Exhibit 4.46


 


EXPORT PREPAYMENT FACILITY AGREEMENT


 


by and among


 


ADECOAGRO VALE DO IVINHEMA S.A


 


as the Borrower,


 


ADECOAGRO BRASIL PARTICIPAÇÕES
S.A.,


ADECO
AGROPECUÁRIA BRASIL 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


 


August 3, 2015


 




     


     


    

 


EXECUTION VERSION


 


EXPORT PREPAYMENT FINANCE AGREEMENT


 


EXPORT PREPAYMENT
FINANCE AGREEMENT dated as of August 3, 2015 (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”); Adeco Agropecuária Brasil S.A., a Brazilian corporation with its
headquarters at Rua Burle Marx, no 603, Quadra 11, Lote 12A, Salas 06 e 07, Jardim Paraíso, in the city of Luis
Eduardo Magalhães, state of Bahia, Brazil, enrolled with the Brazilian Corporate Taxpayer Registry (CNPJ/MF) under No.
07.035.004/0001-54 (“Agropecuária”); 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 and Agropecuária, 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$110,000,000.00
(One Hundred and Ten 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.






 






     


    
	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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



 


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:



 


Accounts Pledge Agreement
means the deed of disclosed pledge over collection account receivables governed by the laws of the Netherlands, of even date herewith,
among the Collateral Agent, the Borrower and the Importer pursuant to which each of the Borrower and the Importer, as the case
may be, 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 Importer’s Account, as the case may be, 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.


 


Adecoagro Group
means any and/or all of the Borrower, any 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, 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) other net operating income, plus (f) any depreciation or amortization included in the
cost of goods and services sold (including maintenance and planting costs) and in the administrative, general and sales
expenses, plus or minus (g) the changes in fair value of biological assets unrealized, all as determined in accordance with
GAAP. For the purposes of the determination of Adjusted EBITDA, equity equivalence will not be considered, 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 aggregate of (a) the balance then held in the Collection Account, and (b) 99% (ninety nine
per cent) of the balance then held in the Importer’s 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.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


	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, 2015


 


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.


 


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 and/or Monte Alegre 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
- See Preamble


 


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.


 


Anti-Corruption Laws
means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any Guarantor, from time to time, concerning
or relating to bribery and/or corruption.


 


Anti-Money Laundering
Laws means all laws, rules, and regulations of any jurisdiction applicable to any Lender, the Borrower, any Guarantor or
their respective Subsidiaries, from time to time, concerning or relating to anti-money laundering.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Applicable Margin
means 4.65% 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 thirty (30) 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 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 2.8, 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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 which is at the same time (a) a London Banking Day and (b) a day, other than a Saturday or Sunday, on which commercial banks
and other financial institutions are not required or authorized to close in (i) New York, New York, United States of America, (ii)
Amsterdam, the Netherlands, (iii) São Paulo, SP, Brazil, (iv) Angélica, MS, Brazil, (v) Ivinhema, MS, Brazil, and/or
(vi) 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.


 


CEPEA ESALQ Settlement
Price means, on any day, the settlement price (in US$ per liter) for delivery of ethanol on a spot basis, as quoted by
the CEPEA ESALQ (Centro De Estudos Avançados em Economia Aplicada - ESALQ/USP), for the preceding trading day, as
shown on any such day on the Bloomberg broadcast system, in the CEPEA ESALQ Price Table screen.


 


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
directives thereunder or issued in connection therewith, (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, and (iii) all requests, rules, guidelines or directives promulgated by the
European Union Basel III (or any successor or similar authority) or the European Union or foreign regulatory authorities, in each
case pursuant to CRD IV and CRR, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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, and/or (g) own beneficially and control (either directly or
indirectly) more than 50% of Agropecuária’s issued and outstanding Capital Stock having the right to vote or other
equity interests (or securities convertible into equity interests) in Agropecuária having the right to vote, and/or (h)
have the power (whether by ownership of Capital Stock, contract or otherwise) to control the management or policies of Agropecuária.


 


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
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.


