such Indebtedness
of the Borrower to such Guarantor until all of the Obligations shall have been indefeasibly paid in full. If, notwithstanding the
foregoing sentence, a Guarantor shall collect, enforce or receive any amounts in respect of such Indebtedness while any Obligations
are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Agents and the
Lenders and be paid over to the Agents and the Lenders on account of the Obligations without affecting in any manner the liability
of such Guarantor under the other provisions hereof.



 


		9.6	NO MARSHALLING.
Except to the extent required by applicable law, neither the Lenders nor any Agent shall be required to marshal any collateral
securing, or any guaranties of, the Guaranteed Obligations, or to resort to any item of collateral or any guaranty in any particular
order, and the Lenders’ and the Agents’ rights with respect to any collateral and guaranties will be cumulative and
in addition to all other rights, however existing or arising. To the extent permitted by applicable law, each Guarantor irrevocably
waives, and agrees that it will not invoke or assert, any law requiring or relating to the marshalling of collateral or guaranties
or any other law which might cause a delay in or impede the enforcement of the Lenders’ and/or the Agents’ rights under
this Section 9, under any of the other Credit Documents or any other agreement.



 


		9.7	REPRESENTATIONS AND
 WARRANTIES. 
Each Guarantor represents and warrants to the Agents and each Lender that (a) it will receive valuable direct and indirect benefits
as a result of the transactions financed by the Loans under the Credit Documents; (b) these benefits will constitute “reasonably
equivalent value” and “fair consideration” as those terms are



 




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used in fraudulent transfer
laws; and (c) it has not made a transfer or incurred obligations under this Agreement with the intent to hinder, delay or defraud
any of its present or future creditors. Each Guarantor acknowledges and agrees that each of the Agents and the Lenders has acted
in good faith in connection with this Agreement and the transactions contemplated by the Credit Documents.


 


		9.8	NATURE OF 
GUARANTOR’S
 OBLIGATIONS. The
obligations of each Guarantor under this Agreement are independent of any obligation of any other Person (including the Borrower
or any other guarantor) and a separate action or actions may be brought and prosecuted against any Guarantor under this Agreement
whether or not any action is brought or prosecuted against any other Person (including the Borrower or any other guarantor) and
whether or not any other Person (including the Borrower or any other guarantor) is joined in any action under this Agreement. The
provisions of this Section 9 of the Agreement are a guaranty of payment and not merely of collection.



 


		9.9	ADDITIONAL 
SECURITY. 
The obligations of the Guarantors under this Section 9 are in addition to and are not in any way prejudiced by any other guaranty
or security now or subsequently held by any Person.



 


		9.10	ELECTION OF
REMEDIES.
Each Guarantor understands that the exercise by the Agents and the Lenders of certain rights and remedies contained in the Credit
Documents may affect or eliminate such Guarantor’s right of subrogation and reimbursement against the Borrower (and the other
Guarantor) and that such Guarantor may therefore incur a partially or totally nonreimbursable liability hereunder. Each Guarantor
expressly authorizes the Agents and the Lenders to pursue their rights and remedies with respect to the Guaranteed Obligations
in any order or fashion they deem appropriate, in their sole and absolute discretion, and waives any defense arising out of the
absence, impairment, or loss of any or all rights of recourse, reimbursement, contribution, exoneration or subrogation or any other
rights or remedies of such Guarantor against the Borrower, any other Person or any security, whether resulting from any election
of rights or remedies by the Agents or the Lenders, or otherwise.



 


		10.	THE AGENTS; THE LEAD ARRANGERS



 


		10.1	APPOINTMENT;
LIMITATION  OF
 LIABILITY. 
Each Lender hereby irrevocably designates and appoints each Agent as the agent of such Lender under this Agreement, the other Credit
Documents and the documents delivered in connection herewith and therewith, and each Lender hereby irrevocably authorizes each
Agent in such capacity, to take such action on its behalf under this Agreement, the other Credit Documents and the documents



 




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delivered in connection herewith
and therewith and to exercise such powers and perform such duties under this Agreement and the other Credit Documents as are expressly
delegated to each Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto,
including, without limitation in the case of the Collateral Agent and the Brazilian Collateral Agent, the power to receive and/or
foreclose on the Collateral on behalf of the Lenders and to execute and deliver all Security Agreements to which each is a party
on behalf of the Lenders. Each Lender acknowledges that the Collateral Agent is the beneficiary of the parallel debt referred to
in the relevant Security Agreement and the Collateral Agent will accept the parallel debt arrangements reflected in the relevant
Security Agreement on its behalf and will enter into the relevant Security Agreement as pledgee in its own name. Notwithstanding
any provision to the contrary elsewhere in this Agreement or the other Credit Documents, no Agent in its respective capacity as
such agent, shall have any duties or responsibilities, except those expressly set forth herein or therein, or any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement, any other Credit Document or any document delivered in connection herewith or therewith or otherwise exist against any
Agent, in its respective capacity as such. Without limiting the generality of the foregoing, the use of the term “agent”
in this Agreement or any other Credit Document with reference to any Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom and is intended to create or reflect only an administrative relationship agreed between independent contracting parties.
No Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Credit Documents that such Agent is required to exercise in writing by
the Required Lenders (or when expressly required hereby or thereby, all the Lenders), provided, however, that such
Agent shall not be required to take any action that exposes such Agent to personal liability or that is contrary to any Credit
Document or applicable law. In all cases the Agents shall be fully protected in acting, or in refraining from acting, under the
Credit Documents in accordance with a request of the Required Lenders (or when expressly required hereby or thereby, all the Lenders),
and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders
of the Notes.


 


		10.2	DELEGATION
OF DUTIES.
Each Agent may execute any of its duties under the Credit Documents by or through agents or attorneys-in-fact. Each Agent shall
be entitled to advice of counsel concerning all matters pertaining to its duties and rights, with such fees and expenses of such
counsel for the account of the Borrower. No Agent shall be held liable or responsible for acting in accordance with such advice
of counsel. No Agent shall be



 




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responsible or liable for the
negligence or misconduct of attorneys-in-fact or agents selected by it with reasonable care.


 


		10.3	NOTICE OF
DEFAULT.
No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder, unless such
Agent has received written notice from the Borrower or a Lender referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default.” In the event that any Agent receives such a notice,
such Agent shall give prompt notice thereof to each Lender. Such Agent shall take such action or refrain from taking such action
with respect to such Default or Event of Default as shall be directed in writing by the Required Lenders; provided, that,
unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests
of the Lenders, and provided further that such Agent shall not be required to take any action that exposes such Agent to
personal liability or that is contrary to any Credit Document or applicable law. No Agent shall be required to take any action
or refrain from taking any action if it has not received security or indemnity satisfactory to it in respect of any action taken
or not taken in accordance with the written directions of the Required Lenders (or when expressly required hereby or thereby, all
the Lenders).



 


		10.4	RELIANCE OF
AGENT, ETC.
No Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with this Agreement or any other Credit Document, (a) with the consent or at the
request or direction of the Required Lenders as may be required hereby or thereby (or when expressly required hereby or thereby,
all the Lenders); (b) because no such consent or instructions or no requested instructions or clarification have been given to
it by the Required Lenders as may be required hereby or thereby (or when expressly required hereby or thereby, all the Lenders);
(c) if such omitted action would be contrary to applicable law; or (d) in the absence of its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the Agents: (i) may treat the payee of any Note as the holder
thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the
payee of such Note, as assignor, and an assignee, as provided in Section 11.1; (ii) may consult with
legal counsel (including counsel for the Borrower and/or any Guarantor), independent public accountants and other experts selected
by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of
such counsel, accountants or experts unless the Lenders prove such counsel, accountants or experts were not selected with reasonable
care; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for






 




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any statements, warranties or
representations (whether written or oral) made in or in connection with the Credit Documents; (iv) shall not have any duty to ascertain
or to inquire as to the compliance with or the performance or observance of any of the terms, covenants or conditions of the Credit
Documents on the part of any party thereto, or to inspect the Property (including the books and records) of the Borrower, any Guarantor
or any other Person or to monitor or report on any aspect of the performance or observance of any of the terms, covenants or conditions
of the Credit Documents by any of the parties thereto, including covenants in respect of the Economic and Trade Sanctions and Anti-Terrorism
Laws, Sanctions or Sanctioned Persons; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Credit Document or any other instrument or document furnished pursuant hereto or thereto;
and (vi) shall incur no liability under or in respect of any Credit Document by acting upon any notice, consent, certificate, direction
or other instrument or writing (which may be by fax, telex or SWIFT) believed by it to be genuine and signed or sent by the proper
party or parties.


 


		10.5	AGENT AS A
LENDER; AGENTS
IN INDIVIDUAL CAPACITY.
If an Agent is a Lender hereunder then with respect to its Commitment, the Loans made by it and the Note or Notes issued to it,
such Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise
the same as though it were not such Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated, include each Agent that is also a Lender in its individual capacity. The Agents and their respective Affiliates may
accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally
engage in any kind of business with, the Borrower, any Guarantor, any of their Subsidiaries or Affiliates, any Lender, any Affiliate
of any Lender and any Person who may do business with or own securities of any Lender, the Borrower, any Guarantor or any of the
Borrower’s, any Guarantor’s or Lender’s Subsidiaries, all as if such Agent were not an Agent and without any
duty to account therefor to the Lenders, the Borrower, the Guarantors or any of their Affiliates.



 


		10.6	LENDER CREDIT
DECISION.
Each Lender acknowledges that it has, independently and without reliance upon any Agent, the Lead Arrangers or any other Lender
and based on the Financial Statements and such other documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon any Agent, the Lead Arrangers or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit
Documents, including but not limited to the



 




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evaluation regarding the fulfillment
of the conditions precedent for disbursement of the Loans in accordance with the procedures set forth in Section 4 hereof.


 


		10.7	INDEMNIFICATION.
The Lenders, severally, agree to indemnify and hold harmless the Agents and their respective officers, directors, employees, agents,
advisors and their successors and assigns (each, an “Agent Indemnified Party”) (to the extent not reimbursed
by the Borrower), ratably according to the respective principal amounts of the Loans owing to them (or if no Loans are at the time
outstanding, ratably according to the respective amounts of their original Commitments (or what would have been their original
Commitments had they been party hereto on the Execution Date)), from and against any and all liabilities, claims, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, the fees and expenses of
legal counsel, independent public accountants and other experts selected by it) or disbursements of any kind or nature whatsoever
that may be imposed on, incurred by, or asserted against such Agent Indemnified Party in any way relating to, arising out of or
in connection with (i) the Agent Indemnified Party acting as Agent hereunder and under the other Credit Documents to which it is
a party, (ii) any Credit Document or (iii) any action taken or omitted by such Agent Indemnified Party under any Credit Document
(collectively, the “Indemnified Costs”), provided, that no Lender shall be liable for any portion of
the Indemnified Costs to the extent determined by the final and nonappealable judgment of a court of competent jurisdiction to
specifically have been caused by the gross negligence or willful misconduct of the relevant Agent Indemnified Party. Without limitation
of the foregoing, each Lender, severally, agrees to reimburse each Agent Indemnified Party promptly upon demand for such Lender’s
ratable share of any reasonable out-of-pocket expenses of an Agent Indemnified Party (including reasonable counsel fees) incurred
by such Agent Indemnified Party in connection with the preparation, execution, delivery, administration, performance of its duties,
exercise of its rights, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, the Credit Documents, to the extent that such Agent Indemnified
Party is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise
to any Indemnified Costs, this Section 10.7 applies whether any such investigation, litigation or proceeding is brought by any
Agent Indemnified Party, any Lender or a third party. The provisions of this Section 10.7 shall survive the resignation or removal
of any Agent, the payment of the Notes and all other Obligations hereunder and the termination of this Agreement and/or any other
Credit Document or related document.



 




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		10.8	SUCCESSOR.
Each Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders and the Borrower and may
be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor to such Agent, upon notice to the Lenders and the Borrower. If no successor Agent shall
have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring
Agent’s giving of notice of resignation or the Lenders’ removal of the retiring Agent, then the retiring Agent may,
on behalf of the Lenders, appoint a successor Agent, which shall be a reputable commercial bank. Upon the acceptance of any appointment
as an Agent hereunder by a successor Agent, such successor shall thereupon succeed to and become vested with all the rights, powers,
discretion, privileges, duties and obligations of the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations under this Agreement and the other Credit Documents. After any retiring Agent’s resignation or removal hereunder
as an Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was an Agent under this Agreement and the other Credit Documents.



 


		10.9	DETERMINATIONS 
PURSUANT TO  CREDIT
 DOCUMENTS.
In each circumstance where any consent of or direction from the Lenders or the Required Lenders is required, the relevant Agent
shall send to the Lenders a notice by e-mail (confirmed by fax) setting forth a description in reasonable detail of the matter
as to which consent or direction is requested and, if the Agent deems it appropriate in its sole discretion, such Agent’s
proposed course of action with respect thereto. In the event such Agent shall not have received a response in writing from any
Lender within fifteen (15) days after the giving of such notice, such Lender shall be deemed to have agreed to the course of action
proposed by such Agent, provided that such notice states that a failure to respond shall have the consequences specified in this
sentence.



 


		10.10	THE LEAD
ARRANGERS. The
Lead Arrangers shall have no obligation, liability, responsibility or duty under this Agreement, nor shall they be responsible
to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Document
or any other instrument or document furnished pursuant hereto or thereto, but they shall have the rights hereunder expressly granted
to them, including, without limitation, the right to costs and expenses under Section 11.3 and the right to indemnity under Section
11.14.



 


		10.11	STATEMENTS;
USE OF  PROCEEDS.
The recitals contained herein, in any offering materials and in any other Credit Documents shall be taken as the statements of
the Borrower, the Guarantors and in the case of the Assignment and Security Agreement, the Importer, and neither the Lead



 




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Arrangers nor any Agent assume
responsibility for the correctness of the same. Neither the Lead Arrangers nor any Agent make any representation as to the validity
or sufficiency of any offering materials or any Credit Document. Neither the Lead Arrangers nor any Agent shall be accountable
for the use or application by the Borrower of any of the Loans or of the proceeds thereof.


 


		11.	MISCELLANEOUS



 


		11.1	ASSIGNMENTS/PARTICIPATIONS
BY LENDERS



 


		(a)	At any time after the end of the Availability Period, each Lender may assign to one or more Persons
(other than the Borrower, the Importer, any Guarantor and/or any of their Affiliates) previously approved in writing by the Administrative
Agent (which approval shall not be unreasonably withheld), and notified by such Lender to the Borrower, except that (i) no approval
of the Administrative Agent or notification to the Borrower shall be required in the case of an assignment to another Lender or
any Affiliate thereof and (ii) no notification to the Borrower shall be required if an Event of Default has occurred and is continuing
(and, in this case (ii), if no written response is received from the Administrative Agent within ten (10) days after the receipt
of the written request from such Lender, such request shall be considered to have been approved), of all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a portion of the Loans made by it and the Note or Notes
held by it); provided, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations
under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender
or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Loans of the assigning
Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect
to such assignment) shall in no event be less than US$5,000,000.00, and (iii) the parties to each such assignment shall execute
and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance and a processing fee from the assignor
thereunder of US$5,000.00. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment
and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) the
Lender assignor thereunder shall, to the extent that rights



 




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and obligations hereunder have
been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto), provided, however, that the assignor
Lender shall retain the right to indemnification and reimbursement to which it was entitled prior to the effective date of such
assignment and shall remain liable for any indemnification for which it is responsible under Section 10.7 hereof.


 


		(b)	By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the
assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with any Credit Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Credit Document or any other instrument or document furnished
pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to
the financial condition of the Borrower, the Importer or any Guarantor or the performance or observance by the Borrower, the Importer
or any Guarantor of any of their obligations under any Credit Document or any other instrument or document furnished pursuant thereto;
(iii) such assignee confirms that it has received a copy of the Credit Documents, together with copies of the financial statements
delivered pursuant thereto, if any, and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance
upon any Agent, the Lead Arrangers, such assigning Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents;
(v) such assignee irrevocably designates and appoints each Agent as its agent under the Credit Documents and the documents delivered
in connection therewith, and irrevocably authorizes each Agent, each in such capacity, to take such action as agent on its behalf
and to exercise such powers and perform such duties under the Credit Documents or any document furnished pursuant thereto as are
expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers
as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of
the obligations that



 




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by the terms of any Credit Document and the documents
delivered in connection therewith are required to be performed by it as a Lender.


 


		(c)	Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee,
the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Annex
C hereto, (i) accept such Assignment and Acceptance unless written approval from the Administrative Agent was required pursuant
to Section 11.1(a) above and was not obtained, (ii) record the information contained therein in the Register and (iii) give prompt
notice of such assignment to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower and the
Guarantors, at their own expense, shall execute and deliver to the Administrative Agent new Notes per the Assignment and Acceptance,
provided that the Notes held by the assignor Lender must have been delivered to the Administrative Agent as required pursuant to
the Assignment and Acceptance for further delivery to the Borrower for cancellation. Such new Notes shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in substantially the form of Annex A hereto.



 


		(d)	The Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it
and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in
the Register shall be conclusive in the absence of manifest error and the Borrower, the Guarantors, the Agents and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement. All payments under the Credit Documents or the Notes in respect of principal or interest shall be made to the
appropriate Person named in the Register. The Register shall be available for inspection by the Borrower and any Lender at any
reasonable time and from time to time upon reasonable prior notice.



 


		(e)	Each Lender may at any time freely sell participations to one or more banks or other entities (other
than the Borrower, the Importer, any Guarantor or any Affiliate of any thereof) in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its Commitment, the Loans owing to it and the Note or
Notes held by it); provided, that (i) such Lender’s obligations under this Agreement (including, without limitation,
its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) such Lender shall remain the



 




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holder of any such Notes for
all purposes of this Agreement, (iv) the Borrower, the Guarantor, the Agents and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and any such Notes;
and (v) any participant shall be entitled to the benefit of the cost protection and other provisions contained hereunder to the
same extent as if it were a Lender, provided that it shall not be entitled to receive any more than the selling Lender would have
received had it not sold the participation. Upon the sale of any participation by a Lender, such Lender shall provide written notice
to the Borrower and the Administrative Agent of the name of the participant, provided that the Administrative Agent shall, in the
case of the exercise of any cost protection provisions hereunder by any Lender, receive such claim from such Lender in the good
faith understanding that the claim is being made in accordance with this item (v), and the Administrative Agent shall have no responsibility
whatsoever towards either the Borrower, the Guarantors or the respective Lender to arbitrate any such claim.


 


		(f)	Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement and its Notes to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve
Bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such assignee for such Lender as a party hereto.



 


		11.2	PARTIES-IN-INTEREST;
BORROWER/GUARANTOR
ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and each of their respective
successors and permitted assigns; provided, that (a) neither the Borrower nor any Guarantor may assign or transfer any of
its rights or obligations hereunder without the prior written consent of all the Lenders and (b) none of the Lenders may assign
or transfer any of its rights or obligations hereunder, except as provided in Section 11.1.



 


		11.3	FEES
AND EXPENSES.
The Borrower will pay:



 


		(a)	on demand the fees (including reasonable attorneys’ fees and costs), expenses and disbursements
incurred by the Agents and the Lead Arrangers in connection with the preparation and negotiation of this Agreement and the other
documents prepared in connection herewith or pursuant hereto, and, on demand, all fees, expenses and disbursements reasonably incurred
by the Agents and the Lead Arrangers in connection with any amendments, modifications, approvals, consents or waivers pursuant
hereto or thereto;



 




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		(b)	on demand, all out-of-pocket expenses (including reasonable attorneys’ fees and costs) reasonably
incurred by the Agents, the Lead Arrangers and/or the Lenders in connection with any Default and/or any enforcement or collection
proceedings resulting therefrom;



 


		(c)	all duties (including stamp taxes), fees or other charges payable on or in connection with any
Credit Document or document related hereto or thereto, including the costs specified in clause 3(n); and



 


		(d)	the fees due pursuant to the Fee Letter(s) at the times set forth therein.