 


Collateral Monitoring
Agreement means the agreement or agreements among the Borrower, the Collateral Monitoring Agent, and the Brazilian Collateral
Agent, as amended from time to time, providing for the inspection, monitoring of and
reporting on (as set forth more fully in such agreement(s)) (a) 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 and (b) the quantity of the Goods pledged pursuant to the Mercantile Pledge Agreement.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 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. 20144784 (IBAN nr. NL54INGB0020144784) 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.


 


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.


 


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


Álcool.


 


CRD IV means Directive
2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and
investment  firms,  amending  Directive  2002/87/EC  and  repealing
Directive


2006/48/EC and 2006/49/EC.


 


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


 


CRR means Regulation
(EU) no. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation
(EU) No. 648/2012.


 


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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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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.


 


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 approval 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, a Prohibited Party
or a Restricted Party 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 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.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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$110,000,000.00.


 


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.


 


Final Maturity Date
means December 20, 2019. 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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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.


 


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.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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 or the Accounts Pledge Agreement
as related to the Importer, or the Importer’s Account Instruction Letter 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






 






    ~ 11 ~


    
	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


assert; or the Importer has
asserted that it does not have any liability under the Assignment and Security Agreement, the Accounts Pledge Agreement and/or
the Importer’s Account Instruction Letter; or the Assignment and Security Agreement or the Accounts
Pledge 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 or the Accounts Pledge Agreement has been contested by the Importer; and/or


 


		(f)	the Importer has become a Sanctioned Person, a Prohibited Party or a Restricted Party, 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.



 


Importer’s
Account means account nr. 20146205 (IBAN nr. NL02INGB0020146205) of the Importer 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.


 


Importer’s Account
Instruction Letter means the letter agreement between the Importer and the Collateral Agent with respect to the flow of
funds into and out of the Importer’s Account and reflecting the Importer’s agreement to the terms set forth with respect
to the Importer’s Account in Section 2.9 hereof.


 


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.


 




    ~ 12 ~


    
	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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, the ratio of such Person’s
Adjusted EBITDA to such Person’s Net Financial 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 the Indebtedness of such Person, including (without duplication)
(a) fees (including commitment fees), (b) the interest portion of any deferred payment obligations, (c) all fees and charges owed
with respect to letters of credit or performance or other bonds, (d) losses
on derivative transactions, and (e) any amortization of debt discount, but excluding losses on foreign exchange, all determined
in accordance with GAAP.


 


Interest Payment Date means each March 20, June 20, September 20 and
December 20. 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 September 20, 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).


 




    ~ 13 ~


    
	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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. If the LIBO Rate is ever determined pursuant to the above
to be below zero, then the LIBO Rate shall be deemed to be zero for the purposes of determining the interest rate.


 


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 Goods pledged under the Agricultural
and Mercantile Pledge Agreement and/or the 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 and/or the Mercantile Pledge


 




    ~ 14 ~


    
	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 sugar 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, 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 to the relevant month of
delivery, (b) for sugar 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), (c) for ethanol for which the price has not yet been fixed under the respective Export Contracts
and/or Off-take Contracts, the applicable PLATTS Settlement Price, (d) for ethanol where the relevant quantity is not yet subject
to Export Contracts and/or Off- take Contracts, the applicable CEPEA ESALQ Settlement Price and (e) for ethanol 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/or the 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), provided that this deduction shall not apply to ethanol in the case of item (d) of the definition of item “P”
above being applicable; 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


 






    ~ 15 ~


    
	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 legality, 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.


 


Mercantile Pledge Agreement
means the agreement or agreements (“Instrumento Particular de Penhor Mercantil”) providing for the pledge of
sugar and/or ethanol from the 2015/16, 2016/2017, 2017/2018, 2018/2019 and/or 2019/2020 harvests, as the case may be, by the Borrower
to the Administrative Agent and the Brazilian Collateral Agent, for the benefit of the Lenders, substantially in the form of Annex
H hereto, duly executed by the parties thereto, as amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof.


 


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


 


Monte Alegre -
See Preamble.


 


Mortgaged Properties
means the real estate listed and described on Schedule 3 hereto, 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 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 Bank 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 less (b) the sum of income received from investments,
interest received, other financial income, and gains on derivative transactions, but


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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.


 


OEE means the
Office of Export Enforcement of the United States Department of


Commerce.


 


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


 


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 (or
that should be so listed at such time by the Collateral Agent pursuant to the Assignment and Security Agreement but has not yet
been so listed), 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.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 20, 2017, September 20, 2017, December 20, 2017, June 20, 2018, September 20, 2018, December
20, 2018, June 20, 2019, September 20, 2019 and the Final Maturity Date. 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).


 


Prohibited Party
means a Person located in, organised under the laws of, or owned or controlled by, or acting on behalf of, a Person located in
or organized under the laws of Cuba, Iran, Sudan, Syria or North Korea.


 


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.


 


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.


 




    ~ 18 ~


    
	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Required Lenders
means, at any time, Lenders the sum of whose Loans outstanding hereunder is 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 Party
means a Person (a) listed on or owned or controlled by a Person listed on any Sanctions List, or a Person acting
on behalf of such a Person; (b) located in, organised under the laws of
or owned or controlled by, or acting on behalf of, a Person located in or organised under the laws of a country or territory which
is a subject of country-wide or territory-wide Sanctions (including, without limitation, at the Execution Date, Cuba, Iran, Sudan,
Syria and North Korea); or (c) otherwise subject to Sanctions.


 


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 or territory subject, at any time, to
Sanctions and/or to the effects of 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
any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, imposed, enacted
or enforced by a Sanctions Authority.


 


Sanctions Authority
means each of (a) the Security Council of the United Nations; (b) the United States of America; (c) the European Union (or any
of its member states, including the United Kingdom and the Netherlands); (d) the Republic of Panama; (e) any country to which any
member of the Adecoagro Group is bound; and (f) the governments and official institutions or agencies of any of paragraphs (a)
through (e) above, including OFAC, OEE, the United States Department of State and Her Majesty's Treasury.


 




    ~ 19 ~


    
	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Sanctions List
means each of (a) the Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List and List
of Foreign Sanctions Evaders Sanctioned Pursuant to Executive Order 13608 maintained by OFAC; (b) "The Consolidated
List of Financial Sanctions Targets" maintained by Her Majesty's Treasury;
and (c) any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority (without
limitation to the generality of the foregoing, such lists as are maintained by (i) the European Union, (ii) the United Nations
Security Council Committee or (iii) the United States Department of State), each as amended, supplemented or substituted from time
to time.


 


Sanctions Target
means any Person that is, or is owned or controlled by any Person that is (a) the subject or target of any Sanctions, or (b) located,
organized or resident in a Sanctioned Country, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria.


 


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


 


Security Agreements means
the Assignment and Security Agreement, the Agricultural and Mercantile Pledge Agreement, the Mortgages, the Mercantile Pledge Agreement,
the Collateral Monitoring Agreement, the Accounts 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).


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 country subject to economic sanctions or trade restrictions of the United Nations, the European Union, the United Kingdom
or the United States of America that broadly prohibit or restrict dealings with such
country. As of the Execution Date the “Ultra High Risk Countries” include Cuba, Iran, North Korea, Sudan and Syria
(and collectively, the “Ultra-High Risk Countries”) but 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 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.


 




    ~ 21 ~


    
	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


(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.


 


		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$25 million, or if the total amount of remaining Commitments is less than US$25 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.



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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. 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 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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.


 


		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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 Agreement (including amounts due to such Lender as a result of such Change in Law up
to the date such prepayment is made and all Break Funding Costs), 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; COLLECTION
ACCOUNT AND IMPORTER’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, an amount equivalent to 10% (ten per cent) of the
total amount of Loans disbursed, (ii) on each of the next two (2) Principal
Repayment Dates, an amount equivalent to 13.3333% (thirteen point three three three three per cent) of the total amount of Loans
disbursed, and (iii) on the final Principal Repayment Date, an amount equivalent
to 13.3334% (thirteen point three
three three four per cent) of the total amount of Loans disbursed.