 


		11.4	RIGHT OF SET-OFF.
The Borrower and each Guarantor hereby grants to each Lender a continuing Lien, security interest, and right of setoff as security
for all liabilities and obligations to such Lender (including the Obligations and the Guaranteed Obligations), whether now existing
or hereafter arising, upon and against any and all deposits, credits, collateral and Property, now or hereafter in the possession,
custody, safekeeping or control of such Lender or any entity under the control thereof or in transit to any of them. At any time
after an Event of Default has occurred and is continuing, without demand or notice (any such notice being expressly waived by the
Borrower and the Guarantors), each Lender may setoff them or any part thereof and apply them to any liability or obligation of
the Borrower and/or any Guarantor (including the Obligations and/or the Guaranteed Obligations) even though unmatured and regardless
of the adequacy of any collateral for the Obligations or the Guaranteed Obligations. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER
TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL FOR SUCH OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF
WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER AND/OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY
AND IRREVOCABLY WAIVED.



 


		11.5	SURVIVAL OF
COVENANTS.
All covenants, agreements, representations and warranties made herein and in any certificates or other papers delivered by or on
behalf of the Borrower and/or any Guarantor pursuant hereto are material and shall be deemed to have been relied upon by the Agents
and each Lender, notwithstanding any investigation heretofore or hereafter made by it, and shall survive the making by the Lenders
of the Loans as herein contemplated, and shall continue in full force and effect so long as any Obligation remains outstanding,
and the Lenders shall not be deemed to have waived, by reason of making their Loans, any Event of Default which may arise by reason
of such representation or warranty proving to have been false or misleading on the date made or reaffirmed, as the case may be,
notwithstanding that a Lender may have had notice or knowledge or reason



 




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to believe that such representation
or warranty was false or misleading at the time such Loan was made. All statements by the Borrower and/or any Guarantor contained
in any certificate or other paper delivered by the Borrower or any Guarantor pursuant hereto or in connection with the transactions
contemplated hereby shall constitute representations and warranties by the Borrower and the Guarantors hereunder.


 


		11.6	NOTICES.
All notices and other communications made or required to be given pursuant to this Agreement shall be in writing and shall be e-mailed,
mailed, transmitted by SWIFT or delivered as follows:



 


		(a)	if to the Borrower:



 


Adecoagro Vale do Ivinhema S.A.


Rua Iguatemi, 192, 12o andar, Itaim Bibi, São
Paulo, SP 01451-010, Brazil


Attention: Nicolas Schaeffter


Fax No. + 55 11 2678.5647


Phone: + 55 11 2678.5600


E-mail: financeiro_spo@adecoagro.com


 


or at such other address for notice as the Borrower
shall last have furnished in writing to the Administrative Agent and each Lender, or


 


		(b)	if to Participações:



 


Adecoagro Brasil Participações
S.A.


Rua Iguatemi, 192, 12o andar. Itaim Bibi, São
Paulo, SP 01451-010, Brazil


Attention: Nicolas Schaeffter


Fax No. + 55 11 2678.5647


Phone: + 55 11 2678.5600


E-mail: financeiro_spo@adecoagro.com;


 


or at such other address for notice as Participações
shall last have furnished in writing to the Administrative Agent and each Lender, or


 


		(c)	if to Monte Alegre:



 


Usina Monte Alegre Ltda.


Rua Iguatemi, 192, 12o andar, Itaim Bibi, São
Paulo, SP 01451-010, Brazil


Attention: Nicolas Schaeffter


Fax No. + 55 11 2678.5647


Phone: + 55 11 2678.5600


E-mail: financeiro_spo@adecoagro.com;


 


or at such other address for notice as Monte Alegre
shall last have furnished in writing to the Administrative Agent and each Lender, or


 




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		(d)	if to the Administrative Agent, the Collateral Agent
or the Brazilian Collateral Agent:



 


ING Bank N.V.


c/o Av. Pres. Juscelino Kubitschek,
510 – 3o andar


São Paulo, SP 04543-000,
Brazil


Tel.: +55-11-4504-6471/6282


Fax: +55-11-4504-6302


Attn: Alcides Santos/Katia
Garcia


e-mail: alcides.santos@americas.ing.com / katia.garcia@americas.ing.com
or at such other address for notice as the Administrative Agent, the Collateral Agent or the Brazilian
Collateral Agent, as the case may


be, shall last have furnished
in writing to the Borrower, the


Guarantors and each Lender;
or


 


		(e)	if to a Lead Arranger:



 


to its address set forth on
the signature page below its signature, or at such other address for notice as such Lead Arranger shall last have furnished in
writing to the Borrower, the Administrative Agent and each Lender; or


 


		(f)	if to a Lender:



 


to its address set forth on
the signature page below its signature, or at such other address for notice as such Lender shall last have furnished in writing
to the Borrower, the Guarantors and the Administrative Agent, provided that in the case of each Lender that becomes a party pursuant
to an Assignment and Acceptance, then to its address set out in the Schedule to the Assignment and Acceptance by which it became
a party or at such other address for notice as such Lender shall last have furnished in writing to the Borrower, the Guarantors
and the Administrative Agent.


 


All such notices and communications
shall, when e-mailed, mailed, transmitted by SWIFT or sent by overnight courier, be effective when deposited in the mail, delivered
to any internationally recognized overnight courier, or transmitted by SWIFT or there is any other kind of evidence of receipt
of the notice by the recipient party, except that all notices to an Agent, a Lead Arranger and/or a Lender shall not be effective
until received by them if receipt occurs during business hours on a Business Day, and, otherwise, upon the opening of business
for such Person on the first Business Day after receipt. The Agents, the Lead Arrangers and the Lenders shall be entitled to rely
and act upon any notice purportedly given by or on behalf of the Borrower or any Guarantor even if (i) such notices were not made
in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or


 




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(ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Indemnified Party from all
losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf
of the Borrower or any Guarantor. All telephonic notices to and other communications with the Agents and/or the Lenders may be
recorded by the Agents and/or the Lenders, and the Borrower and the Guarantors hereby consent to such recording.


 


		11.7	NEW YORK
LAW CONTRACT.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America,
including, without limitation, Section 5-1401 of the New York General Obligations Law, but excluding any conflicts of law principles
that would lead to the application of the laws of another jurisdiction.



 


		11.8	CONSENT
TO JURISDICTION.



 


		(a)	The Borrower and the Guarantors each agree that any action or proceeding relating in any way to
this Agreement may be brought and enforced in the state courts sitting in the City of New York, New York, United States of America,
in the United States District Court for the Southern District of New York, or in the courts in São Paulo, SP, Brazil. The
Borrower and each Guarantor further irrevocably submit to the non-exclusive in personam jurisdiction of each such court
and the appellate courts thereof. The Borrower and each Guarantor further irrevocably waive, to the fullest extent permitted by
law, any objection which they may now or hereafter have to the laying of venue of any action or proceeding relating in any way
to this Agreement in any such court, and any claim that any such action or proceeding brought in any such court has been brought
in an inconvenient forum and agree not to claim or plead the same. The Borrower and each Guarantor agree that nothing herein shall
affect the right of any party hereto to bring suit in any other jurisdiction.



 


		(b)	The Borrower and each Guarantor hereby irrevocably appoints
Devonshire Services LLC with offices on the Execution Date at 80 Broad Street, Floor 5 #25, New York, New York, 10004, United
States of America (the “Process Agent”) as its agent to receive, accept and acknowledge for and on its behalf,
and in respect of its Property, service of any and all legal process, summons, notices and documents which may be served in any
action or proceeding in the state courts sitting in the City of New York, New York, United States of America or the United States
District Court for the Southern District of New York in respect of this Agreement and agrees that service in such manner shall,
to the fullest extent permitted by law, be deemed effective service of process upon it in any such suit, action



 




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or proceeding. If for any reason
such Process Agent shall cease to be available to act as such, the Borrower and each Guarantor agree to designate a new Process
Agent in the City of New York (and notify the Administrative Agent of such designation), on the terms and for the purposes of this
provision, provided that the new Process Agent shall have accepted such designation in writing before the termination of the appointment
of the prior Process Agent. The Borrower and each Guarantor further consent to the service of process or summons by certified or
registered mail, postage prepaid, return receipt requested, directed to them at their respective addresses specified in Section
11.6 hereof. Nothing herein shall in any way be deemed to limit the ability of any Agent, any Lead Arranger or any Lender to serve
legal process in any other manner permitted by applicable law.


 


		(c)	The Borrower and each Guarantor agree that a final judgment (a certified copy of which shall be
conclusive evidence of the amount of any of its indebtedness or obligations arising out of, or relating in any way to, this Agreement)
against it in any action, proceeding or claim arising out of, or relating in any way to, this Agreement, shall be conclusive and
may be enforced by suit on the judgment in any court lawfully entitled to entertain such suit.



 


		(d)	The Borrower and each Guarantor recognize that the remedies of the Lenders, the Agents and the
Lead Arrangers specified in this Section are not exclusive and that the exercise of any such remedy shall not preclude any Lender,
any Agent or any Lead Arranger from pursuing other remedies available to it in any competent court.



 


		(e)	The Borrower and each Guarantor hereby irrevocably waive, to the fullest extent permitted by applicable
law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment and execution, both before and
after judgment, to which they might otherwise be entitled in any action or proceeding in the courts of Brazil, the courts of the
State of New York, the United States District Court for the Southern District of New York, or the courts of any other jurisdiction,
relating in any way to this Agreement or the Notes, and agree that they will neither raise nor claim any such immunity at or in
respect of any such action or proceeding.



 


		(f)	The Borrower and each Guarantor irrevocably waive, to the fullest extent permitted by applicable
law, any claim that any action or proceeding commenced by any Agent or any Lender relating in any way to this Agreement or any
Note should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by the Borrower
or any Guarantor relating in any way to



 




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this Agreement or any Note,
whether or not commenced earlier. To the fullest extent permitted by applicable law, the Borrower and each Guarantor shall take
all measures necessary for any such action or proceeding commenced by any Agent or any Lender to proceed to judgment prior to the
entry of judgment in any such action or proceeding commenced by the Borrower or any Guarantor.


 


		(g)	The Borrower and each Guarantor acknowledges that it has no right to require the Lenders and/or
any Agent to arbitrate any dispute, action or proceeding relating to or arising from or out of any Credit Document. The Borrower
and each Guarantor agree that to the extent it has or in the future will have any such right it hereby irrevocably waives such
right. Furthermore, the Borrower and each Guarantor acknowledges that the acknowledgements and agreements contained in this paragraph
are a material inducement for the Lenders and the Agents to enter into this Agreement and the other Credit Documents.



 


		11.9	CAPTIONS.
Captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.



 


		11.10	SEPARATE COUNTERPARTS.
This Agreement or any amendment may be executed in separate counterparts, each of which
when so executed and delivered shall be an original, but all of which together shall constitute one instrument. In proving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.



 


		11.11	SEVERABILITY.
If any provision of this Agreement or the other Credit Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other
Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace
the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible
to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. WITHOUT LIMITING THE FOREGOING, EACH GUARANTOR EXPRESSLY
ACKNOWLEDGES AND AGREES THAT IT IS ITS INTENT THAT ITS GUARANTY OF THE BORROWER’S OBLIGATIONS BE DIVISIBLE FROM THE BORROWER’S
OBLIGATIONS HEREUNDER. IN PARTICULAR, IT IS EACH GUARANTOR’S INTENTION THAT THE WAIVERS CONTAINED IN SECTION 9.2 (INCLUDING
SECTION 9.2(a)) BE ENFORCED AGAINST THE GUARANTORS SHOULD ANY OTHER PROVISIONS OF THIS AGREEMENT BE FOUND TO BE UNENFORCEABLE AGAINST
THE BORROWER.



 




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		11.12	CONSENTS,
AMENDMENTS AND WAIVERS.
The Credit Documents may not be waived, amended, varied, novated, supplemented or modified
except pursuant to an agreement or agreements in writing entered into by, or approved in writing by, the Borrower, the Guarantors
and the Required Lenders, provided, however, that no such agreement shall (a) decrease the principal amount of any Loan, or extend
the maturity of or any scheduled date of payment of principal or interest, or waive or excuse any payment of principal or interest
or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each holder of a Note
or each Lender affected thereby, (b) change the amount of any Commitment or extend any Commitment of any Lender without the prior
written consent of such Lender, (c) amend or modify the provisions of Sections 2.12, 2.13, 2.14 or the provisions of this Section
11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of
“Required Lenders” without the prior written consent of each Lender, (d) change the allocation among the Lenders of
any repayment made under Section 2.10 without the prior written consent of each Lender affected thereby, (e) reduce the collateral
coverage requirements of Section 5(l) hereof, without the prior written consent of each Lender, (f) amend Section 10 or any other
provisions hereof in a manner adverse to any Agent or any Lead Arranger without the consent thereof, (g) effect the release of
any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit
Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without
the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or the Brazilian Collateral Agent, as
the case may be, shall exercise rights thereunder that explicitly require the consent of the Lenders or the Required Lenders,
as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each
Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless
of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant
to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.
No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under any
Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other
or further exercise thereof.



 


		11.13	U.S. DOLLAR
LOAN CURRENCY.
This is an international loan transaction in which the specification of payment in Dollars is of the essence. Dollars shall be
the currency of account and of payment in all events. The Borrower’s and the Guarantors’ obligations hereunder to make
payments in Dollars (the “Obligation Currency”) shall not be discharged or satisfied by any tender of (or recovery
pursuant to any judgment expressed in or converted into) any



 




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currency other than the Obligation
Currency, except to the extent that such tender (or recovery) results in the effective receipt by the Administrative Agent or a
Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or such Lender under this
Agreement and/or the Notes, and, accordingly, the amount (if any) by which such tender or recovery shall fall short of such full
amount of the Obligation Currency shall be and remain due as a separate obligation. If, for the purpose of obtaining or enforcing
judgment against the Borrower or any Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from
any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”)
an amount due in the Obligation Currency the parties agree, to the fullest extent permitted for the parties to do so, that the
conversion shall be made at the rate of exchange based upon market conditions (as quoted by the Administrative Agent or if the
Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative
Agent) determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day
being hereinafter referred to as the “Judgment Currency Conversion Date”). If there is a change in the rate
of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrower
and the Guarantors covenant and agree to pay, or cause to be paid, such amounts, if any, as may be necessary to ensure that the
amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the
amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment
or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. For purposes of determining the
rate of exchange for this Section, such amounts shall include any premium and costs payable in connection with the purchase of
the Obligation Currency.


 


		11.14	INDEMNIFICATION.



 


		(a)	The Borrower and the Guarantors agree, jointly and severally, to indemnify and hold harmless each
Lender, each Agent, the Lead Arranger and their respective officers, directors, employees, agents, representatives, successors
and assigns (together, the “Indemnified Parties”) from and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses (including the reasonable fees and expenses of counsel)
and disbursements of any kind whatsoever (together,  “Liabilities”) arising out of or by reason of any
investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) related
to the entering into and/or performance of this Agreement or any other Credit Document or related document or



 




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the use of proceeds of the
Loans or the consummation of any of the transactions contemplated hereby or in any other Credit Document or the performance of
any of their duties and obligations or the exercise of any of their rights or remedies provided herein or in the other Credit Documents,
including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation
or litigation or other proceedings (but excluding any such Liabilities to the extent determined by the final and nonappealable
judgment of a court of competent jurisdiction to specifically have been proximately caused by the gross negligence or willful misconduct
of the Person to be indemnified). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding
sentences may be unenforceable, the Borrower and each Guarantor shall contribute the maximum portion that it is permitted to pay
and satisfy under applicable law to the payment and satisfaction of all Liabilities incurred by the Indemnified Parties or any
of them.


 


		(b)	Without limiting the foregoing, the Borrower and the Guarantors, jointly and severally, will defend,
indemnify and hold harmless the Indemnified Parties from and against any Liabilities of whatever kind or nature, known or unknown,
contingent or otherwise, arising out of, or in any way relating to any violation or noncompliance with or liability under any Environmental
Laws or any orders, requirements or demands of any Governmental Authorities related thereto (including without limitation, attorney’s
fees, court costs and litigation expenses), but excluding any Liabilities to the extent determined by the final and nonappealable
judgment of a court of competent jurisdiction to specifically have been proximately caused by the gross negligence or willful misconduct
of the Person to be indemnified.



 


		(c)	Except as expressly set forth in the Credit Documents, no Lender or Agent shall have any obligation
or liability, whether direct, indirect, implied or otherwise, to the Borrower, any Guarantor or any other Person whatsoever except
to the extent that a Liability incurred by the Borrower, a Guarantor or other Person is determined by the final and non-appealable
judgment of a court of a competent jurisdiction to specifically have been proximately caused by the gross negligence or willful
misconduct of such Lender or Agent, as the case may be.



 


		(d)	No Indemnified Party shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission
systems in connection with this Agreement



 




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or the other Credit Documents or the transactions
contemplated hereby or thereby.


 


		11.15	WAIVER OF
JURY TRIAL
AND SPECIAL DAMAGES.
THE BORROWER, EACH GUARANTOR, EACH LENDER, EACH AGENT AND EACH LEAD ARRANGER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE BORROWER, THE GUARANTORS, THE AGENTS, THE LEAD ARRANGERS OR THE LENDERS.
THE BORROWER AND EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION
(AND EACH OTHER PROVISION OF EACH SUCH OTHER DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE LENDERS, EACH AGENT AND EACH LEAD ARRANGER ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER DOCUMENT. EXCEPT AS PROHIBITED
BY LAW, THE BORROWER AND EACH GUARANTOR HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.



 


		11.16	SURVIVAL.
The obligations of the Borrower and the Guarantors, as the case may be, under Sections 2.8, 2.12, 2.13, 8, 11.3, 11.13 and 11.14,
and of the Lenders under Section 10.7, shall survive the final and indefeasible repayment of the Loans, the resignation or removal
of any Agent and the termination of this Agreement.



 


		11.17	NEUTRAL INTERPRETATION.
In the interpretation of the Credit Documents, no party shall be deemed the drafting party and each provision hereof and thereof
shall be interpreted neutrally with no presumption arising in favor of one party or the other based upon which party prepared the
drafts or the final version hereof or thereof.



 


		11.18	USURY.
Anything herein to the contrary notwithstanding, the obligations of the Borrower under this Agreement shall be subject to the limitation
that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable
to the Lenders limiting rates of interest which may be charged or collected by the Lenders, and, in



 




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such event, the rates of interest shall be reduced
to the maximum permitted by the applicable law.


 


		11.19	ACKNOWLEDGEMENTS.
The Borrower and the Guarantors hereby acknowledge that (a) they have been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Credit Documents; and (b) none of the Agents, the Lead Arrangers, nor the Lenders has
a fiduciary relationship to the Borrower or any Guarantor, and the relationship between the Agents, the Lead Arrangers, and the
Lenders, on the one hand, and the Borrower and the Guarantors, on the other hand, is solely that of debtor and creditor.



 


		11.20	CONFIDENTIALITY/
                                         US PATRIOT
                                         ACT
                                         NOTICE/ANTI-MONEY
                                         LAUNDERING.