 


		(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 and/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 (A) in the case of (i) hereof, the payment by the Eligible Off-takers in respect of the Export Receivables resulting
therefrom directly to the Collection Account, and (B) in the case of (ii) hereof, the payment by the Eligible Off- takers in respect
to the Export Receivables resulting therefrom to the Importer’s Account, and the transfer of such funds, by the Collateral



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Agent, from the Importer’s
Account to the Collection Account. The proceeds of such payments received in the Collection Account (either made directly by Off-takers
or transferred from the Importer’s 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 amounts originally received in the Importer’s
Account from Eligible Off- takers in respect of Off-take Contracts to which the Importer is a party, and
that are subsequently transferred, as described above, to the Collection Account and then applied against amounts due in respect of the Loans, shall at the time of such transfer to the
Collection Account, 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.


 


		(c)	All amounts received in the Importer’s Account and/or the Collection Account shall be held
by the Collateral Agent in the respective account, provided that on the last Business Day of each calendar month the balance held
in the Importer’s Account shall be transferred by the Collateral Agent to the Collection Account, provided, further, that
(i) the Collateral Agent shall agree to transfer the balance from the Importer’s Account to the Collection Account, if so
requested in writing by the Importer with at least two (2) Business Days prior notice, on a single Business Day during each calendar
month which is not the last Business Day of such calendar month (in addition to the transfer that will automatically take place
on the last Business Day of such calendar month), if such funds are required by the Borrower to  make a
scheduled repayment of principal or a prepayment of any principal amount
of the Loans, or to permit the release of funds to the Borrower, as permitted pursuant to the final paragraph below of this paragraph
(c); (ii) if an Event of Default has occurred and is continuing, the Collateral Agent shall transfer 99% of the funds in the Importer’s
Account (and each time thereafter that funds are received in the Importer’s Account while such Event of Default is continuing
the Collateral Agent shall transfer 99% of such funds) to the Collection Account immediately upon them being received in the Importer’s
Account, with the other 1% being transferred to the bank account of the Importer as instructed to the



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Collateral Agent pursuant to
the Importer’s Account Instruction Letter; and (iii) in the case of each and any transfer of funds from the Importer’s
account to the Collection Account (except pursuant to item (ii) above), the Importer shall be entitled, pursuant to a written instruction
to be received by the Collateral Agent no more than two (2) Business Days prior to the date of such transfer, to request that an
amount not to exceed 1% (one per cent) of the balance in the Importer’s account on the date of such transfer be released
to the Importer, in accordance with instructions to be received by the Collateral Agent from the Importer, and the Collateral Agent
shall comply with such request, absent manifest error. For the avoidance of doubt, (A) to the extent that the Importer instructs
the Collateral Agent to release to it an amount which is less than 1% of the balance in the Importer’s Account on the date
of any transfer, the difference between (1) 1% of such balance and (2) such lesser amount shall not be carried forward in relation
to future transfers, (B) the amount to be released to the Importer shall not, under any circumstances, be
greater than 1% of the balance in the Importer’s Account on the date of any transfer and (C) if no instructions are received
from the Importer within the time frame set forth above the Collateral Agent shall transfer 99% of the funds in the Importer’s
Account on the relevant transfer date to the Collection Account, with the other 1% being transferred to the bank account of the
Importer as instructed to the Collateral Agent pursuant to the Importer’s Account Instruction Letter.


 


To the extent that, at
any time, the sum of (A) 99% of the balance of the Importer’s Account and (B) the balance of the Collection Account
exceeds the aggregate principal amount of the Loans remaining to be repaid during such calendar year at such time, then,
provided that no Event of Default has occurred and is continuing and that the Borrower is in compliance with its obligations
under Section 5(l) hereof both before and after such release as so evidenced by the Borrower to the satisfaction of the
Collateral Agent, any such excess amounts, to the extent such amounts are in the Collection Account, 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. For purposes of
clarification, such release, if applicable, shall occur only from the Collection Account.


 


		(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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 99% (ninety-nine per cent)
of all amounts in the Importer’s Account, and 99% (ninety-nine per cent) of all amounts thereafter received in the Importer’s
Account while such Event of Default is continuing, shall immediately be transferred by the Collateral Agent to the Collection Account
(with the remaining balance of 1% to be released to the Importer pursuant to the terms of the Importer’s Account Instruction Letter), and all amounts in the Collection
Account (including those transferred from the Importer’s 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 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



 


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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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






 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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
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$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.



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		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
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.



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(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 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, 2014 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,



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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, 2014, 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, 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.



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(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, 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 as created hereunder and under such Security Agreements. 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 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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 farming, 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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. Neither the Borrower nor any Guarantor is
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, 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.



 


		(bb)	RESTRICTED
PARTY, PROHIBITED
PARTY.  Neither
it  nor  any  other member of the Adecoagro Group, nor any of their respective
directors or officers or to the best of its knowledge and belief (after taking reasonable



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


measures to ensure compliance with Sanctions) employees
or any other Person acting on behalf of any of the foregoing:


 


(i) is a Restricted Party or
acts directly or indirectly on behalf of a Restricted Party to the extent that being a Restricted Party or acting directly or indirectly
on behalf of a Restricted Party would lead to non- compliance by any Agent, any Lender or any of their Affiliates or any member
of the Adecoagro Group with any Sanctions;


 


(ii) is a Prohibited Party
or acts directly or indirectly on behalf of a Prohibited Party; or


 


(iii) is subject to any claim,
action, proceeding, (to the best of its knowledge and belief (having made all due and reasonably enquiries)) investigation, notice
or demand with respect to Sanctions.


 


		(cc)	SANCTIONS,
ANTI-CORRUPTION
LAWS, ANTI-MONEY
LAUNDERING LAWS
AND OTHER REGULATIONS.
(i) 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) or their respective directors, officers, employees,
agents, and representatives (A) have taken any action, directly or indirectly, that would result in a violation by such Persons
of any Anti-Money Laundering Law, Anti-Corruption Law or Sanctions, or (B) are Sanctions Targets; and
(ii) each of the Borrower and each Guarantor, as well as, 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) and their respective directors, officers,
employees, agents, and representatives have policies and procedures in place to ensure compliance with Anti-Money Laundering Laws,
Anti-Corruption Laws and environmental protection laws and  occupational  health  standards
applicable  to  their  business  and operations.



 


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 and the Mercantile Pledge Agreement,



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 and each Guarantor, 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 and each Guarantor (together with the registration of each thereof with the
appropriate Commercial Registry in Brazil for the Borrower and each Guarantor) 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;



 


		(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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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, Dutch counsel to the Collateral Agent and the Lenders, 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;



 


		(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 the Mortgaged Property and such certificate
has been duly registered with the competent Real Estate Registry (Cartório de Registro de Imóveis); and



 


		(j)	REPORTS AND
APPRAISALS.
A copy of an appraisal issued no more than ninety (90) days prior to the Execution Date by an appraiser acceptable to the Brazilian Collateral Agent and the Required
Lenders for each of the Mortgaged Properties, stating that the market values of the Mortgaged Properties are at least R$197 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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 Letters in the amounts agreed therein;



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(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 Mortgage over the Mortgaged Properties 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 Importer’s Account and the Collection Account have been opened and are
operational to the satisfaction of the Collateral Agent; and



 


		(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, 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 of the
first, second and third quarter of each fiscal year, (A) the Borrower’s unconsolidated and, if available, 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 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 any 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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
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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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.