 


		(a)	Except for disclosures authorized by the next sentence, each Agent and Lender will treat all information
delivered by the Borrower or Guarantors pursuant to this Agreement, or obtained pursuant to the exercise of its inspection rights
hereunder, as confidential information, other than information that is publicly available (other than by breach of this Agreement)
and information that becomes available to such Agent or such Lender from a Person not known to be under any duty of confidentiality
to the Borrower or Guarantors, as the case may be, with respect to such information. The Borrower and each Guarantor hereby authorizes
each Agent and Lender to disclose information relating to the Borrower, the Guarantors and/or their respective affiliates to any
of such Agents or Lenders or their respective Affiliates, any regulatory, tax, customs or judicial authority, any rating agency,
auditor, insurance or reinsurance broker, professional advisor, insurer, reinsurer and, as the case may be, in connection with
any securitization or other risk transfer or hedging transaction or any other transaction under which payments are to be made by
reference to any Credit Document or to the Borrower and/or any Guarantor, including without limitation any actual or potential
participants or assignees (but in the case of disclosure to actual or potential participants or assignees, only if such potential
or actual transferee has been made aware of this Section 11.20(a) and has agreed to be bound by its provisions as if it were a
party hereto), if such Agent or Lender deems such disclosure to be necessary or advisable in carrying out its duties, obligations,
commitments or activities, in exercising its rights hereunder, or for the purpose of its asset, liability or risk management policies,
or as may be required by law, regulation or judicial process.



 


		(b)	Each Lender and each Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower and the Guarantors that



 




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pursuant to the requirements
of the Patriot Act, it may be required to obtain, verify and record information that identifies the Borrower and the Guarantors,
including the name and address of each thereof and other information that allows such Lender or Agent, as the case may be, to identify
the Borrower and/or the Guarantors in accordance with the Patriot Act. The Borrower and each Guarantor shall provide such information
and take such actions as are requested by each such Lender or Agent to comply with the Patriot Act.


 


		(c)	The Borrower and each Guarantor will promptly on the request of a Lender supply to that Lender
any documentation or other evidence that is reasonably required by that Lender (whether for itself, on behalf of any other Lender
or any prospective new Lender) to enable a Lender or prospective new Lender to carry out and be satisfied with the results of all
applicable identification checks that a Lender is obliged to carry out in order to meet its obligations under any applicable law
or regulation to identify a Person who is (or is to become) its customer.



 


		(d)	The Borrower and each Guarantor will promptly submit to the Administrative Agent such information
and documents as the Administrative Agent on behalf of a Lender may reasonably request in order to comply with that Lender's obligations
to prevent money laundering and to conduct ongoing monitoring of its business relationship with the Borrower and the Guarantors.



 


		11.21	ENGLISH  LANGUAGE.
 In the construction and interpretation of this Agreement, the English language version
thereof shall be the official version, and any version that has been translated into any other language shall have no force or
effect except for purposes of enforcing this Agreement in a court of law that requires that this Agreement be presented thereto
in another language. All notices and documents to be furnished under this Agreement shall be in the English language.



 


		11.22	AUTHORIZATION.
The Borrower and each Guarantor irrevocably and unconditionally authorize each Lender,
until all the Obligations are satisfied in full, to consult:



 


		(a)	the consolidated information concerning it held in the Central Bank of Brazil’s database,
pursuant to the terms of Resolution nr. 3658 of the Brazilian National Monetary Council (Conselho Monetário Nacional),
as such Resolution may be altered and/or amended from time to time;



 


		(b)	information concerning its financial derivatives position, pursuant to the terms of Resolution
nr. 3908 of the Brazilian National Monetary



 




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Council, as such Resolution may be altered and/or
amended from time to time; and


 


		(c)	information concerning transactions undertaken by it in the foreign exchange market, as made available
by the Central Bank of Brazil, in order to accompany the performance of the Borrower or relevant Guarantor, as the case may be,
pursuant to the terms of Resolution nr. 3920 of the Brazilian National Monetary Council, as such Resolution may be altered and/or
amended from time to time.



 


		11.23	ENTIRE  AGREEMENT.
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.



 


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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered, by their respective duly authorized representatives,
as of the date first above written.


 


ADECOAGRO VALE DO IVINHEMA S.A.


as Borrower


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


ADECOAGRO BRASIL PARTICIPAÇÕES S.A.


as Guarantor


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


USINA MONTE ALEGRE LTDA.


as Guarantor


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


 




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ING BANK N.V.


as Administrative Agent and Collateral Agent


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


 




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ING BANK N.V., São Paulo Branch


as Brazilian Collateral Agent


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


 




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ING CAPITAL LLC


as a Lead Arranger


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


Address for notices:


 


ING Capital LLC


c/o Av. Pres. Juscelino Kubitschek, 510 – 3o
andar


São Paulo, SP 04543-000, Brazil


Tel.: +55-11-4504-6471/6282


Fax: +55-11-4504-6302


Attn: Alcides Santos/Katia Garcia


e-mail: alcides.santos@americas.ing.com / katia.garcia@americas.ing.com


 


 




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RABOBANK CURAÇAO N.V.


as a Lead Arranger


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


Notices:


Address: Av das Nações
Unidas 12.995 – 7o andar – SP/Brazil – 04578-000


Attn.: Operations Wholesale / Offshore


Tel.: + 55 11 5503-7452


E-mail: opsoff@rabobank.com


 


Account Details:


Correspondent Bank: JPMorgan Chase Bank New York


SWIFT: CHASUS33


Account nr.: 400-212420


Account Name: Rabobank Curaçao N.V.


ABA:
021000021


Reference: Adeco US$160mm EPP


 


 




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ING BANK N.V.


as a Lender


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


Notices:


Address: Av. Pres. Juscelino
Kubitschek, 510 – 3o andar, São Paulo,
SP, 04543-000, Brazil


Attn.: Alcides Santos/Katia Garcia


Tel.: +55-11-4504-6471/6282


Fax: +55-11-4504-6302


E-mail: alcides.santos@americas.ing.com / katia.garcia@americas.ing.com


 


Account Details:


Correspondent Bank: JPMorgan Chase Bank – New York
– N.Y. – U.S.A.


SWIFT: CHASUS33


Account nr.: 066709547


Account Name: ING Financial Services LLC Loan Services
on behalf of and for the benefit of ING Bank


NV (Amsterdam Service Center)


ABA: 021000021


Reference: Adecoagro 2014


 


 



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RABOBANK CURAÇAO N.V.


as a Lender


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


Notices:


Address: Av das Nações
Unidas 12.995 – 7o andar – SP/Brazil – 04578-000


Attn.: Operations Wholesale / Offshore


Tel.: + 55 11 5503-7452


E-mail: opsoff@rabobank.com


 


Account Details:


Correspondent Bank: JPMorgan Chase Bank New York


SWIFT: CHASUS33


Account nr.: 400-212420


Account Name: Rabobank Curaçao N.V. ABA:
021000021


Reference: Adeco US$160mm EPP


 


 




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ABN AMRO BANK N.V.


as a Lender


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


Notices:


Address: Rua Leopoldo Couto de Magalhães Jr.,
700 – 4th floor, 04542-000 São Paulo, SP, Brazil


Attn.: Leandro Almeida/Mauro Rego/Larissa Oliveira/Margarete
Ludovico


Tel.: +55-11-3073-7711/7422/7421/7418


Fax: +55-11-3073-7404


E-mail: leandro.almeida@br.abnamro.com / mail_ectservicesbrazil@br.abnamro.com


 


Address: Coolsingel, 93, Rotterdam, 3000 AS, The Netherlands


Attn.: Dien Quan


Tel.: +31-10-4016601


Fax: +31-10-4016118


E-mail: dien.quan@nl.abnamro.com


 


Account Details:


Correspondent Bank: Bank of America International –
New York


SWIFT: BOFAUS3N Account nr.: 6550368324


Account Name: ABN AMRO Bank N.V., Amsterdam


SWIFT: ABNANL2A


FFC: Adecoagro Vale do Ivinhema S.A.


 


 




    ~ 93 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK


as a Lender


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


Notices:


Address: Broadwalk House, 5, Appold St., London EC2A
2DA


Attn.: Loans Admin., c/c Agency & Middle Office -
SFI


Tel.: + 44-20-7214-6672/6718


Fax: + 44-20-7214-6816 and + 44-20-7214-6683


E-mail: syndloans@ca-cib.com / sfi_middleofficescflondon@ca-cib.com


 


Account Details:


Correspondent Bank: Citibank, New York


SWIFT: CITIUS33


Account nr.: 36254109


Account Name: Credit Agriciole Corporate and Investment
Bank, London


SWIFT: CRLYGB2L


Attn.: Loans Admin


Reference: Adecoagro Vale do Ivinhema S.A.


 


 




    ~ 94 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


HSBC BANK BRASIL S.A. – BANCO MÚLTIPLO, GRAND
CAYMAN BRANCH


as a Lender


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


Notices:


Address: Av. Brig. Faria Lima, 3064 – 3o andar,
São Paulo, SP


Attn.: Marcelo Tambelli


Tel.: + 55-11-96448-0962


E-mail: marcelo.taqmbelli@hsbc.com.br


 


Address: R. Duque de Caxias, 595, Ribeirão Preto,
SP


Attn.: Gustavo Sigiani


Tel.: + 55-16-3977-5083


E-mail: gustavo.a.sigiani@hsbc.com.br


 


Address: R. Dr. Seidel, 425 – 1o andar, São
Paulo, SP


Attn.: Marco A. Jorge Cordeiro


Tel.: + 55-11-3646-3521


E-mail: marco.a.cordeiro@hsbc.com.br


 


Account Details:


Correspondent Bank: HSBC Bank U.S.A., New York, - USA


Account nr.: 000055212


Account Name: HSBC Bank Brasil S.A. – Banco Múltiplo,
Grand Cayman Branch


Attn.: Marco A. Cordeiro/Rafael F. Augusto


 


 




    ~ 95 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


CAIXA GERAL DE DEPÓSITOS, S.A. - NEW YORK BRANCH


as a Lender


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


Notices:


Address: 733 Third Avenue,
22nd floor, New York, NY 10017


Attn.: Dale Prosinowski/Anna Vivelo/Lane Li/Paula Ferreira


Tel.: +1-212-557-0025


Fax: +1-212-687-0848


E-mail: dale.prusinowksi@cgdus.com / operationsdept@cgdus.com
/ Paula.ferreira@cgdus.com


 


Account Details:


Correspondent Bank: Citibank, New York


SWIFT: CITIUS33


Account nr.: 36151281


Account Name: Caixa Geral de Depositos, New York


SWIFT: CGDIUS33


ABA: 021000089


Reference: Adecoagro – USD 160 million Export Prepayment
Facility


 


 




    ~ 96 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


GALENA COMMODITY TRADE FINANCE MASTER FUND LIMITED


as a Lender


 


	By:	 	 	By:	 	 
	Name: 	 	 	Name: 	 	 
	Title:	 	 	Title:	 	 


 


Notices:


Address: Rue de Jargonnant, 1 – 1207 Geneva, Switzerland


Attn.: Alexandre Vieira/Gregoire Lamare/Thomas Randall


Tel.: +41-22-592-3715/+44-207-170-7760


Fax: +41-22-594-6901


	E-mail:	galenactff@galena-invest.com / alexandre.vieira@galena-invest.com /
	 	gregoire.lamare@galena-invest.com / tom.randall@galena-invest.com /
	 	galenactff-settlements@galena-invest.com


 


Account Details:


Correspondent Bank: The Bank of New York, New York


Correspondent SWIFT: IRVTUS3N


Correspondent Account
nr.: 021 000 018


Name of Beneficiary: Galena Commodity Trade Finance Master Fund
Limited


Beneficiary Account nr.: 8900285451


Beneficiary Bank Name: The Bank of New York Mellon SA


Beneficiary
Bank SWIFT: IRVTBEBB:


Special Instruction: FFC a/c 334702 8400 (Galena Com
Trade Fin Fd Mas Ltd)


 


 




    ~ 97 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


	 	 	 	 
	Witness:	 	Witness:	 
	ID:	 	ID:	 


 


 




    ~ 98 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


SCHEDULE 1


 


COMMITMENTS


 


	
         

        Lender
	
        Commitment

        (US$)

	ING Bank N.V.	40,000,000.00
	Rabobank Curaçao N.V.	35,000,000.00
	ABN AMRO Bank N.V.	30,000,000.00
	Crédit Agricole Corporate and Investment Bank	20,000,000.00
	HSBC Bank Brasil S.A. - Banco Múltiplo, Grand Cayman Branch	15,000,000.00
	Caixa Geral de Depósitos, S.A. - New York Branch	10,000,000.00
	Galena Commodity Trade Finance Master Fund Limited	10,000,000.00
	Total:	160,000,000.00


 




    ~ 99 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


SCHEDULE 2


 


LIST
OF ELIGIBLE OFF-TAKERS


 


	
        ADM

        Alcotra

        BP

        Bunge

        Cargill

        Chemoil

        Chevron CHS

        Copersucar

        Cropenergies

        Czarnikow

        Eco-Energy

        ED&F

        Man

        EISA

        ExxonMobile

        Gavillon

        Glencore
	Greenergy

        Gunvor

        Kolmar

        Louis Dreyfus

        Mitsui

        Morgan Stanley

        Noble

        Petrobras Trading

        Phillips66

        Raizen Trading

        Sojitz

        Sucden

        Tate & Lyle Sugar

        Toyota Tsusho Sugar Trading Ltd.

        Valero

        Vitol

        Wilmar



 


 




    ~ 100 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

  


SCHEDULE 3


 


MORTGAGED PROPERTIES


 


 


 


	Farm	Location	Real Estate

Registration Number	Owner
	Conquista I, II e III	Dianópolis - Tocantins	3867, 1620, 1619	Adeco Agropecuária Brasil Ltda.
	Alto Alegre I, II, III and IV	Dianópolis - Tocantins	3757, 3771, 3772, 3773	Adeco Agropecuária Brasil Ltda.
	Ouro Verde	Angélica - Mato Grosso do Sul	1642	Adecoagro Vale do Ivinhema S.A
	Bela Manhã	Angélica - Mato Grosso do Sul	1431, 1432, 1433, 1434, 1435,

1515, 1516, 1517, 1645, 1647,

2022, 2023, 2325	Adecoagro Vale do Ivinhema S.A
	Água Branca	Ivinhema - Mato Grosso do Sul	1077	Adecoagro Vale do Ivinhema S.A
	Nossa Senhora Aparecida	Ivinhema - Mato Grosso do Sul	9879, 9881	Adecoagro Vale do Ivinhema S.A
	Dom Fabrício	Angélica - Mato Grosso do Sul	3492	Adecoagro Vale do Ivinhema S.A


 


 




    ~ 101 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


SCHEDULE 4


 


LIENS EXISTING ON THE EXECUTION DATE


Adecoagro Vale do Ivinhema S.A.





	Tipo	Banco	Valor Tomado	Inicio	Vencimento	Contrato	Garantia
	CCE	BTG Pactual	R$	65.000.000	

                                                                                 10-jul-12
	

                                                                                 30-dez-15
	No CCE010/12	Hipotéca
    1o grau da Fazendas Nossa Senhora Aparecida e Dom Fabrício + Contrato de Exportação + Penhor de
    Cana-de-Açúcar
	HSBC	R$	55.000.000	No 1054-12
	Rabobank	R$	75.000.000	No CCE20120001
	Votorantim	R$	35.000.000	No 10142381
	CDC	CNH	R$	1.360.000	1-m ai-13	15-fev-18	No 201201552-8/001	Alienação
    Fiduciária dos Bens Fianciados
	CDC	CNH	R$	1.672.000	1-m ai-13	15-fev-18	No 201201552-9/001	Alienação
    Fiduciária dos Bens Fianciados
	CDC	CNH	R$	746.240	8-nov-13	1-s et-17	No 201301160-7/001	Alienação
    Fiduciária dos Bens Fianciados
	FCO Angélica	Banco do Bras il	R$	70.000.000	30-jul-10	1-jul-20	No 40/00370-1	Hipotéca
    1o grau da Fazenda Sapálio e Alienação Fiduciária dos Bens Fianciados
	FCO Ivinhem a	Banco do Bras il	R$	130.000.000	19-out-12	1-nov-22	No 40/00553-4	Hipotéca
    1o grua da Fazenda Carmen e Alienação Fiduciária dos Bens Fianciados
	FINAME	Banco do Bras il	R$	9.905.000	15-jun-12	15-m ai-22	No 40/00506-2	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Banco do Bras il	R$	8.100.000	22-m ar-13	15-jan-23	No 40/00583-6	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Brades co	R$	436.192	26-m ai-10	15-abr-15	No 0754627-0	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Brades co	R$	1.113.288	26-m ai-10	15-abr-15	No 0754625-4	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Brades co	R$	1.255.012	17-jun-10	15-m ai-15	No 0756892-4	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Brades co	R$	1.165.368	29-jun-10	15-m ai-15	No 0754629-7	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Brades co	R$	1.255.012	29-jun-10	15-m ai-15	No 0754624-6	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	John Deere	R$	4.658.500	28-m ai-10	15-m ai-15	No 584588/10	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	John Deere	R$	858.000	16-s et-11	15-m ai-16	No 675723/11	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	John Deere	R$	6.935.375	21-m ar-12	15-fev-17	No 724344/12	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Random	R$	918.400	15-jun-12	15-m ai-17	No 4514	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Random	R$	66.080	29-ago-12	16-jun-17	No 4963	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Volks wagen	R$	495.000	8-jul-10	15-dez-14	No 199608/001	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Volks wagen	R$	496.000	13-abr-10	15-dez-14	No 194820/001	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Volks wagen	R$	824.000	12-dez-09	15-dez-14	No 192332/001	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Volks wagen	R$	124.000	15-jul-10	15-jul-15	No 226597/001	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Volks wagen	R$	333.900	20-jun-12	17-abr-17	No 311372/001	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Volks wagen	R$	30.600	6-jul-12	17-abr-17	No 311370/001	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Votorantim	R$	2.340.000	13-m ai-11	15-abr-16	No 83159-3	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	1.710.000	19-fev-13	16-out-17	No 2012009281	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	679.500	30-jul-13	15-jun-18	No 2013006085	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	2.003.400	8-nov-13	15-ago-18	No 2013008978	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	575.316	2-dez-13	15-out-18	No 2013011606	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	2.438.424	2-dez-13	15-out-18	No 2013011605	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	1.216.498	2-dez-13	15-ago-18	No 2013008977	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	575.316	24-fev-14	17-dez-18	No 2013013481	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	432.000	15-m ar-13	15-nov-22	No 155.755/12	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	5.006.300	20-m ai-13	15-jan-23	No 158.841/12	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	1.695.600	12-m ar-13	15-jan-23	No 158.870/12	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	113.400	18-m ar-13	15-nov-22	No 156.043/12	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	1.386.000	15-m ar-13	15-nov-22	No 155.680/12	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	432.900	11-m ar-13	15-nov-22	No 155.825/12	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	315.000	5-abr-13	15-nov-22	No 155.826/12	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	321.300	28-nov-13	15-s et-23	No 170.179-13	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Itaú BBA	R$	8.890.798	14-dez-12	16-nov-22	No 50002875100	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Itaú BBA	R$	7.641.000	14-dez-12	16-nov-22	No 50002875600	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Itaú BBA	R$	8.488.198	14-jan-13	16-nov-22	No 50002875200	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Itaú BBA	R$	4.950.000	14-jan-13	16-nov-22	No 50002875300	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Itaú BBA	R$	8.237.268	14-jan-13	17-out-22	No 50002875700	Alienação
    Fiduciária dos Bens Fianciados
	FINAME	Itaú BBA	R$	7.740.000	14-jan-13	16-nov-22	No 50002875500	Alienação
    Fiduciária dos Bens Fianciados
	FINEM	Brades co	R$	151.000.000	17-m ar-08	15-abr-18	No 91.2.149.6.1.013	Hipotéca
    1o grau da Fazenda Takuarê, Alienação Fiduciária dos Bens Fianciados e 99,99% das Ações
    da Adecoagro Brasil Participações S.A.
	HSBC
	Itaú BBA
	Itaú Unibanco
	Rabobank
	Santander
	FINEM	Itaú BBA	R$	273.207.000	11-jun-13	15-jan-23	No 21/00310-6	Hipotéca
    1o grua da Fazenda Carmen, 2o grau da Fazenda Takuare e 2o grau da Fazenda Sapálio,
    Alienação     Fiduciária dos Bens Fianciados e Contrato de Enegia da Usina de Angélica (300
    Mwh)
	Banco do Bras il
	FINEM	BNDES	R$	215.431.000	21-nov-13	15-jan-23	No 12.2.1433.1	Alienação
    Fiduciária dos Bens Fianciados e Contrato de Enegia da Usina de Angélica (131 Mwh)
	NCE	Itaú BBA	R$	75.000.000	5-m ar-13	15-m ar-19	No 100113030001400	Contrato
    de Enegia da Usina de Angélica (87 Mwh)
	PPE	ING	USD	30.000.000	30-jul-13	15-dez-16	Sindicato ING 2013	Penhor
    de Cana-de-Açúcar e Contrato de Exportação
	Bladex	USD	20.000.000
	ING	USD	20.000.000
	PPE	Rabobank	USD	20.000.000	20-s et-13	15-jul-17	Sindicato Rabobank 2013	Penhor
    de Cana-de-Açúcar e Contrato de Exportação
	HSBC	USD	20.000.000
	Brades co	USD	20.000.000
	PGGM	USD	20.000.000
	Hinduja Bank	USD	10.000.000
	PPE	ING	USD	20.000.000	25-m ar-14	15-dez-17	Sindicato ING 2014	Penhor
    de Cana-de-Açúcar e Contrato de Exportação
	HSBC	USD	12.500.000
	ICBC	USD	12.500.000
	BES	USD	10.000.000
	Brades co	USD	10.000.000
	Bladex	USD	10.000.000
	Hinduja Bank	USD	10.000.000
	Monte Dei Paschi	USD	8.000.000
	Banco da China	USD	7.000.000


 




    ~ 102 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Usina Monte Alegre Ltda.


 





	Tipo	Banco	Valor Tomado	Inicio	Vencimento	Contrato	Garantias
	CCE	Votorantim	R$	15.000.000,00	9-m ar-12	9-m ar-16	No 10136273	100,00% das Ações da Usina Monte Alegre Ltda.
	FINAME	BDMG	R$	1.886.289,72	7-m ar-12	15-jan-20	No 151.631/11	Alienação Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	179.628,03	26-s et-12	15-jul-22	No 153.778/11	Alienação Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	5.356.976,40	8-abr-13	15-dez-22	No 158.026/12	Alienação Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	329.664,00	20-jun-14	15-abr-24	No 181.922/14	Alienação Fiduciária dos Bens Fianciados
	FINAME	BDMG	R$	188.800,00	20-jun-14	15-abr-22	No 181.919/14	Alienação Fiduciária dos Bens Fianciados
	FINAME	Votorantim	R$	966.400,00	11-abr-11	15-fev-16	No 83160-9	Alienação Fiduciária dos Bens Fianciados
	FINAME	Votorantim	R$	409.487,50	20-m ai-11	15-abr-16	No 83196-8	Alienação Fiduciária dos Bens Fianciados
	FINAME	Votorantim	R$	935.000,00	22-jun-11	15-fev-16	No 83162-2	Alienação Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	780.073,20	19-dez-13	17-dez-18	No 2013013592	Alienação Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	2.763.442,80	24-fev-14	15-jan-19	No 2013014770	Alienação Fiduciária dos Bens Fianciados
	FINAME	CNH	R$	188.800,00	8-out-14	15-ago-19	No 181.919-14	Alienação Fiduciária dos Bens Fianciados
	NCE	Brades co	USD	11.700.000,00	28-m ai-12	15-dez-16	No 201200137	Imóvel Matrícula 1.001 Fazenda Monte Belo e Alienação Fiduciária de Bens
	PESA	Brades co	R$	2.256.144,28	1-m ar-00	1-m ar-20	No 97-00013	Imóvel Matrícula 1.001 Fazenda Monte Belo
	PESA	Brades co	R$	2.256.144,28	1-m ar-00	1-m ar-20	No 97-00021




 




    ~ 103 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


SCHEDULE 5


 


TAX LIENS FILED AGAINST PROPERTIES


 


	2) Data: 31/1212013	Empresa:Usina Monte Alegre S/A
	Escritório: Advogados Responsáveis:	
        Castro
        Barros Sobral Gomes Advogados

         

        André
        Oliveira1
        Daniela Duque Estrada 1 Gabriel
        Manica1

         

        Adriana
        Torres

	Área:	Tributário
	Autor:	Uniao Federal
	Réu:	Usina Monte Alegre S/A
	Natureza  da A«¡:áo:	Execuc;ao Fiscal
	l?rocesso no.:	0430.06.001295-1 (465/2005)
	Vara/Comarca:	Vara Única da Justci ;a Estadual de Monte Belo
	Distribuis;áo:	10.10.2005
	Valor Pleiteado:	R$ 13.155.607,86 (em outubro/2005)
	Valor Atualizado:	R$ 16.661.551,23 (em janeiro/2014)
	
         

         

        Objeto:
	
        Execuc;ao
        Fiscal objetivando a cobranc;a judicial
        de supostos débitos de IPI
        inscritos
        como Dívida Ativa da Uniao por meio da COA no
        60.3.01.000307-20,
        constituídos através
        do Processo

        Administrativo
        no 13656.000511/2001-58.

	Artigos de Enquadramento:	 
	Andamento:	
        Em 06.06.2007,
        proferido despacho determinando
        a suspensao essa execuc;ao fiscal até o julgamento
        final dos embargos.
        Após ormalizada a lavratura
        de termo de penhora para a substituic;ao e parte
        dos bens penhorados
        nos autos da execw;:ao fiscal,
        em arantia aos débitos exequendos, apresentamos
        petic;ao requerendo a substituic;ao
        de parte dos bens penhorados, a qual
        oi indeferida.
        Diante
        deste cenário, peticionamos
        no sentido de presentar novos bens em substituic;ao aos ora
        penhorados, bem omo ratificamos a necessidade da manutenc;ao
        da suspensao

        a execuc;ao
        fiscal. Aguarda-se a apreciac;ao
        do pedido.

	Observagoes:	 
	Garantías:	Vide Embargos a Execugao Fiscal no 0430.07.002112-5 (item 3).
	Probabilidade de Perda: (em percentual)	Vide Embargos a Execugao Fiscal no 0430.07.002112-5 (item 3).
	Sugestáo  de Provisáo:	 


 




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	3) Data: 31/12/2013	Empresa: Usina Monte Alegre S/A
	
         

        Escritório:
        Advogados Responsáveis:
	
        Castro Barros Sobral Gomes
        Advogados

         

        André
        Oliveira1
        Daniela Duque Estrada 1
        Gabriel Manica1

         

        Adriana
        Torres

	Área:	Tributário
	Embargado:	Fazenda Nacional
	Embargante:	Usina Monte Alegre S/A
	Natureza da Aáo:	Embargos a Execugao Fiscal
	Processo no.:	0430.07.002112-51 2009.01.99.022059-0
	
         

        Vara/Comarca:
	
        Vara
        Única da Justiga Estadual
        de Monte Belo1

         

        08a
        Turma do Tribunal Regional
        Federal da 01a Regiao

	Distribuiáo:	22.05.2007
	Valor Pleiteado:	Ver ítem supra.
	Valor Atualizado:	Ver ítem supra.
	
         

         

        Objeto:
	
        Desconstituigao
        da COA no 60.301.000307-20,
        que constituí o objeto da Execugao Fiscal no 465/2005,
        na medida em que os débitos nela refletidos estao extintos,
        na forma do artigo 156,

        inciso
        V, do CTN, seja
        pela decadencia,
        seja pela prescrigao.

	
         

        Artigos
        de Enquadramento:
	Artigos   150,  parágrafo   4o'    174,  156,  inciso  V,  do  Código Tributário Nacional.
	
        

        Andamento:
	
        Em
        25.09.2008,
        foi publicada
        sentenga  julgando
        procedente o pedido formulado
        na  inicial
        dos embargos  a execugao
        fiscal, para reconhecer
        que os créditos tributários de IPI encontram-se
        extintos pela decadencia,
        determinando,
        ainda, a
        extingao da Execugao Fiscal
        no 465/2005.
        Em 16.11.2008,
        a Fazenda Nacional
        interpós
         recurso de apelagao,
        tendo  sido
        proferida decisao monocrática,
        em 13.08.2012,
        dando integral
        provimento ao recurso 
        da Uniao  para reformar a sentenga
        e manter a cobranga dos créditos
        exequendos. Contra
        tal decisao
        foram opostos embargos de declaragao pela Usina, em
        27.08.2012,
        e agravo regimenta!
        pela  Uniao,
        em 13.09.2012,
        objetivando a majoragao da condenagao da Usina
        em honorários sucumbenciais.
        Nossos embargos foram convertidos
        em agravo regímental. Em sessao de julgamentos realizada no
        dia

        01.03.2013,
        foi proferido acórdao,
        por maioria de votos,
        no qual foi dado provimento
         ao agravo  regimenta! da
        Usina, e negado provimento ao agravo regimenta! da 
        Uniao, para reformar a decisao
        monocrática  e reconhecer que os débitos
        exequendos encontram-se  fulminados
        pela prescrigao,
        nos termos do voto-



 




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EXHIBIT 1


 


COPORATESTRUCTURE


 





 


(1)
 Stork! tradad on NYSE


(2.)
Leonardo  Benidi hold•
one slwe


 




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ANNEX A


FORM OF PROMISSORY NOTE


 


NOTA PROMISSÓRIA


 


No: [•]


Valor: US$ [•]


Data de Emissão: [•]
de [•] de 2014.


Local de Emissão: Município
de Angélica, Estado do Mato Grosso do Sul


Praça de Pagamento: Município
de São Paulo, Estado de São Paulo


Vencimento:
à vista. De acordo com o Art. 34 do Decreto-Lei no 57.663/66, fica o detentor da presente Nota Promissória
autorizado a apresentá-la dentro do prazo de até 05 (cinco) anos contados da presente data.


Referência:
Export Prepayment Finance Agreement (contrato de pré-pagamento de exportação), celebrado em 5 de novembro
de 2014 entre a Emitente (abaixo definida) e o ING Bank N.V., entre outros (“Contrato de Pré-pagamento de Exportação”)


Emitente:
Adecoagro Vale do Ivinhema S.A.


 


Mediante apresentação da
presente NOTA PROMISSÓRIA, que só poderá ser exigida nos termos do contrato em referência, a
ADECOAGRO VALE DO IVINHEMA S.A., sociedade limitada com sede na cidade de Angélica, Estado de Mato Grosso do Sul,
na Estrada Continental, km 15, Fazenda Takuarê, s/n. Zona Rural, inscrita no CNPJ/MF sob no 07.903.169/0001-09, neste
ato representada por seus representantes, os senhores Leonardo Raúl Berridi, brasileiro, casado, engenheiro, portador da
carteira de identidade no 58.831.136-4 e inscrito no CPF sob no. 231.115.108-83, e Renato Junqueira Santos Pereira, brasileiro,
casado, engenheiro agrônomo, portador da carteira de identidade no 28.119.168-2 e inscrito no CPF sob o n.o 199.560.208-69,
ambos residentes e domiciliados no Município de São Paulo, Estado de São Paulo, e com escritório na
Rua Iguatemi, n° 192, 12o andar, Município de São Paulo, Estado de São Paulo, pagará incondicionalmente
e à vista ao [•], instituição financeira constituída de acordo com as leis de
[•], com sede na cidade de [•], em [•], (o “Credor”),
ou à sua ordem, a quantia de US$ [•], convertido em moeda corrente nacional, mediante a utilização da
taxa de câmbio de venda publicada pelo Banco Central do Brasil em sua página na internet, referente ao último
dia útil imediatamente anterior ao do efetivo pagamento desta Nota Promissória. A Emitente e os Avalistas, por este
ato, renunciam a toda e qualquer formalidade, tal como pedido de protesto, notificação ou aviso de qualquer natureza
com relação a esta Nota Promissória.


 


Esta Nota Promissória só
poderá ser endossada concomitantemente com a cessão parcial ou integral dos direitos e das obrigações
do Credor sob o Contrato de Pré-Pagamento de Exportações, nos termos da Clausula 11.1 do mesmo.


 


Esta Nota Promissória é regida
pelas leis da República Federativa do Brasil.


 


Angélica, [•] de _____de
2014.


 


Emitente:


 










 






ADECOAGRO VALE DO IVINHEMA S.A.


 




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[Verso da Nota Promissória no
[•]]


 


Avalistas:


 


Bom por aval:


 


 


 






ADECOAGRO BRASIL PARTICIPAÇÕES
S.A.


 


Bom por aval:


 


 


 






USINA MONTE ALEGRE LTDA.


 




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ANNEX B


 


FORM OF NOTICE OF DRAWDOWN


 


_______ ___, 2014


 


ING BANK N.V.


As Administrative Agent


c/o Av. Pres.
Juscelino Kubitschek, 510 – 3o andar


São Paulo 04543-000


SP, Brazil


 


		Re:	Export Prepayment Finance Agreement dated as of November
5, 2014



 


Ladies and Gentlemen:


 


We refer to the Export Prepayment Finance
Agreement (as may be amended, varied, novated, supplemented or otherwise modified from time to time, the “Export Prepayment
Finance Agreement”) dated as of November 5, 2014 among Adecoagro Vale do Ivinhema S.A. as the Borrower, the Guarantors, ING
Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent, the Lead Arrangers and the Lenders
party thereto. Terms defined in the Export Prepayment Finance Agreement shall have the same meaning in this Notice of Drawdown.


 


We hereby give you notice that, pursuant
to the Export Prepayment Finance Agreement and on [•], 201_, Adecoagro Vale do Ivinhema S.A. wishes to borrow Loans in the
amount of U.S.$ [•], upon the terms and subject to the conditions contained therein. Please credit the proceeds of the Loans
in accordance with the procedure set forth in the Export Prepayment Finance Agreement to account no. [•] of [Name of Bank].


 


We confirm that, on the date hereof, the
representations set out in Section 3 thereof are true and correct, we are in compliance in all respects with the covenants set
out in Sections 5 and 6 thereof, and no Default has occurred and is continuing.


 


ADECOAGRO VALE DO IVINHEMA S.A.


 


	By:	 	 	By:	 
	Name: 	 	 	Name: 	 
	Title:	 	 	Title:	 


 




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ANNEX C


 


FORM OF ASSIGNMENT AND ACCEPTANCE


 


ASSIGNMENT AND ACCEPTANCE


 


Reference is made to the Export
Prepayment Finance Agreement (as may be amended, varied, novated, supplemented or otherwise modified from time to time, the “Export
Prepayment Finance Agreement”) dated as of November 5, 2014 among Adecoagro Vale do Ivinhema S.A. as the Borrower, the Guarantors,
ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent, the Lead Arrangers and the
Lenders party thereto. Terms defined in the Export Prepayment Finance Agreement are used herein as defined therein.


 


___________________ (the “Assignor”)
and ___________________ (the “Assignee”) agree as follows:


 


		1.	The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor,
and the Assignee hereby irrevocable purchases and assumes from the Assignor without recourse to the Assignor, as of the Assignment
Effective Date (as defined below) an interest (the “Assigned Interest”) in and to the Assignor’s rights and obligations
in the Loans under the Export Prepayment Finance Agreement in the principal amount and percentage as set forth on Schedule 1 hereto,
together with all rights related thereto under the other Credit Documents.



 


		2.	The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest
being assigned by it hereunder and that such interest is free and clear of any adverse claim, (ii) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or representations made in any Credit Document or in any
instrument or document furnished pursuant thereto, or with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any Credit Document or any instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Guarantor or the performance
or observance by the Borrower, the Importer or any Guarantor of any of their obligations under the Credit Documents or any instrument
or document furnished pursuant thereto; and (iv) attaches the Notes currently held by it that are part of the Assigned Interest
and requests that such Notes be exchanged for new Notes as follows: (a) a Note for an aggregate amount of US$ [•] payable
to the order of the Assignee, and, (b) if the Assignor is retaining any interest in the Loans, then a Note for an aggregate amount
of US$ [•] payable to the order of the Assignor.



 


		3.	The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment
and Acceptance; (ii) confirms that it has received a copy of the Credit Documents, together with copies of the financial statements
delivered



 




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pursuant thereto, if any, and
such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor, the Agents or any other
Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Documents or any instrument or document furnished pursuant thereto; (iv) hereby
irrevocably designates and appoints each Agent as its agent under the Credit Documents and the documents delivered in connection
therewith, and hereby irrevocably authorizes each Agent, in their respective capacities as such, to take such action as agent on
its behalf and to exercise such powers and perform such duties under the Credit Documents or any document furnished pursuant thereto
as are expressly delegated to the Agents by the terms of the Credit Documents, together with such other powers as are reasonably
incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Documents and will perform in accordance
with its terms all the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.


 


		4.	Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative
Agent for approval in accordance with the terms and conditions of the Export Prepayment Finance Agreement, and, if approved as
provided in the Export Prepayment Finance Agreement, will be effective as of the date five Business Days after the date of such
delivery unless the date of delivery to the Administrative Agent is less than ten (10) days before the next Interest Payment Date,
in which case it will be effective on the first day after such Interest Payment Date (the “Assignment Effective Date”).



 


		5.	Upon such approval and recording, from and after the Assignment Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts)
to the Assignee whether such amounts have accrued prior to the Assignment Effective Date or accrue subsequent to the Assignment
Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for
periods prior to the Assignment Effective Date or with respect to the making of the assignment directly between themselves.



 


		6.	Upon such approval and recording, from and after the Assignment Effective Date, (i) the Assignee
shall be a party to the Export Prepayment Finance Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder and shall be bound by the provisions thereof and (ii) the Assignor shall relinquish
its rights and be released from its obligations under the Export Prepayment Finance Agreement to the extent of the Assigned Interest
and, if this Assignment and Acceptance covers all or the remaining portion of the Assignor’s rights and obligations under
the Export Prepayment Finance Agreement, the Assignor shall cease to be a party to the Export Prepayment Finance Agreement, except
as provided otherwise in Section 11.1(a) thereof.



 




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		7.	This Assignment and Acceptance shall be governed by and construed in accordance with the laws of
the State of New York, United States of America, including, without limitation, Section 5-1401 of the New York General Obligations
Law, but excluding any conflicts of law principles that would lead to the application of the laws of another jurisdiction.



 


IN WITNESS WHEREOF, the parties
hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized
officers on Schedule 1 hereto.


 




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Schedule 1 to


Assignment and Acceptance


 


Relating
to the Export Prepayment Finance Agreement dated as of November 5, 2014 among Adecoagro Vale do Ivinhema S.A. as the Borrower,
the Guarantors, ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent, the Lead Arrangers
and the Lenders party thereto


 


Name of Assignor:


 


Name of Assignee:


 


Assignment Effective Date:


 


Loan Principal Amount Assigned:


 


Percentage of Loan Assigned:


 


	ASSIGNEE	 	ASSIGNOR
	 	 	 	 	 
	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 


 


Address for Notices:


 


Approved and Accepted, if required pursuant to Section 11.1(a):


 


ING Bank N.V., as Administrative Agent


 


	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 


 




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ANNEX D


 


CERTIFICATE OF OFFICER OF
BORROWER


 


[DATE]


 


To:        ING BANK N.V.