 


		(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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Mortgages, the Mercantile Pledge
Agreement and the Agricultural and Mercantile Pledge Agreement shall only become a duly perfected first priority security interest
upon registration of such Mortgages, Mercantile Pledge Agreement and Agricultural and Mercantile Pledge Agreement as required hereunder
and thereunder); (ii) it shall 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 (and, where applicable, Export Contracts), together with evidence that notices of assignment of the Off-take
Contracts (and, where applicable, the Export Contracts) to the Collateral Agent under the Security Agreements have been provided
to the relevant Eligible Off-takers (and, in the case of Export Contracts, the Importer), and that the relevant Eligible Off-takers
(and, as applicable, the Importer) have provided acknowledgements of such assignments to the Collateral Agent; (v) the Borrower
shall deliver to the Brazilian Collateral Agent, no later than thirty (30) days after the date of the filing for registration (“protocolo”)
of the Mortgage over the Mortgaged Properties, evidence that such Mortgage has been duly registered with the competent Real Estate
Registry, (vi) the Borrower will, no later than thirty (30) days after its execution, deliver to the Brazilian Collateral Agent
evidence satisfactory to the Brazilian Collateral Agent that the Mercantile Pledge Agreement and/or the Agricultural and Mercantile Pledge
Agreement, as the case may be, 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 Goods and/or 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 Mercantile Pledge Agreement and/or
the Agricultural and Mercantile Pledge Agreement, as the case may be, no later than the deadline established above, 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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 registration), (vii) prior to providing any Collateral under
the Mercantile Pledge Agreement for purposes of compliance with Section
5(l)(i) hereof, the Borrower will provide to the Brazilian Collateral Agent a copy thereof duly executed by all parties thereto
and the protocolo for the Mercantile Pledge Agreement evidencing that it has been duly delivered to the relevant registry
office(s) for registration together with the initial report issued by the Collateral Monitoring Agent pursuant to the Collateral
Monitoring Agreement in respect to the Goods pledged thereunder in form and substance as described in the Collateral Monitoring
Agreement and, no later than thirty (30) days after its execution, deliver to the Brazilian Collateral Agent evidence satisfactory
to the Brazilian Collateral Agent that the Mercantile Pledge Agreement has been duly registered at the appropriate registry office(s),
(viii) the Borrower will, by such single date prior to the Final Maturity Date, as shall be determined by the Required Lenders,
deliver to the Brazilian Collateral Agent (who will provide a copy to the Lenders) 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 and (ix)
the Borrower will register the Assignment and Security Agreement and each amendment thereto (including each change in Schedule
I and/or Schedule II thereto), and a translation of each thereof, as the case may be, into Portuguese by a sworn translator, at
its sole cost and expense, within 40 (forty) days after the date when there is at least one entry on Schedule I and/or Schedule
II thereto (but in no event later than March 31, 2017), and, in the case of a change to Schedule I and/or Schedule II thereto,
within forty (40) days after such change to such Schedule(s), with the appropriate Registry of Deeds and Documents (Cartório
de Registro de Títulos e Documentos) of the jurisdiction of the Borrower.


 


		(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 (A) 0.3 as of December
31, 2015 and (B) 0.4 as of December 31 of each year thereafter;



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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



 


		(iii)	Its Interest Coverage Ratio is equal to or greater than 3.0 as of
December 31 of each year (starting with the fiscal year ending December 31, 2015).



 


(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, (B) the Market Value of the Goods subject to the Mercantile Pledge Agreement and (C) 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 and the Required Lenders), 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”):



 


	Period	
        Minimum

        Coverage Ratio

	From	To
	First Drawdown	December 20, 2017	50%
	December 21, 2017	December 20, 2018	70%
	December 21, 2018	Final Maturity Date	120%


 


The Brazilian Collateral Agent
shall, on a weekly basis, calculate the ratio of (1) the aggregate of items (A), (B) and (C) 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 the Brazilian Collateral Agent shall promptly inform the Lenders and the Borrower and the Borrower shall (a) within fifteen
(15) days following written demand by the Brazilian Collateral Agent, pledge Goods under the Mercantile Pledge Agreement, and deliver
to the Brazilian Collateral Agent a copy of the protocolo evidencing that the Mercantile Pledge Agreement has been duly
delivered to the relevant registry office(s) for registration (and, within thirty (30)