As Administrative Agent


c/o Av. Pres. Juscelino
Kubitschek, 510 – 3o andar


São Paulo 04543-000


SP, Brazil


 


Re:       Export Prepayment Finance Agreement dated
as of November 5, 2014


 


I refer to
the Export Prepayment Finance Agreement (as may be amended, varied, novated, supplemented or otherwise modified from time to time,
the “Export Prepayment Finance Agreement”) dated as of November 5, 2014 among Adecoagro Vale do Ivinhema S.A. as the
Borrower, the Guarantors, ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent,
the Lead Arrangers and the Lenders party thereto. Terms defined in the Export Prepayment Finance Agreement shall have the same
meaning in this Certificate.


 


I am a ________[title]__________of the Borrower
and, pursuant to Section 4.1(c) of the Export Prepayment Finance Agreement, hereby certify in this certificate (this “Certificate”)
as follows:


 


		(1)	I am duly authorized to give this Certificate.



 


		(2)	Powers: Attached as Exhibit A to this Certificate are true, complete and up- to-date
certified copies of the Governing Documents of the Borrower as in effect on the date hereof and on the date of the Borrower’s
execution and delivery of the Credit Documents to which it is a party. The Borrower is carrying on a business authorized under
its Governing Documents. Neither the entry into the Credit Documents to which it is a party nor the execution and delivery of the
Notes by the Borrower, nor the exercise of its rights and/or performance of or compliance with its obligations under the Credit
Documents to which it is a party does or will violate, or exceed any borrowing or other power or restriction granted or imposed
by, its Governing Documents.



 


		(3)	Due Execution: Attached as Exhibit B to this Certificate is an Incumbency List dated
as of [•], executed by the [•] of the Borrower containing a list of the names and titles, and specimen of the signatures,
of the persons who are at the date of this Certificate officers of the Borrower or attorneys-in-fact of






 






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the
Borrower and who (either individually or with others, as provided in the [Resolutions/Governing Documents]1)
are authorized, on behalf of the Borrower, to sign the Credit Documents to which it is a party and are authorized to give all communications
and take any other action required under or in connection with the Credit Documents to which it is a party on behalf of the Borrower.


 


		(4)	Due Authorization: [Use this bracketed alternative
if the Governing Documents require approval of the Board of Directors/shareholders and delete the other alternative: Attached
as Exhibit C to this Certificate is a true and complete certified copy of the minutes of a duly convened meeting of its
{board of directors, shareholders, members etc}2 duly
held on [•], 2014, at which a duly constituted quorum was present and voting throughout and at which the resolutions set
out in the minutes were duly passed and adopted (the “Resolutions”). Each of the Resolutions remains in full force
and effect and has not been amended, varied, novated, supplemented, modified, revoked or rescinded. The Resolutions constitute
all action necessary on the part of the Borrower to approve the execution and delivery by the Borrower of the Credit Documents
to which it is a party, the borrowings thereunder and the performance by the Borrower of its obligations thereunder.] [Use this
bracketed alternative if the Governing Documents do not require approval of the Board of Directors/shareholders and delete
the other alternative: The Governing Documents of the Borrower provide all authorizations necessary for the Borrower to execute,
deliver and perform the Credit Documents to which it is a party, and no further action is necessary for the Borrower to execute,
deliver and perform the Credit Documents to which it is a party.]



 


		(5)	Default: No Default has occurred and is continuing
as of the date of this Certificate.



 


		(6)	Covenants and Representations and Warranties: As of the date hereof the Borrower is in full
compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the
Borrower contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true
and correct as of this date.



 


	 	 
	 	Name:


 


 






		1	Choose as appropriate



 


		2	Insert the relevant corporate body (Board of Directors, Executive Committee) or other group (such as shareholders), as appropriate,
if this bracketed clause is applicable






 






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EXHIBIT B TO CERTIFICATE OF OFFICER


 


[BORROWER’S LETTERHEAD]


 


Incumbency Certificate


 


I, [•], [title] of ___________ (the “Borrower”),
DO HEREBY CERTIFY, in connection with the Export Prepayment Finance Agreement dated as of November 5, 2014 among Adecoagro Vale
do Ivinhema S.A. as the Borrower, the Guarantors, ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian
Collateral Agent, the Lead Arrangers and the Lenders party thereto (the “Agreement”), that the following statements
are true and correct:


 


1.        I
am a duly authorized and appointed officer of the Borrower, and I am authorized to execute this certificate on behalf of the Borrower;
and


 


2.        As
of the date hereof, (a) the below named persons, having been duly elected and appointed by the Borrower, are duly authorized by
the Borrower to execute and deliver on its behalf the Agreement and any other agreement, instrument or document delivered under
the Agreement, and (b) the signature which appears opposite the name of each such person referred to in clause (a) above is a true
specimen of the signature of such person.


 


	Name	Office	Signature
	 	 	 
	[•]	[•]	 
	 	 	 
	[•]	[•]	 
	 	 	 
	[•]	[•]	 


 


IN WITNESS WHEREOF, I have signed this certificate
this [•] day of [•], 2014.


 


	 	 
	 	Name:
[•] 
	 	Title: [•]


 




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ANNEX E


 


CERTIFICATE OF OFFICER OF GUARANTOR


 


[DATE]


 


To:        ING BANK N.V.


As Administrative Agent


c/o Av. Pres. Juscelino
Kubitschek, 510 – 3o andar


São Paulo 04543-000


SP, Brazil


 


Re:          Export Prepayment Finance Agreement dated
as of November 5, 2014


 


I refer to
the Export Prepayment Finance Agreement (as may be amended, varied, novated, supplemented or otherwise modified from time to time,
the “Export Prepayment Finance Agreement”) dated as of November 5, 2014 among Adecoagro Vale do Ivinhema S.A. as the
Borrower, the Guarantors, ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent,
the Lead Arrangers and the Lenders party thereto. Terms defined in the Export Prepayment Finance Agreement shall have the same
meaning in this Certificate.


 


 


I am a________title]
______________of [Adecoagro Brasil Participações S.A.][Usina Monte Alegre S.A.] (the “Guarantor”) and,
pursuant to Section 4.1(c) of the Export Prepayment Finance Agreement, hereby certify in this certificate (this “Certificate”)
as follows:


 


		(1)	I am duly authorized to give this Certificate.



 


		(2)	Powers: Attached as Exhibit A to this Certificate are true, complete and up- to-date
certified copies of the Governing Documents of the Guarantor as in effect on the date hereof and on the date of the Guarantor’s
execution and delivery of the Credit Documents to which it is a party. The Guarantor is carrying on a business authorized under
its Governing Documents. Neither the entry into the Credit Documents to which it is a party, nor the exercise of its rights and/or
performance of or compliance with its obligations under the Credit Documents to which it is a party does or will violate, or exceed
any power or restriction granted or imposed by, its Governing Documents.



 


		(3)	Due Execution: Attached as Exhibit B to this Certificate is an Incumbency List dated
as of [•], executed by the [•] of the Guarantor containing a list of the names and titles, and specimen of the signatures,
of the persons who are at the date of this Certificate officers of the Guarantor or attorneys-in-fact of the Guarantor and who
(either individually or with others, as provided in the






 






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[Resolutions/Governing
Documents]3) are authorized, on behalf of the Guarantor,
to sign the Credit Documents to which it is a party and are authorized to give all communications and take any other action required
under or in connection with the Credit Documents to which it is a party on behalf of the Guarantor.


 


		(4)	Due Authorization: [Use this bracketed alternative
if the Governing Documents require approval of the Board of Directors/shareholders and delete the other alternative: Attached
as Exhibit C to this Certificate is a true and complete certified copy of the minutes of a duly convened meeting of its
{board of directors, shareholders, members etc}4 duly
held on [•], 2014, at which a duly constituted quorum was present and voting throughout and at which the resolutions set
out in the minutes were duly passed and adopted (the “Resolutions”). Each of the Resolutions remains in full force
and effect and has not been amended, varied, novated, supplemented, modified, revoked or rescinded. The Resolutions constitute
all action necessary on the part of the Guarantor to approve the execution and delivery by the Guarantor of the Credit Documents
to which it is a party, the borrowings thereunder and the performance by the Guarantor of its obligations thereunder.] [Use this
bracketed alternative if the Governing Documents do not require approval of the Board of Directors/shareholders and delete
the other alternative: The Governing Documents of the Guarantor provide all authorizations necessary for the Guarantor to execute,
deliver and perform the Credit Documents to which it is a party, and no further action is necessary for the Guarantor to execute,
deliver and perform the Credit Documents to which it is a party.]



 


		(5)	Default: No Default has occurred and is continuing
as of the date of this Certificate.



 


		(6)	Covenants and Representations and Warranties: As of the date hereof the Guarantor is in
full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties
of the Guarantor contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto
are true and correct as of this date.



 


	 	 
	 	Name:


 


 






		3	Choose as appropriate



 


		4	Insert the relevant corporate body (Board of Directors, Executive Committee) or other group (such as shareholders), as appropriate,
if this bracketed clause is applicable



 




    ~ 118 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


EXHIBIT B TO CERTIFICATE OF OFFICER


 


[GUARANTOR’S LETTERHEAD]


 


Incumbency Certificate


 


I, [•], [title] of
[Adecoagro Brasil Participações S.A.][Usina Monte Alegre S.A.] (the “Guarantor”), DO HEREBY CERTIFY,
in connection with the Export Prepayment Finance Agreement dated as of November 5, 2014 among Adecoagro Vale do Ivinhema S.A. as
the Borrower, the Guarantors, ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent,
the Lead Arrangers and the Lenders party thereto (the “Agreement”), that the following statements are true and
correct:


 


1.        I
am a duly authorized and appointed officer of the Guarantor, and I am authorized to execute this certificate on behalf of the Guarantor;
and


 


2.        As
of the date hereof, (a) the below named persons, having been duly elected and appointed by the Guarantor, are duly authorized by
the Guarantor to execute and deliver on its behalf the Agreement and any other agreement, instrument or document delivered under
the Agreement, and (b) the signature which appears opposite the name of each such person referred to in clause (a) above is a true
specimen of the signature of such person.


 


	  Name	Office	Signature
	 	 	 
	[•]	[•] 	 
	 	 	 
	[•]	[•]	 
	 	 	 
	[•]	[•]	 


 


IN WITNESS WHEREOF,
I have signed this certificate this [•]h day
of [•], 2014.


 


	 	 
	 	Name:
[•] 
	 	Title: [•]


 




    ~ 119 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


ANNEX F


 


FORM OF COMPLIANCE CERTIFICATE


 


ADECOAGRO VALE DO IVINHEMA S.A.


COMPLIANCE CERTIFICATE


 


[DATE]


 


To:        ING BANK N.V.


As Administrative Agent


c/o Av. Pres. Juscelino
Kubitschek, 510 – 3o andar


São Paulo 04543-000


SP, Brazil


 


Re:      Export Prepayment Finance Agreement dated
as of November 5, 2014


 


Ladies and Gentlemen:


 


I refer to
the Export Prepayment Finance Agreement (as may be amended, varied, novated, supplemented or otherwise modified from time to time,
the “Export Prepayment Finance Agreement”) dated as of November 5, 2014 among Adecoagro Vale do Ivinhema S.A. as the
Borrower, the Guarantors, ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent,
the Lead Arrangers and the Lenders party thereto. Terms defined in the Export Prepayment Finance Agreement shall have the same
meaning in this Certificate.


 


I am a [title] of the Borrower and hereby certify
in this certificate (this “Certificate”)


as follows:


 


		(1)	I am duly authorized to give this Certificate.



 


		(2)	Default: The information contained on Schedule A hereto is true and correct and no Default
or Event of Default has occurred and is continuing (except for [•] [describe default in reasonable detail and the action that
the Borrower and/or the Guarantors have taken or proposes to take with respect thereto]).



 


		(3)	Covenants and Representations and Warranties: As of the date hereof the Borrower and the
Guarantors are in full compliance with all covenants applicable to each of them under the Credit Documents and all representations
and warranties thereof contained in the Credit Documents and any certificates, statements or other documents delivered pursuant
thereto are true and correct as of this date.



 


	 	 
	 	Name:
	 	Title: Chief Financial Officer


 




    ~ 120 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Schedule A to Compliance Certificate


 


Entries on this Schedule A represent descriptive references
only to the corresponding components set forth in the relevant sections of the Export Prepayment Finance Agreement (and the definitions
therein ancillary thereto). This Certificate relates to the fiscal year of the Borrower ended on [•].


 


(i)       The
ratio of its Net Worth to its Total Assets is:


 


(ii)       The ratio of its Net Debt to its Adjusted
EBITDA is:


 


(iii)       Its Interest Coverage Ratio is:


 




    ~ 121 ~


    
	Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


ANNEX G


 


FORM OF AGRICULTURAL AND MERCANTILE
PLEDGE AGREEMENT


 


(begins on next page)





 






    ~ 122 ~


     


    

 


INSTRUMENTO PARTICULAR DE PENHOR
AGRÍCOLA E MERCANTIL DE CANA-DE-AÇÚCAR


 


Pelo presente instrumento:


 


ADECOAGRO VALE DO IVINHEMA
S.A., sociedade anônima com sede na cidade de Angélica, Estado de Mato Grosso do Sul, na Estrada Continental, km
15, Fazenda Takuarê, s/n. Zona Rural, inscrita no CNPJ/MF sob no 07.903.169/0001-09, doravante denominado “EMPENHANTE”;
e


 


ING BANK N.V., instituição
financeira constituída de acordo com as leis da Holanda, com sede na cidade de Amsterdã, em Bijlmerplein 888 (ING
House), 1102 MG, neste ato representada nos termos de seus documentos constitutivos, doravante denominado “CREDOR PIGNORATÍCIO”;


 


ING BANK N.V., FILIAL DE SÃO
PAULO, instituição financeira devidamente organizada e constituída segundo as leis da Holanda, neste ato representado
por sua filial localizada em São Paulo, a qual é devidamente organizada e constituída segundo as leis da República
Federativa do Brasil e com endereço localizado na Av. Presidente Juscelino Kubitschek, 510, 3o andar, na Cidade de
São Paulo, Estado de São Paulo, CNPJ/MF no 49.336.860/0001-90, na qualidade agente administrativo e de garantia
local, atuando em benefício dos CREDORES, conforme abaixo definidos (“AGENTE DE GARANTIA”, e, em conjunto com
a EMPENHANTE e o CREDOR PIGNORATÍCIO, as “PARTES”); e


 


LEONARDO RAÚL BERRIDI,
brasileiro, casado, engenheiro, residente e domiciliado na Cidade de São Paulo, Estado de São Paulo, com escritório
na Rua Iguatemi, n° 192, 12o andar, Itaim Bibi, CEP 01451-010, portador da Cédula de Identidade no 58.831.136-4
e inscrito no CPF sob no. 231.115.108-83, doravante denominado “FIEL DEPOSITÁRIO”.


 


CONSIDERANDO QUE:


 


(1) na data de [ ] de [ ] de
2014, a EMPENHANTE celebrou com o CREDOR PIGNORATÍCIO, o Rabobank Curaçao N.V. (“Rabobank” e, em conjunto
com o CREDOR PIGNORATÍCIO, os “CREDORES”) e com o AGENTE DE GARANTIA, entre outras partes, o contrato de financiamento
na modalidade de recebimento


 




    1 


     


    

 


antecipado à exportação
denominado “Export Prepayment Finance Agreement” (“Contrato de Pré-pagamento de Exportação”),
nos termos da qual a EMPENHANTE concordou em tomar dívida no valor total de US$[ ] ([ ]), equivalentes, para fins de referência,
a R$[ ] ([ ]), com base na taxa de câmbio de US$1/R$[ ], utilizando-se da taxa de câmbio apurada pelo Banco Central,
segundo critérios por ele definidos e por ele divulgada através da página http://www4.bcb.gov.br/pec/conversao/conversao.asp
(“Taxa de Conversão”), na data de [ ] de [ ] de 2014; e


 


(2) nos termos do Contrato de
Pré-pagamento de Exportação, o CREDOR PIGNORATÍCIO foi nomeado pelos CREDORES, na qualidade de credor
solidário dos CREDORES, como AGENTE DE GARANTIA para (i) celebrar todos os contratos e demais instrumentos para a devida
constituição de toda e qualquer garantia a ser constituída sob as leis da República Federativa do Brasil
em benefício dos CREDORES atuando em nome próprio e, ainda, em nome e por conta dos CREDORES, na qualidade de mandatário
destes, e (ii) para prestar assistência aos CREDORES na administração e controle de toda e qualquer garantia
a ser constituída em benefício dos CREDORES, de acordo com as leis da República Federativa do Brasil;


 


(3) a EMPENHANTE deseja outorgar
a garantia pignoratícia a ser constituída neste Instrumento para os CREDORES, por meio do CREDOR PIGNORATÍCIO,
na qualidade de credor solidário com os demais CREDORES, de maneira que ela seja compartilhada de forma pari passu e em
igualdade de condições, proporcionalmente ao valor do crédito de cada um dos CREDORES, de forma a garantir
o integral e pontual cumprimento de todas as obrigações da EMPENHANTE previstas no Contrato de Pré-pagamento
de Exportação, no presente Instrumento e nos demais Documentos da Operação (conforme abaixo definido);
e


 


(4) em vista do acima exposto,
as Partes acordaram a constituição de penhor agrícola e mercantil sobre cana-de-açúcar relativa
às safras de 2016/2017,


2017/2018 e 2018/2019, ressalvados
os direitos dos CREDORES, por meio do


 


CREDOR PIGNORATÍCIO,
na qualidade de credor solidário com os demais CREDORES, decorrentes do artigo 1.443 do Código Civil, no tocante
à prioridade sobre a safra subsequente, qual seja, 2019/2020, na hipótese de a EMPENHANTE não ter cumprido
a integralidade de suas obrigações ou


 




    2 


     


    

 


frustrarem-se ou se tornarem
insuficientes as safras ora empenhadas, bem como sobre os seus produtos transformados (açúcar e/ou etanol), em garantia
do integral e pontual pagamento das OBRIGAÇÕES GARANTIDAS (conforme abaixo definido);


 


RESOLVEM, ASSIM, as Partes firmar
o presente Instrumento Particular de Penhor Agrícola e Mercantil de Cana-de-Açúcar, consoante as seguintes
cláusulas e condições (“Instrumento”):


 


I.        OBJETO


 


1.1.     De
acordo com o aqui disposto, a fim de garantir o fiel e tempestivo cumprimento de todas as obrigações da
EMPENHANTE nos termos do Contrato de Pré-pagamento de Exportação (“OBRIGAÇÕES
GARANTIDAS”), a EMPENHANTE neste ato empenha aos CREDORES, representados pelo CREDOR PIGNORATÍCIO, na qualidade
de credor solidário dos CREDORES, certas quantidades de cana-de-açúcar das safras de 2016/2017,
2017/2018 e 2018/2019 (“Lavouras”), conforme especificado no Anexo I ao presente Instrumento, as quais
representarão uma quantidade estimada de [ ] toneladas de cana-de-açúcar, bem como suas respectivas
raízes (as quais foram e serão plantadas nos imóveis descritos no Anexo I ao presente Instrumento), com
área total correspondente a [ ] ha por safra e subprodutos decorrentes do beneficiamento da
cana-de-açúcar em questão, todos livres e desembaraçados de quaisquer ônus (os “BENS
EMPENHADOS”). O penhor constituído por este Instrumento gravará contínua e ininterruptamente todos
os BENS EMPENHADOS até a satisfação total das OBRIGAÇÕES GARANTIDAS e será
regido pelos artigos 1.438, 1.442 alíneas II e III, 1.447 e seguintes do Código Civil Brasileiro (Lei no
10.406, de 10 de janeiro de 2002, conforme alterada).


 


1.2. As OBRIGAÇÕES
GARANTIDAS incluem todas as obrigações de pagamento futuras, atuais, acessórias e do principal assumidas ou
que venham a ser assumidas pela EMPENHANTE com relação ao Contrato de Pré- pagamento de Exportação,
assim como posteriores alterações, se houver.


 




    3 


     


    

 


1.2.1.  As OBRIGAÇÕES
GARANTIDAS tem as seguintes características:


 


(a) Credores: ING Bank N.V.,
Rabobank Curaçao N.V.


 


(b) Valor do Principal: US$[
], equivalentes a R$[ ], calculado com base na taxa de câmbio de US$1/R$[ ], conforme Taxa de Conversão, na data
de [ ] de [ ] de 2014


 


(c) Prazo: até 30 de
Dezembro de 2018


 


(d) Datas de Pagamento do Principal:
30 de junho, 30 de setembro e 30 de dezembro dos anos de 2016, 2017 e 2018


 


(e) Taxa de Juros: taxa LIBOR
adicionada a uma margem anual de 4,40%.


 


(f) Pagamento dos Juros: 30
de março, 30 de julho, 30 de setembro e 30 de dezembro dos anos de 2015, 2016, 2017 e 2018.


 


1.3.    O penhor constituído
pelo presente Instrumento abrangerá automaticamente a totalidade do açúcar e/ou etanol resultante da transformação
e processamento da cana-de-açúcar proveniente das Lavouras, nos termos do artigo 2o da Lei 2.666, de 6 de dezembro
de 1955 (doravante denominados simplesmente “PRODUTO”, e que compõem a definição de BENS EMPENHADOS
em conjunto com as Lavouras).


 


1.4.    O PRODUTO será armazenado
em depósitos localizados nas unidades industriais descritas no Anexo II ao presente Contrato, sendo que não poderão
ser alterados sem a autorização prévia do AGENTE DE GARANTIA.


 


1.5.     A EMPENHANTE deverá
tomar todas as providências para, às suas expensas, levar a efeito o registro do presente Instrumento, conforme estipulado
na Cláusula XII, abaixo.


 


1.6.     Nos
termos do artigo 1.439 do Código Civil Brasileiro (Lei no 10.406, de 10 de janeiro de 2002, conforme alterada
pela Lei 12.873, de 24 de outubro de 2013), o presente Instrumento vigorará até o cumprimento integral das
OBRIGAÇÕES GARANTIDAS, de modo que os BENS EMPENHADOS serão dados em garantia até o cumprimento
integral das OBRIGAÇÕES GARANTIDAS.


 




    4 


     


    

 


1.7.     A EMPENHANTE se compromete
a todo momento até o término da vigência deste Instrumento, manter bens empenhados em montante ao menos correspondente
ao Valor Mínimo, sujeito ao Reforço de Garantia previsto na cláusula IV abaixo.


 


II.      DO FIEL DEPOSITÁRIO


 


2.1.     O FIEL DEPOSITÁRIO
neste ato recebe a função de fiel depositário dos BENS EMPENHADOS, nos termos do artigo 627 e seguintes do
Código Civil Brasileiro (com exceção do artigo 644, ao qual o FIEL DEPOSITÁRIO, neste ato, expressamente
renuncia). O FIEL DEPOSITÁRIO deverá manter-se como depositário dos BENS EMPENHADOS até a efetiva satisfação
das OBRIGAÇÕES GARANTIDAS.


 


2.2.     O FIEL DEPOSITÁRIO,
a partir da assinatura do presente Instrumento, compromete-se a, sem nenhuma remuneração, (i) defender os BENS EMPENHADOS
e zelar pela sua integridade, respondendo civil e criminalmente pelo fiel desempenho do encargo assumido e obrigando-se a entregar
ou restituir os BENS EMPENHADOS tão logo o AGENTE DE GARANTIA assim o exija em benefício dos CREDORES, e (ii) prestar
todas as informações solicitadas pelo AGENTE DE GARANTIA, a respeito dos BENS EMPENHADOS, no prazo máximo
de 3 (três) dias úteis.


 


III.     DAS INSPEÇÕES
E DO MONITORAMENTO


 


3.1.     A EMPENHANTE, neste ato,
concede ao AGENTE DE GARANTIA, assim como às empresas expressamente autorizadas por ele, acesso, mediante prévio
aviso de 72 (setenta e duas) horas, em dia útil e horário comercial, ao empreendimento/propriedade rural e/ou mercadoria,
com a finalidade de fiscalizar a condição da lavoura/produção, bem como avaliar a situação
das garantias reais constantes deste Instrumento. Caso se verifique irregularidades, ou qualquer situação que não
esteja em conformidade com o declarado neste Instrumento ou no Contrato de Pré-pagamento de Exportação, poderá
o AGENTE DE GARANTIA, solicitar à EMPENHANTE que regularize tal situação em um prazo de 5 (cinco) dias úteis
contados desde o recebimento de tal


 




    5 


     


    

 


solicitação, e
caso a situação não seja regularizada nesse prazo, poderá o AGENTE DE GARANTIA impetrar quaisquer medidas
preventivas, administrativas, judiciais e/ou extrajudiciais ao fiel cumprimento das obrigações assumidas neste Instrumento,
independentemente de aviso, interpelação ou notificação, judicial ou extrajudicial.


 


3.2.     Além disso, a EMPENHANTE
se compromete a contratar empresa independente de inspeção e/ou de avaliação, aceitável aos
CREDORES, representados pelo AGENTE DE GARANTIA, para (i) simultaneamente com a execução deste Instrumento e (ii)
posteriormente, semestralmente, fazer a verificação das Lavouras, a fim de averiguar o desenvolvimento das plantações
de cana-de-açúcar objeto do presente Instrumento e posteriormente verificar os armazéns em que serão
armazenados os BENS EMPENHADOS e apresentar relatório ao AGENTE DE GARANTIA. Ademais, se forem verificadas discrepâncias
relevantes, tal empresa deverá também levar a efeito inspeções e avaliações adicionais
que venham a ser solicitadas pelo AGENTE DE GARANTIA. A EMPENHANTE obriga-se a arcar com os custos referentes às inspeções
e avaliações semestrais, incluindo o pagamento de comissões adicionais cobradas pela empresa avaliadora contratada,
bem como a reembolsar o AGENTE DE GARANTIA por quaisquer despesas que tiverem com tais inspeções e avaliações
semestrais.


 


IV – REFORÇO DA
GARANTIA


 


4.1.     A EMPENHANTE se obriga
manter BENS EMPENHADOS nos prazos e montantes estabelecidos nos termos desta cláusula e nos termos do índice de Cobertura
de Garantia (Collateral Coverage) estabelecido na Cláusula 5.1(l) do Contrato de Pré-pagamento de Exportação,
até o término da vigência das OBRIGAÇÕES GARANTIDAS.


 


4.1.1.  O Valor em Dólares
do Penhor, somado à 90% (noventa por cento) do Valor em Dólares das Hipotecas, deverá corresponder, nas respectivas
datas, aos percentuais mínimos indicados no Anexo V deste Instrumento, relativos ao saldo do Valor do Principal devido pela
EMPENHANTE sob o Contrato de Pré- pagamento de Exportação (“VALOR MÍNIMO”).


 




    6 


     


    

 


4.1.2. O valor em dólares dos BENS
EMPENHADOS será calculado por meio da soma do Valor em Dólares das Lavouras e do Valor em Dólares dos
Produtos (“Valor em Dólares do Penhor”).


 


4.1.3. O valor em reais
das Lavouras será o resultado da (i) multiplicação da quantidade de cana-de-açúcar (em
toneladas), (a) representada por este Instrumento; ou (b) que seja confirmada pelas avaliações semestrais, o
valor que for menor, pela, (ii) cotação da cana-de-açúcar no campo, da data da
avaliação, disponibilizada pelo Conselho dos Produtores de Cana-de-açucar, Açúcar e
Álcool – Consecana (“Consecana”) para a localização das Lavouras (“Valor em
Reais das Lavouras”), resultados estes que deverão ser convertidos em dólares dos Estados Unidos da
América utilizando-se da Taxa de Conversão, na data do cálculo (“Valor em Dólares das
Lavouras”).


 


4.1.4. O valor em
dólares dos PRODUTOS será (i) em caso de açúcar e/ou etanol cujo preço não tenha
sido fixado pelos respectivos Contratos de Exportação, (a) no caso do açúcar, o preço do
açúcar determinado com base na Preço de Liquidação ICE - Futuros (abaixo definido),
considerando quaisquer prêmios para os respectivos meses de entrega menos o valor em US$ equivalente a R$
120,00/tonelada à título de custos de frete, utilizando-se da Taxa de Conversão na data do
cálculo, multiplicado pela quantidade de açúcar; (b) no caso do etanol, o preço do etanol
determinado com base no Preço de Liquidação – PLATTS (abaixo definido), considerando quaisquer
prêmios, para os respectivos meses de entrega menos o valor em US$ equivalente a R$ 110,00/metro cúbico à
título de custos de frete, utilizando-se da Taxa de Conversão na data do cálculo, multiplicado pela
quantidade de etanol; ou (ii) em caso de açúcar e/ou etanol cujo preço já tenha sido fixado de
acordo com os respectivos Contratos de Exportação, o preço ali fixado e/ou evidenciado pela EMPENHANTE
de maneira satisfatória ao CREDOR PIGNORATÍCIO, menos custos de frete do equivalente em US$ a R$
120,00/tonelada no caso de açúcar e do equivalente em US$ a R$ 110,00/metro cúbico no caso de etanol
multiplicado pela respectiva quantidade de açúcar e/ou etanol (“Valor em Dólares dos
Produtos”).


 


4.1.5. O valor em reais das
hipotecas será, a partir da devida formalização e constituição das hipotecas de primeiro grau
sobre a Fazenda Água Branca, Fazenda Ouro Verde, Fazenda Bela Manhã, Fazenda Conquista e Fazenda Alto Alegre, e das
hipotecas de segundo grau sobre a Fazenda Don Fabrício e Fazenda


 




    7 


     


    

 


Nossa Senhora Aparecida, por
meio da Escritura de Hipoteca outorgada pela EMPENHANTE e pela Adeco Agropecuária Brasil S.A., conforme ali definida, em
favor dos CREDORES em [ ] de [ ] de 2014 (“Escritura de Hipoteca”), nos termos do Contrato de Pré-pagamento
de Exportação, o valor de R$147.728.351,00 (cento e quarenta e sete milhões setecentos e vinte e oito mil
e trezentos e cinquenta e um reais), considerando-se exclusivamente o valor dos imóveis nos quais foram constituídas
as hipotecas de primeiro grau, o qual poderá ser aumentado para R$193.000.000,00 (cento e noventa e três milhões
de reais), a princípio, caso, a partir de dezembro de 2015, as hipotecas em segundo grau constituídas sobre a Fazenda
Don Fabrício e Fazenda Nossa Senhora Aparecida, nos termos da Escritura de Hipoteca, tenham sido convertidas em hipotecas
de primeiro grau, sendo certo que o novo valor de avaliação ficará sujeito à apresentação
de novo laudo de a avaliação dos referidos imóveis ao AGENTE DE GARANTIA (“Valor em Reais das Hipotecas”).
O valor em dólares das hipotecas será calculado por meio da conversão do Valor em Reais das Hipotecas em dólares
dos Estados Unidos da América, utilizando-se da Taxa de Conversão na data em que for realizado o cálculo (“Valor
em Dólares das


Hipotecas”).


 


4.1.6. Para fins deste contrato, “Preço
de Liquidação - PLATTS”, significa, em qualquer dia, o preço de liquidação (em dólares
norte americanos por litro) para a entrega de etanol no mercado à vista, conforme cotado pela pelo CME Group, para o dia
imediatamente anterior (coluna intitulada “prior settle”), conforme apresentado na página intitulada Chicago
Ethanol (Platts) Futures Quotes disponibilizada no seguinte endereço de internet: http://www.cmegroup.com/trading/energy/ethanol/chicago-ethanol-platts-
swap.html; e “Preço de Liquidação ICE - Futuros”, significa, com relação à
entrega de açúcar em qualquer mês, o preço de liquidação para a entrega de açúcar
naquele mês, ou, se não disponível para aquele mês, o preço para entrega para o mês mais
próximo subsequente para o qual o preço esteja disponível, emitido pela ICE (Intercontinental Exchange), conforme
quotação da última coluna da tela de contratos futuros da ICE Sugar número 11.


 


4.2.     Caso, por qualquer motivo
e em qualquer momento durante a vigência deste Instrumento, o Valor em Dólares do Penhor, somado à 90% (noventa
por cento) do Valor em Dólares das Hipotecas se tornar 5 (cinco) pontos percentuais inferior ao VALOR MÍNIMO da respectiva
data, a EMPENHANTE deverá, no


 




    8 


     


    

 


prazo estabelecido no Contrato
de Pré-pagamento de Exportação e sempre de forma aceitável ao CREDOR PIGNORATÍCIO, (i) providenciar
o reforço da garantia constituída sob o presente Instrumento, mediante a constituição de penhor sobre
outras lavouras pendentes de cana-de-açúcar das safras remanescentes, bem como seus subprodutos, em áreas
adicionais àquelas indicadas no Anexo I (“LAVOURAS ADICIONAIS”), que deverão estar livres e desembaraçadas
de qualquer ônus, de modo que sobre elas possa ser constituída garantia real pignoratícia de 1o grau semelhante
a aqui constituída em favor do CREDOR PIGNORATÍCIO, atuando em favor dos CREDORES, ou (ii) hipotecar, em primeiro
grau, imóveis adicionais, em molde semelhante à Escritura de Hipoteca, a fim de recompor o VALOR MÍNIMO.


 


4.2.1. Para fins do disposto
nesta Cláusula 4.2., a EMPENHANTE, o CREDOR PIGNORATÍCIO e o AGENTE DE GARANTIA deverão, no prazo de 15 (quinze)
dias úteis a contar: (i) da data em que o AGENTE DE GARANTIA, a EMPENHANTE ou o CREDOR PIGNORATÍCIO verificarem a
necessidade do reforço da presente garantia, ou (ii) da notificação a esse respeito encaminhada pelo AGENTE
DE GARANTIA, o que ocorrer primeiro, encaminhar ao AGENTE DE GARANTIA o aditivo (i) ao presente Instrumento (substancialmente da
forma da minuta de Aditamento constante do Anexo III ao presente Instrumento) do qual deverá constar a descrição
das LAVOURAS ADICIONAIS a serem oneradas para reforço da presente garantia. As LAVOURAS ADICIONAIS deverão ser objeto
de avaliação prévia por empresa independente de inspeção e/ou de avaliação, aceitável
aos CREDORES, representados pelo AGENTE DE GARANTIA. O resultado da avaliação deverá ser formalizado através
de laudo entregue ao AGENTE DE GARANTIA.


 


4.2.2. Uma vez aprovadas as
LAVOURAS ADICIONAIS pelo AGENTE DE GARANTIA e assinado o aditamento ao presente Instrumento pelas Partes, conforme o caso, a EMPENHANTE
terá o prazo de 40 (quarenta) dias corridos a contar da data de assinatura do aditamento em questão para providenciar
o seu registro nos cartórios competentes, nos termos da Cláusula XII abaixo, sendo que o protocolo de referido aditamento
perante os cartórios competentes deverá ser realizado pela EMPENHANTE em até 5 (cinco) dias úteis a
contar da assinatura do referido instrumento.


 




    9 


     


    

 


4.2.3. As LAVOURAS ADICIONAIS
empenhadas na forma aqui prevista serão consideradas, após a celebração do respectivo aditamento, como
BENS EMPENHADOS para todos os fins deste Instrumento.


 


4.2.4. Caso a EMPENHANTE não
apresente tempestivamente LAVOURAS ADICIONAIS satisfatórias ao AGENTE DE GARANTIA, tal situação ensejará
a inadimplência do presente Instrumento.


 


V. OBRIGAÇÕES
DA EMPENHANTE


 


5.1. A EMPENHANTE obriga-se
a:


 


(i)       abster-se de vender (exceto sob os termos dos Contratos de Exportação cedidos fiduciariamente sob o Assignment and
Security Agreement, a ser firmado entre a EMPENHANTE, o CREDOR PIGNORATÍCIO e o AGENTE DE GARANTIAS), ceder, transferir,
onerar ou de outro modo criar gravame sobre os BENS EMPENHADOS, exceto pelo penhor aqui pactuado, sujeito às implicações
criminais prescritas no artigo 171, inciso III, do Decreto-lei no 2.848, de 7 de dezembro de 1940, conforme alterado (Código
Penal Brasileiro), ressalvado na hipótese de prévia autorização do AGENTE DE GARANTIA ou na hipótese
de venda e entrega do PRODUTO nos termos dos Contratos de Exportação mencionados acima. A EMPENHANTE defenderá
a sua titularidade sobre os BENS EMPENHADOS e a não existência de quaisquer outros ônus ou gravames com relação
aos BENS EMPENHADOS, que não sejam os estabelecidos por este Instrumento, contra as reivindicações e demandas
que quaisquer terceiros possam fazer;


 


(ii)       cumprir
tempestivamente todas as suas obrigações previstas neste Instrumento e nos demais Documentos da Operação,
sob pena de vencimento antecipado do Contrato de Pré-pagamento de Exportação, sem prejuízo de qualquer
outro remédio que o CREDOR PIGNORATÍCIO ou o AGENTE DE GARANTIA possa ter a fim de defender seus interesses e dos
demais CREDORES, incluindo a busca de tutela específica para cumprimento de obrigação de fazer nos termos
do artigo 461, 461-A e seguintes do Código de Processo Civil Brasileiro;


 




    10 


     


    

 


(iii)      prestar todas as informações
e apresentar todas as evidências solicitadas pelo AGENTE DE GARANTIA a fim de comprovar que os BENS EMPENHADOS encontram-se
localizados nos lugares estipulados no presente Instrumento, sendo que a EMPENHANTE ora compromete-se a não alterar o local
dos BENS EMPENHADOS sem a prévia e expressa autorização do AGENTE DE GARANTIA.


 


(iv)      pagar imediatamente,
antes de qualquer multa, penalidade, juros ou custos a eles vinculados, todos os impostos, contribuições e outros
encargos governamentais ou não governamentais agora ou futuramente lançados ou incidentes sobre os BENS EMPENHADOS,
ressalvadas eventuais autuações ou lançamentos indevidos passíveis de defesa administrativa ou contestação
judicial;


 


(v)       manter,
às suas custas, até o total cumprimento das OBRIGAÇÕES GARANTIDAS, o PRODUTO, quando armazenado nos
depósitos, nos termos da cláusula 1.4 acima, segurado contra todos os riscos usuais aplicáveis à apólice
em questão em sociedade seguradora idônea e com sólida situação financeira comprometendo-se a
contratar e tempestivamente pagar o prêmio referente ao seguro, devendo constar da apólice de seguro que as coberturas
não poderão ser canceladas sem a prévia e expressa anuência do AGENTE DE GARANTIA;


 


(vi)      manter a cana-de-açúcar
plantada de forma adequada e em conformidade com a legislação aplicável e os padrões normais para este
tipo de atividade;


 


(vii)     obter, em relação
aos BENS EMPENHADOS, todos os documentos (laudos, estudos, relatórios, licenças, autorizações, outorgas,
etc.) previstos nas normas de proteção ambiental, atestando o seu cumprimento, e a informar ao AGENTE DE GARANTIA,
em até 30 (trinta) dias a contar de seu recebimento, a existência de manifestação desfavorável
de qualquer autoridade ambiental de que tenha conhecimento, salvo se o descumprimento em questão não for considerado
material na opinião razoável do AGENTE DE GARANTIA;


 


(viii)    arcar com todas as despesas
e custos incorridos em relação ao registro do presente Instrumento de penhor dos BENS EMPENHADOS e de seus respectivos
aditivos e prorrogações, bem como com a excussão do direito de garantia aqui conferido, incluindo despesas
com honorários advocatícios razoavelmente incorridos e devidamente comprovados; e


 




    11 


     


    

 


(ix)      informar imediatamente
ao AGENTE DE GARANTIA, por escrito, sobre a ocorrência de: (i) qualquer evento que possa razoavelmente provocar um efeito
adverso relevante sobre o direito de garantia concedido nos termos do presente Instrumento; ou (ii) qualquer outro evento conhecido
que possa razoavelmente provocar um efeito adverso relevante sobre o valor total dos BENS EMPENHADOS.


 


5.2.     A EMPENHANTE celebrará,
à sua própria custa e periodicamente, os demais documentos e instrumentos que possam ser necessários para
autorizar o CREDOR PIGNORATÍCIO ou o AGENTE DE GARANTIA a proteger os direitos criados pelo presente Instrumento em relação
aos BENS EMPENHADOS, no todo ou em parte, ou o exercício, pelo CREDOR PIGNORATÍCIO ou pelo AGENTE DE GARANTIA de
qualquer dos direitos, poderes, competências que lhes forem conferidos pelos CREDORES.


 


VI.      VENCIMENTO ANTECIPADO E
EXCUSSÃO DA GARANTIA PIGNORATÍCIA


 


6.1.     Em caso de inadimplemento,
pela EMPENHANTE, de qualquer obrigação prevista no presente Instrumento ou em qualquer dos demais Documentos da Operação,
não sanado no prazo concedido sob o respectivo instrumento, poderão o CREDOR PIGNORATÍCIO ou o AGENTE DE GARANTIA,
atuando em benefício dos CREDORES, excutir a presente garantia sobre os BENS EMPENHADOS, podendo, para tanto, praticar todos
os atos assegurados pela lei aplicável, com a possibilidade de alienar, converter, vender ou ceder por instrumento privado,
operação ou de outro modo, no todo ou em parte, os BENS EMPENHADOS, de acordo com os preços e termos e condições
de mercado no momento da alienação, dar quitação e assinar qualquer documento ou instrumento, independentemente
de sua natureza especial, conforme necessário para fazer valer os atos aqui mencionados, independentemente de leilão,
hasta pública, avaliação prévia ou qualquer medida judicial ou extrajudicial, bem como independentemente
de qualquer autorização ou aviso prévio à EMPENHANTE. Os recursos resultantes serão utilizados
para pagamento de despesas razoáveis resultantes da venda dos BENS EMPENHADOS e pagamento das OBRIGAÇÕES GARANTIDAS
nos termos do Contrato de Pré-pagamento de Exportação.


 




    12 


     


    

 


6.2.     A EMPENHANTE, por este
ato, outorga, irrevogável e irretratavelmente, ao CREDOR PIGNORATÍCIO e ao AGENTE DE GARANTIA, atuando em conjunto
ou separadamente, em benefício dos CREDORES, de acordo com os artigos 684 e 1.433, item IV, do Código Civil Brasileiro,
a procuração, nos moldes do Anexo IV, anexo a este instrumento (“Procuração”), para atuar
em nome da EMPENHANTE, exclusivamente para o cumprimento da Cláusula 6.1 acima.


 


6.3.     Se o montante recebido
pelo CREDOR PIGNORATÍCIO ou pelo AGENTE DE GARANTIA na venda dos BENS EMPENHADOS não for suficiente para pagamento
de todos os valores devidos nos termos da Cláusula 6.1., acima, o saldo devedor, conforme calculado pelo CREDOR PIGNORATÍCIO
ou pelo AGENTE DE GARANTIA, deverá ser imediatamente quitado pela EMPENHANTE, mediante depósito de recursos imediatamente
disponíveis nas respectivas contas dos CREDORES, no prazo de 2 (dois) dias úteis a contar da data da notificação
enviada pelo CREDOR PIGNORATÍCIO ou pelo AGENTE DE GARANTIA à EMPENHANTE indicando o saldo devedor a ser quitado
e as contas bancárias dos CREDORES para depósito.


 


6.4     Se o montante recebido pelo
CREDOR PIGNORATÍCIO ou pelos CREDORES, conforme o caso, for superior ao saldo devedor a ser quitado nos termos do Contrato
de Pré-pagamento de Exportação, deverão o CREDOR PIGNORATÍCIO e os CREDORES devolver à
EMPENHANTE o saldo remanescente, no prazo de 2 (dois) dias úteis.


 


VII.     DECLARAÇÕES


 


7.1.    O CREDOR PIGNORATÍCIO
e o AGENTE DE GARANTIA neste ato declaram que:


 


(a)      possuem
plenos poderes, autorização e capacidade para firmar o presente Instrumento e para cumprir com suas
obrigações contratuais aqui previstas; e


 


(b)      o presente Instrumento constitui uma obrigação legal, válida e oponível contra eles de acordo com seus
termos.


 




    13 


     


    

 


7.2. A EMPENHANTE neste ato
declara e garante que:


 


(a)      possui
plenos poderes, autorização e capacidade para firmar o presente Instrumento e empenhar os BENS EMPENHADOS, bem como
para cumprir com suas obrigações contratuais aqui assumidas;


 


(b)      o
presente Instrumento constitui uma obrigação legal, válida e oponível à EMPENHANTE,
segundo seus termos;


 


(c)       a celebração do presente Instrumento e o cumprimento de suas obrigações aqui pactuadas não violam
qualquer disposição legal ou contratual ou qualquer obrigação anteriormente assumida pela EMPENHANTE;


 


(d)      os BENS EMPENHADOS são de sua legítima propriedade e se encontram livres de ônus reais ou pessoais, judiciais
ou extrajudiciais, penhoras, arrestos e sequestros e de qualquer comprometimento em quaisquer modalidades de crédito ou
seguros abertos através de instituições financeiras ou seguradoras, assim como comprometidos em quaisquer
tipos de contratos particulares, excetuando os gravames decorrentes deste Instrumento, inexistindo qualquer impedimento para a
sua venda, judicial ou extrajudicialmente, pelo CREDOR PIGNORATÍCIO ou pelo AGENTE DE GARANTIA, em caso de excussão
da presente garantia;


 


(e)      é
produtor rural e que efetuará o plantio e condução das Lavouras conforme recomendado pelas
instituições de pesquisa e órgãos oficiais;


 


(f)       as parcerias rurais e/ou contratos de arrendamento firmados com os proprietários das terras onde serão produzidas
as Lavouras foram devidamente formalizados por meio da celebração dos instrumentos contratuais pertinentes à
luz da legislação aplicável, nos quais está prevista a anuência expressa dos proprietários
para que a EMPENHANTE possa alienar e/ou gravar os BENS EMPENHADOS;


 


(g)      o presente Instrumento constitui, para todos os fins de direito, título executivo extrajudicial;


 


(h)      está
ciente de que qualquer eventual ato de tolerância por parte do CREDOR PIGNORATÍCIO ou pelo AGENTE DE GARANTIA
não importará em


 




    14 


     


    

 


novação ou alteração
das condições aqui estipuladas, constituindo-se tal ato mera liberalidade do CREDOR PIGNORATÍCIO ou do AGENTE
DE GARANTIA; e


 


(i)       nenhum registro, solicitação, autorização ou protocolo perante órgãos ou agências
governamentais ou terceiros é necessário no tocante à celebração do presente Instrumento, ou
com relação à sua validade e exequibilidade, salvo os registros do presente Instrumento nos Cartórios
de Registro de Imóveis competentes.


 


VIII. INDEPENDÊNCIA DAS
CLÁUSULAS


 


8.1.     As disposições
do presente Instrumento são independentes. Salvo se de outro modo aqui especificamente disposto, se qualquer cláusula
ou disposição do presente Instrumento for considerada inválida ou inexequível, no todo ou em parte,
por autoridade governamental com jurisdição sobre as PARTES, ou for considerada ilegal devido a uma alteração
legal, então, essa invalidade ou inexequibilidade afetará somente essa cláusula ou disposição
ou parte da mesma, não afetando de nenhum modo qualquer outra cláusula ou disposição do presente Instrumento.
Ademais, na medida em que uma cláusula ou disposição for considerada inválida ou inexequível,
conforme disposto na frase acima, as PARTES envidarão seus melhores esforços para acordar um método alternativo
exequível e legal para atingir um resultado que seria atingido senão pela determinação ou constatação
da ilegalidade ou inexequibilidade de tal cláusula ou disposição.


 


IX.       ADITIVOS, SUCESSORES E CESSIONÁRIOS


 


9.1.     O presente Instrumento
obriga e reverte em benefício das PARTES e de seus respectivos sucessores e cessionários. A EMPENHANTE não
poderá ceder ou transferir qualquer de seus direitos ou obrigações nos termos do presente Instrumento sem
o consentimento prévio e por escrito do AGENTE DE GARANTIA. Qualquer cessão ou transferência pela EMPENHANTE
de qualquer de seus direitos e obrigações aqui estipulados sem o consentimento prévio e por escrito do AGENTE
DE GARANTIA será nulo e inoperante. Todo e qualquer


 




    15 


     


    

 


aditivo ou alteração dos termos e disposições
aqui pactuados somente será válido se efetuado por escrito e assinado pelas PARTES.


 


X.        DIREITOS CUMULATIVOS


 


10.1.   Os direitos, remédios,
poderes e prerrogativas aqui estipulados são cumulativos, não excluindo quaisquer outros direitos, poderes ou remédios
estabelecidos por leis aplicáveis.


 


XI.       AVISOS


 


11.1.  Os avisos ou outras comunicações
exigidos ou permitidos no presente Instrumento serão efetuados por escrito e enviados pessoalmente ou por serviço
de entrega expressa reconhecido nacionalmente, por fax ou outro meio eletrônico, por carta aérea registrada ou carta
registrada ou protocolada, com aviso de recebimento, endereçada da seguinte forma:


 


(a) Se para a EMPENHANTE:


 


Adecoagro Vale do Ivinhema
S.A.


Rua Iguatemi, no 192, 12o andar


CEP 01451-010 – São Paulo – SP


At.: Nicolas Schaeffter


Tel.: (55 11) 2678-5600


Fax: (55 11) 2678-5647


E-mail: financeiro_spo@adecoagro.com


 


(b) Se para o CREDOR PIGNORATÍCIO: ING Bank
N.V.


 


Av. Pres. Juscelino Kubitschek,
no 510 – 3o andar 


São Paulo 04543-000 


Tel.: +55-11-4504-6471/6282 


Fax: +55-11-4504-6302 


Attn: Alcides Santos/Katia
Garcia 


e-mail: alcides.santos@americas.ing.co
/ katia.garcia@americas.ing.com


 




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(c) Se para o AGENTE DE GARANTIA:


 


ING Bank N.V., filial São Paulo 


Av. Pres. Juscelino Kubitschek, no 510 –
3o andar 


São Paulo 04543-000 


Tel.: +55-11-4504-6471/6282 


Fax: +55-11-4504-6302 


Attn: Alcides Santos/Katia Garcia 


e-mail: alcides.santos@americas.ing.co / katia.garcia@americas.ing.com


 


(d) Se para o FIEL DEPOSITÁRIO:


 


Rua Iguatemi, n° 192, 12o
andar 


São Paulo 01451-010 


Tel.: (55 11) 2678-5600 


Fax: (55 11) 2678-5647 


Attn: Leonardo Raúl Berridi / Nicolas Schaeffter


e-mail: financeiro_spo@adecoagro.com


 


11.2.   Todo e qualquer aviso,
instrução e comunicação aqui descrito será considerado válido e entregue na data do respectivo
recebimento, conforme comprovado pelo protocolo assinado pelo destinatário ou, em caso de transmissão de fax, e-mail
ou correspondência, pelo aviso de recebimento.


 


XII.     REGISTRO DESTE INSTRUMENTO
E ADITIVOS


 


12.1.   Sujeito às demais
disposições deste Instrumento, a EMPENHANTE registrará, às suas expensas, o presente Instrumento e
qualquer de suas alterações nos Registros de Imóveis com jurisdição sobre os locais onde os
BENS EMPENHADOS forem cultivados e/ou armazenados, no prazo de 40 (quarenta) dias corridos a partir de sua celebração
ou da respectiva alteração, sendo que o protocolo de referido documento perante os cartórios competentes deverá
ser realizado pela EMPENHANTE em até 5 (cinco) dias úteis a contar da assinatura do referido instrumento.


 




    17 


     


    

 


12.2.   A EMPENHANTE obriga-se,
ainda, a encaminhar uma via original do presente Instrumento, devidamente registrado nos cartórios competentes, para o AGENTE
DE GARANTIA, no prazo de 5 (cinco) dias a contar da data do último registro.


 


12.3.   Da mesma forma, a EMPENHANTE
obriga-se a levar a efeito e registrar eventuais aditamentos ao presente Instrumento, nos cartórios competentes e à
margem do registro do presente Instrumento, no prazo de 40 (quarenta) dias corridos a contar da assinatura do instrumento em questão,
sendo que o protocolo de referido documento perante os cartórios competentes deverá ser realizado pela EMPENHANTE
em até 5 (cinco) dias úteis a contar da assinatura do referido instrumento, devendo encaminhar uma via original do
instrumento registrado ao AGENTE DE GARANTIA, no prazo de 5 (cinco) dias úteis a contar da data do último registro.


 


XIII.    DESPESAS


 


13.1.  Todas as despesas diretas
incorridas pelo CREDOR PIGNORATÍCIO ou pelo AGENTE DE GARANTIA nos termos do presente Instrumento, inclusive com a excussão
da presente garantia ou com a proteção, registro ou regularização do presente Instrumento ou dos BENS
EMPENHADOS, que sejam devidamente comprovadas, serão de total e exclusiva responsabilidade da EMPENHANTE, que neste ato
compromete-se a reembolsar todos os valores razoavelmente e eventualmente desembolsados pelo CREDOR PIGNORATÍCIO ou pelo
AGENTE DE GARANTIA.


 


XIV.    PRAZO


 


14.1.   O presente Instrumento
é celebrado de modo irrevogável e irretratável, obrigando as PARTES e seus sucessores a qualquer título,
permanecendo em vigor até o cumprimento integral das OBRIGAÇÕES GARANTIDAS.


 


14.2.   Após a quitação
integral das OBRIGAÇÕES GARANTIDAS, as PARTES tomarão todas as medidas e firmarão todos os documentos
necessários para liberação dos BENS EMPENHADOS de qualquer gravame que ainda esteja em


 




    18 


     


    

 


vigor de acordo com o aqui disposto.
Neste caso o CREDOR PIGNORATÍCIO deverá, em até 10 (dez) dias corridos a contar do recebimento de solicitação
enviada pela EMPENHANTE nesse sentido, emitir o respectivo termo de quitação e liberação de garantia.


 


XV.      DEFINIÇÕES


 


15.1.   Termos iniciados em letra
maiúscula, que não são aqui definidos, terão os significados a eles atribuídos pelo Contrato
de Pré-pagamento de Exportação. O Contrato de Pré-pagamento de Exportação, o presente
Instrumento, a Escritura de Hipoteca, o Assignment and Security Agreement e a Nota Promissória (conforme definidos no Contrato
de Pré-pagamento de Exportação) são, em conjunto, designados de “Documentos da Operação”.


 


XVI.    RESPONSABILIDADE SÓCIO
AMBIENTAL, TRABALHISTA E PREVIDENCIÁRIA


 


16.1.   Independentemente de culpa,
a EMPENHANTE ressarcirá os CREDORES e o AGENTE DE GARANTIA de qualquer quantia que estes sejam compelidos a pagar por conta
de dano socioambiental, trabalhista ou previdenciário que, de qualquer forma, esteja diretamente relacionado a este Instrumento,
assim como indenizará os CREDORES e o AGENTE DE GARANTIA por qualquer perda ou dano direto que o os CREDORES e o AGENTE
DE GARANTIA venham a experimentar em decorrência de dano socioambiental, trabalhista ou previdenciário.


 


16.2.   A EMPENHANTE declara,
ainda, que todas as suas atividades são conduzidas de acordo com a Legislação Ambiental e Trabalhista-Previdenciária
brasileira em vigência atualmente e que, portanto, obteve todas as licenças, autorizações e outorgas
necessárias ao regular desempenho de suas atividades.


 




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XVII.   LEI DE REGÊNCIA


 


17.1.   O presente Instrumento
será regido e interpretado de acordo com as leis do Brasil, especialmente com os artigos 461, 466-B e 632 do Código
de Processo Civil, sendo permitida a tutela específica das obrigações de fazer e de não fazer aqui
pactuadas.


 


17.2.   Para que produza os devidos
efeitos legais, o presente Instrumento, assinado por duas testemunhas, constitui título executivo extrajudicial que poderá
ser objeto de processo de execução nos termos do artigo 585, inciso II do Código de Processo Civil.


 


XVIII.  SOLUÇÃO
DE CONTROVÉRSIAS


 


18.1.   Quaisquer disputas ou
controvérsias oriundas do presente Instrumento serão dirimidas pelo foro central da Cidade de São Paulo, Estado
de São Paulo, que também será o foro competente para fazer valer as obrigações aqui estabelecidas.


 


E por estarem assim justas e
contratadas, as PARTES firmam o presente Instrumento em 3 (três) vias de igual teor e forma, na presença das 2 (duas)
testemunhas abaixo assinadas:


 


São Paulo, [ ] de [ ]
de 2014.


 




    20 


     


    

 


(página de assinaturas
do Instrumento Particular de Penhor Agrícola e Mercantil de Cana-de-Açúcar, por e entre Adecoagro Vale do
Ivinhema S.A., ING Bank N.V., ING Bank N.V. – Filial São Paulo e Leonardo Raúl Berridi, celebrado em [ ] de
[ ] de 2014)


 


ADECOAGRO VALE DO IVINHEMA S.A.


 


	 	 	 	 
	 	 	 	 
	Nome:	 	Nome:	 
	 	 	 	 
	Cargo:	 	Cargo:	 


 




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ING BANK N.V.


 


	 	 	 	 
	 	 	 	 
	Nome:	 	Nome:	 
	 	 	 	 
	Cargo:	 	Cargo:	 


 


ING BANK N.V., filial São
Paulo


 


	 	 	 	 
	 	 	 	 
	Nome:	 	Nome:	 
	 	 	 	 
	Cargo:	 	Cargo:	 


 




    22 


     


    

 


 


LEONARDO RAÚL BERRIDI


 





 



 


 


Testemunhas:


 


	1.	 	 	2.	 	 
	 	 	 	 	 	 
	 	Nome  :	 	 	Nome:	 
	 	 	 	 	 	 
	 	RG:	 	 	RG:	 


 




    23 


     


    

 


ANEXO I


 


RELAÇÃO DOS BENS EMPENHADOS


 


EMPENHANTE: Adecoagro Vale do
Ivinhema S.A. sociedade anônima com sede na cidade de Angélica, Estado de Mato Grosso do Sul, na Estrada Continental,
km 15, Fazenda Takuarê, s/n., Zona Rural, inscrita no CNPJ/MF sob no 07.903.169/0001-09.


 


1.        Descrição dos
BENS EMPENHADOS:


 


	Descrição dos  bens (“Lavouras”)	Quantidade

estimada de  cana-

de-açúcar
	a
    totalidade da lavoura pendente de cana-de-açúcar da safra de 2015/2016,  bem  como  suas  respectivas
    raízes  e  subprodutos
    decorrentes do beneficiamento da cana-de-açúcar em questão	[ ]toneladas
	a
    totalidade da lavoura pendente de cana-de-açúcar da safra de 2016/2017,  bem  como  suas  respectivas
    raízes  e  subprodutos
    decorrentes do beneficiamento da cana-de-açúcar em questão	[ ]toneladas
	a
    totalidade da lavoura pendente de cana-de-açúcar da safra de 2017/2018,  bem  como  suas  respectivas
    raízes  e  subprodutos
    decorrentes do beneficiamento da cana-de-açúcar em questão	[ ]toneladas
	a
    totalidade da lavoura pendente de cana-de-açúcar da safra de 2018/2019,  bem  como  suas  respectivas
    raízes  e  subprodutos
    decorrentes do beneficiamento da cana-de-açúcar em questão	[ ]toneladas


 




    24 


     


    

 


	Fazenda/Imóvel
    

    onde a Lavoura encontra-será plantada	Matrículas	CRI	Contrato
    de

    Parceria	Áreas

    Empenhadas

    (há)
	[  ]	[
    ]	[
    ]	[
    ]	[  ]
	 	TOTAL	[
     ]


 




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ANEXO II


 


DESCRIÇÃO
DAS UNIDADES INDUSTRIAIS ONDE FICARÁ ARMAZENADO O AÇÚCAR E/OU ETANOL


 


	
        Localização das

         

        Unidades Industriais
	Bem Empenhado	
        Quantidade do Bem

         

        Empenhado

	[Adecoagro  Vale do Ivinhema  S.A., Unidade Angélica,  localizada  na cidade de Angélica, Estado de Mato Grosso do Sul, na Estrada Continental,  km 15, Fazenda  Takuarê,  s/n. Zona Rural, inscrita no CNPJ/MF sob no 07.903.169/0001-09]	Açúcar [VHP/Cristal]	[  ]
	
        Etanol

         

        [Anidro/Hidratado]
	[  ]
	[Adecoagro  Vale do Ivinhema  S.A., Unidade Ivinhema,  localizada  na cidade de Ivinhema, Estado de Mato Grosso do Sul, na Rodovia 141, KM 10, Fazenda  Carmen, s/n, Zona Rural, inscrita no CNPJ/MF  sob no 07.903.169/0017-68]	Açúcar [VHP/Cristal]	[  ]
	
        Etanol

         

        [Anidro/Hidratado]
	[  ]


 




    26 


     


    

 


ANEXO III


 


MODELO DE
INSTRUMENTO DE ADITAMENTO AO INSTRUMENTO


PARTICULAR DE PENHOR AGRÍCOLA E MERCANTIL DE CANA-DE-AÇÚCAR


 


Pelo presente instrumento:


 


ADECOAGRO VALE DO
IVINHEMA S.A., sociedade anônima com sede na cidade de Angélica, Estado de Mato Grosso do Sul, na Estrada
Continental, km 15, Fazenda Takuarê, s/n., Zona Rural, inscrita no CNPJ/MF sob no 07.903.169/0001-09, doravante
denominada “EMPENHANTE”; e


 


ING BANK N.V.,
instituição financeira constituída de acordo com as leis da Holanda, com sede na cidade de
Amsterdã, em Bijlmerplein 888 (ING House), 1102 MG, neste ato representada nos termos de seus documentos
constitutivos, doravante denominado “CREDOR PIGNORATÍCIO”, e, em conjunto com a EMPENHANTE, as
“PARTES”;


 


ING BANK N.V., FILIAL DE SÃO
PAULO, instituição financeira devidamente organizada e constituída segundo as leis da Holanda, neste ato representado
por sua filial localizada em São Paulo, a qual é devidamente organizada e constituída segundo as leis da República
Federativa do Brasil e com endereço localizado na Av. Presidente Juscelino Kubitschek, 510, 3o andar, na Cidade de
São Paulo, Estado de São Paulo, CNPJ/MF no 49.336.860/0001-90, na qualidade de credor fiduciário e agente
administrativo e de garantia local, atuando em benefício dos CREDORES, conforme abaixo definidos (“AGENTE DE GARANTIA”);
e


 


LEONARDO RAÚL BERRIDI,
brasileiro, casado, engenheiro, residente e domiciliado na Cidade de São Paulo, Estado de São Paulo, com escritório
na Rua Iguatemi, n° 192, 12o andar, Itaim Bibi, CEP 01451-010, portador da Cédula de Identidade no 58.831.136-4
e inscrito no CPF sob no. 231.115.108-83, doravante denominado “FIEL DEPOSITÁRIO”.


 




    27 


     


    

 


CONSIDERANDO QUE:


 


(1) em garantia das obrigações
principais e acessórias assumidas pela EMPENHANTE sob o contrato de financiamento na modalidade de recebimento antecipado
à exportação denominado “Export Prepayment Finance Agreement” (“Contrato de Pré-pagamento
de Exportação”), nos termos da qual a EMPENHANTE concordou em tomar dívida no valor total de US$[ ]
([ ]),equivalentes, para fins de referência, a R$[ ] ([ ]), com base na taxa de câmbio de US$1/R$[ ], utilizando-se
da Taxa de Conversão , na data de [ ] de [ ] de 2014, a EMPENHANTE empenhou em favor dos CREDORES, por meio do CREDOR PIGNORATÍCIO,
a totalidade das lavouras de cana-de-açúcar das safras de 2016/2017, 2017/2018 e 2018/2019, as quais representarão
uma quantidade estimada de [ ] toneladas de cana-de-açúcar, respectivamente ressalvados os direitos dos CREDORES,
por meio do CREDOR PIGNORATÍCIO, na qualidade de credor solidário com os demais CREDORES, decorrentes do artigo 1.443,
do Código Civil, no tocante à prioridade sobre a safra subsequente, qual seja, 2019/2020, na hipótese de a
EMPENHANTE não ter cumprido a integralidade de suas obrigações ou frustrarem-se ou se tornarem insuficientes
as safras ali empenhadas, bem como sobre os seus produtos transformados (açúcar e/ou etanol), bem como suas respectivas
raízes e subprodutos decorrentes do beneficiamento da cana-de-açúcar em questão, todos livres e desembaraçados
de quaisquer ônus (“BENS EMPENHADOS”), por meio do Instrumento Particular de Penhor Agrícola e Mercantil
de Cana-de-Açúcar celebrado em [ ] de [ ] de 2014 (“CONTRATO DE PENHOR”);


 


(2) nos termos da Cláusula
4.1 e seguintes do CONTRATO DE PENHOR, a EMPENHANTE comprometeu-se a aditar referido instrumento para reforçar a garantia
ali constituída, por meio da consituição de penhor sobre novas lavouras, caso a mesma não observasse
o VALOR MÍNIMO (conforme definido no CONTRATO DE PENHOR); e


 


(3) os CREDORES PIGNORATÍCIOS
estão de acordo com o reforço da garantia constituída sob o CONTRATO DE PENHOR;


 


RESOLVEM, ASSIM, a EMPENHANTE
e o CREDOR PIGNORATÍCIO (“Partes”) celebrar este Instrumento de Aditamento ao Instrumento Particular de Penhor
Agrícola e Mercantil de Cana-De-Açúcar (“ADITAMENTO”), que se regerá pelos seguintes termos
e condições:


 




    28 


     


    

 


Cláusula 1a - Para
fins deste Aditamento, todos os termos iniciados em letras maiúsculas, não definidos neste Aditivo, têm o significado
a eles atribuídos no CONTRATO DE PENHOR.


 


Cláusula 2a –
Em vista da constituição de penhor as novas lavouras a serem empenhadas pela EMPENHANTE, em favor do CREDOR PRIGNORATÍCIO,
as quais incorporar-se-ão automaticamente ao penhor e passarão, para todos os fins de direito, a integrar a definição
de “BENS EMPENHADOS”, as Partes decidem alterar a redação da Cláusula 1.1 do CONTRATO DE PENHOR,
assim como o Anexo I do referido contrato.


 


Cláusula 3a –
Em vista do acima exposto, a Cláusula 1.1. do CONTRATO DE PENHOR passa a ter a seguinte redação:


 


“1.1. De acordo com o
aqui disposto, a fim de garantir o fiel e tempestivo cumprimento de todas as obrigações da EMPENHANTE nos termos
do Contrato de Pré-pagamento de Exportação (“OBRIGAÇÕES GARANTIDAS”), a EMPENHANTE
neste ato empenha aos CREDORES, representados pelo CREDOR PIGNORATÍCIO, na qualidade de credor solidário dos CREDORES,
a totalidade das lavouras de cana-de-açúcar das safras de 2016/2017, 2017/2018 e 2018/2019. (“Lavouras”),
conforme especificado no Anexo I ao presente Instrumento, as quais representarão uma quantidade estimada de [•] toneladas
de cana-de-açúcar, respectivamente, bem como suas respectivas raízes (as quais foram e serão plantadas
nos imóveis descritos no Anexo I ao presente Instrumento, com área total correspondente a [•] ha por safra e
subprodutos decorrentes do beneficiamento da cana-de-açúcar em questão, todos livres e desembaraçados
de quaisquer ônus (os “BENS EMPENHADOS”). O penhor constituído por este Instrumento gravará contínua
e ininterruptamente todos os BENS EMPENHADOS até a satisfação total das OBRIGAÇÕES GARANTIDAS
e será regido pelos artigos 1.438, 1.442 alíneas II e III, 1.447 e seguintes do Código Civil Brasileiro (Lei
no 10.406, de 10 de janeiro de 2002, conforme alterada).”


 


Cláusula 4a –
Adicionalmente, as Partes expressamente concordam em substituir o Anexo I originalmente anexo ao Contrato de Penhor pelo novo Anexo
I, anexo ao presente aditamento na forma de Anexo A, que inteiramente altera e


 




    29 


     


    

 


substitui a relação
dos BENS EMPENHADOS entregues pela EMPENHANTE ao CREDOR PGNORATÍCIO nos termos do Contrato de Penhor.


 


Cláusula 5a –
Nos termos da Cláusula XII do Contrato de Penhor, a EMPENHANTE obriga-se a levar a efeito e registrar o presente Aditamento,
nos cartórios competentes e à margem do registro do Contrato de Penhor, no prazo de 40 (quarenta) dias corridos contados
a partir da presente data, devendo encaminhar uma via original do instrumento registrado ao AGENTE DE GARANTIA, no prazo de 5 (cinco)
dias úteis a contar da data do último registro.


 


Cláusula 6a - Todos
os demais termos e condições do Contrato de Penhor não expressamente alterados ou modificados por este Aditamento
estão, através deste e na presente data, integralmente ratificados pelas Partes e deverão permanecer em pleno
vigor e efeito conforme previsto no Contrato de Penhor.


 


Cláusula 7a - O
presente ADITAMENTO será regido pelas leis da República


 


Federativa do Brasil.


 


Cláusula 8a - As
partes elegem o foro da cidade de São Paulo, Estado de São Paulo, com exclusão de todos os outros, por mais
privilegiados que sejam, para dirimir quaisquer questões decorrentes do presente ADITAMENTO.


 


E, por estarem assim justas
e contratadas, as partes assinam o presente Aditamento em 03 (três) vias de igual forma e teor, para um só efeito,
na presença das 2 (duas) testemunhas abaixo.


 


São Paulo, [•] de [•] de
[•].


 






     30


     


    

 


(página de assinaturas
do Instrumento de Aditamento ao Instrumento Particular de Penhor Agrícola e Mercantil de Cana-de-Açúcar, por
e entre Adecoagro Vale do Ivinhema S.A., ING Bank N.V., ING Bank N.V. - Filial de São Paulo e Leonardo Raúl Berridi,
celebrado em [•] de [•] de 2014)


 


Adecoagro Vale do Ivinhema S.A.


 


	 	 	 	 
	 	 	 	 
	Nome:	 	Nome:	 
	 	 	 	 
	Cargo:	 	Cargo:	 


 


 




     31


     


    

 


ING
Bank N.V.


 


	 	 	 	 
	 	 	 	 
	Nome:	 	Nome:	 
	 	 	 	 
	Cargo:	 	Cargo:	 


 


ING Bank N.V., filial São Paulo


 


	 	 	 	 
	 	 	 	 
	Nome:	 	Nome:	 
	 	 	 	 
	Cargo:	 	Cargo:	 


 




     32


     


    

 


	LEONARDO RAÚL BERRIDI	 
	 	 
	 	          	 


 


Testemunhas:


 


	1.-	 	 	2.-	 	 
	 	 	 	 	 	 
	 	Nome  :	 	 	Nome:	 
	 	RG:	 	 	RG:	 


 




     33


     


    

 


ANEXO
A AO INSTRUMENTO DE ADITAMENTO AO INSTRUMENTO


PARTICULAR DE PENHOR AGRÍCOLA E MERCANTIL DE CANA-DE-AÇÚCAR

MODELO DE ANEXO I RELAÇÃO


 


 


DOS BENS EMPENHADOS


 


EMPENHANTE: Adecoagro Vale do Ivinhema S.A. sociedade
anônima com sede na cidade de Angélica, Estado de Mato Grosso do Sul, na Estrada Continental, km 15, Fazenda Takuarê,s/n.
Zona Rural, inscrita no CNPJ/MF sob no


07.903.169/0001-09.


 


1.
       Descrição
dos BENS EMPENHADOS:


 


	Descrição dos  bens (“Lavouras”)	Quantidade

estimada de  cana-

de-açúcar
	a  totalidade
     da  lavoura  pendente  de  cana-de-açúcar  da  safra  de
    2015/2016,   bem   como   suas   respectivas   raízes   e   subprodutos
    decorrentes do beneficiamento da cana-de-açúcar em questão	[  ] kg
	a  totalidade
     da  lavoura  pendente  de  cana-de-açúcar  da  safra  de
    2016/2017,   bem   como   suas   respectivas   raízes   e   subprodutos
    decorrentes do beneficiamento da cana-de-açúcar em questão	[  ] kg
	a  totalidade
     da  lavoura  pendente  de  cana-de-açúcar  da  safra  de2
    017/2018,   bem   como   suas   respectivas   raízes   e   subprodutos
    decorrentes do beneficiamento da cana-de-açúcar em questão	[  ] kg
	Total:	[  ] kg


 


	Fazenda/Imóvel

onde a Lavoura

encontra-será

plantada	Matrículas	CRI	Contrato de

Parceria	Áreas

Empenhadas

(há)
	
         

        [ ]
	
        

        [ ]
	
        

        [ ]
	
        

        [ ]
	
        

        [ ]

	 	TOTAL	[  ]


 




     34


     


    

 


ANEXO IV


 


PROCURAÇÃO


 


Pelo presente instrumento particular
de mandato, ADECOAGRO VALE DO IVINHEMA S.A., sociedade anônima com sede na cidade de Angélica, Estado de Mato Grosso
do Sul, na Estrada Continental, km 15, Fazenda Takuarê,s/n. Zona Rural, inscrita no CNPJ/MF sob no 07.903.169/0001-09
(doravante “OUTORGANTE”), irrevogavelmente nomeia e constitui como seus bastantes procuradores ING BANK N.V., instituição
financeira constituída de acordo com as leis da Holanda, com sede na cidade de Amsterdã, em Bijlmerplein 888 (ING
House), 1102 MG (doravante “CREDOR PIGNORATÍCIO”), e ING BANK N.V., FILIAL DE SÃO PAULO, instituição
financeira devidamente organizada e constituída segundo as leis da Holanda, neste ato representado por sua filial localizada
em São Paulo, a qual é devidamente organizada e constituída segundo as leis da República Federativa
do Brasil e com endereço localizado na Av. Presidente Juscelino Kubitschek, 510, 3o andar, na Cidade de São
Paulo, Estado de São Paulo, CNPJ/MF no 49.336.860/0001-90 (doravante “AGENTE DE GARANTIA” e, em conjunto
com o CREDOR PIGNORATÍCIO, os “OUTORGADOS”), de acordo com o Instrumento Particular de Penhor Agrícola
e Mercantil de Cana-de-Açúcar, datado de [ ] de [ ] de 2014, celebrado entre OUTORGANTE e os OUTORGADOS, dentre outros
(o “Contrato de Penhor”), conferindo aos OUTORGADOS, irrevogável e irretratavelmente, de acordo com os artigos
684 e 1433, item IV, do Código Civil Brasileiro, poderes gerais e especiais para, em conjunto ou separadamente, no lugar
e em nome do OUTORGANTE, realizar qualquer dos atos mencionados a seguir: 1. praticar, no lugar e em nome do OUTORGANTE, todos
e quaisquer atos que se fizerem necessários ou se tornarem exigíveis para fazer valer extrajudicialmente o Contrato
de Penhor, inclusive os que seguem: (a) alienar, transferir e excutir os BENS EMPENHADOS (ou qualquer parte destes) ou alienar
de outro modo e entregar os BENS EMPENHADOS ou qualquer parte destes consoante termos e condições que possam ser
considerados convenientes, de acordo com o Contrato de Penhor, e aplicar o produto assim recebido ao pagamento das OBRIGAÇÕES
GARANTIDAS, de acordo com o Contrato de Penhor; (b) assinar, formalizar e/ou entregar quaisquer instrumentos para a transferência
ou outro tipo de alienação dos BENS EMPENHADOS de acordo com o Contrato de Penhor, e praticar todos os atos correlatos,
inclusive, entre outros, executar quaisquer


 




     35


     


    

 


contratos e outros instrumentos
ou acordos e instaurar ações com respeito aos BENS EMPENHADOS e representar o OUTORGANTE perante terceiros; 2. assinar,
formalizar e/ou entregar quaisquer documentos e praticar quaisquer atos que se fizerem necessários para o pleno, fiel e
integral cumprimento deste mandato; 3. na medida necessária ao exercício dos poderes ora conferidos, representar
o OUTORGANTE perante terceiros, instituições financeiras e órgãos e autoridades governamentais brasileiros,
nas esferas federal, estadual e municipal, inclusive Tesouro Nacional, Banco Central do Brasil, Juntas Comerciais do Estado de
São Paulo ou autoridades tributárias; e 4. na medida necessária para garantir o aperfeiçoamento, registro
ou prioridade dos direitos conferidos ao OUTORGADO em relação aos BENS EMPENHADOS, representar o OUTORGANTE perante
qualquer Cartório de Registro de Imóveis nos quais o Contrato de Penhor ou suas respectivas alterações
estejam registrados. O presente instrumento é lavrado com o fim específico do cumprimento dos termos do Contrato
de Penhor e será válido pelo período necessário para que e até que as obrigações
estabelecidas no Contrato de Penhor sejam cumpridas integralmente pela OUTORGANTE.


 


Os termos grafados em letras
maiúsculas usados, porém, não definidos neste instrumento assumirão os significados a eles atribuídos
no Contrato de Penhor.


 


Angélica, [ ] de [ ] de [ ].


 


ADECOAGRO VALE DO IVINHEMA S.A.


 


	 	 	 	 
	 	 	 	 
	Nome:	 	Nome:	 
	 	 	 	 
	Cargo:	 	Cargo:	 


 




     36


     


    

 


ANEXO V


 


	Período	Valor

Mínimo
	De	Até	 
	Primeiro Desembolso	31 de dezembro  de 2015	37%
	1 de janeiros de 2016	30 de junho de 2016	67%
	1 de julho de 2016	30 de setembro de 2016	75%
	1 de outubro de 2016	31 de dezembro  de 2016	84%
	1 de janeiro de 2017	30 de junho de 2017	96%
	1 de julho de 2017	Pagamento  Integral	112%


 




     37