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


days from the date of such
protocolo, evidence that such Mercantile Pledge Agreement has been duly registered by the relevant registry office), together
with a report in respect to the Goods pledged thereunder, issued by the Collateral Monitoring Agent pursuant to the Collateral
Monitoring Agreement, and/or (b) within forty (40) days following written demand by the Brazilian Collateral Agent, provide mortgages
over additional land and/or pledge sugar cane under the Agricultural and Mercantile Pledge Agreement, in each case as acceptable
to the Brazilian Collateral Agent and the Required Lenders, and deliver to the Brazilian Collateral Agent a copy of the protocolo
evidencing that the Agricultural and Mercantile Pledge Agreement and/or the Mortgage, as the case may be, has been duly delivered to the relevant registry office(s) for registration (and,
within thirty (30) days from the date of such protocolo, evidence that such Agricultural and Mercantile Pledge Agreement and/or
Mortgage, as the case may be, has been duly registered by the relevant registry office), together with (1) in the case of the Agricultural
and Mercantile Pledge Agreement, a report in respect to the sugarcane pledged thereunder, issued by the Collateral
Monitoring Agent pursuant to the Collateral Monitoring Agreement, and/or (2) in the case of the Mortgage, an appraisal issued by
an appraiser acceptable to the Brazilian Collateral Agent and the Required Lenders not more than ninety (90) days prior to the
execution of the respective Mortgage, and/or (c) prepay, within
fifteen (15) days following the receipt of the written demand from the Brazilian Collateral Agent, part of the outstanding Loans,
in accordance with Section 2.15, to ensure that the Minimum Coverage Ratio is duly complied with. Notwithstanding the foregoing,
if the remedies in (a) and/or (b) above are reasonably considered by the Brazilian Collateral Agent to be insufficient to ensure
that the Minimum Coverage Ratio is duly complied with then the Borrower must prepay part of the outstanding Loans in accordance with
Section 2.15 and within fifteen (15) days following written demand by the Brazilian Collateral Agent, to ensure that the Minimum
Coverage Ratio is duly complied with. If, pursuant to the preceding sentences, the Borrower has pledged Goods pursuant to the Mercantile
Pledge Agreement, pledged sugar cane pursuant to the Agricultural and Mercantile Pledge Agreement and/or provided mortgages over
additional land, and subsequently the Effective Coverage Ratio shall increase to a level which is more than five (5)
percentage points higher than the Minimum Coverage Ratio for the respective period, then the Brazilian Collateral Agent shall promptly
inform the Lenders and the Borrower and if, at the request of the Borrower, the Required Lenders agree, in their sole discretion,
then the Required Lenders will instruct the Brazilian Collateral Agent to release Collateral in such amount so as to reduce the Effective


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Coverage Ratio to the respective
Minimum Coverage Ratio, and provided no Event of Default has occurred and is continuing at such time, then the Brazilian Collateral
Agent shall carry out such release. Any release of Collateral pursuant to the preceding sentence shall be undertaken as follows:
first, Goods subject to the Mercantile Pledge Agreement; then, if necessary, sugar cane subject to the Agricultural and Mercantile
Pledge Agreement; and finally, if necessary, the additional land mortgaged. In all cases, 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, 2017) 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 (a) by 0.833333 if the purchase price of such Goods has not been fixed under the respective Off-take Contract, and (b) by 0.95 if the
purchase price of such Goods has been fixed under the respective Off-taker Contract, as evidenced to the satisfaction of the Administrative
Agent) (such amount being the “Collateral Amount”), shall be equal to or greater than the Adjusted Repayment
Amount, provided that if the Collateral Agent determines at any time and from time to time during such period that the Collateral
Amount is less than the Adjusted Repayment Amount as at such time, 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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.


 


		(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 farming, 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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 and each Guarantor 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 Importer’s Account or the Collection
Account relate to any shipment of Goods sold by the Importer and/or the Borrower under the Off-take
Contracts 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)	SANCTIONS,
ANTI-CORRUPTION
LAWS, ANTI-MONEY
LAUNDERING LAWS
AND OTHER REGULATIONS.
(i) 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) and their respective directors, officers, employees,
agents, and representatives will take any action, directly or indirectly, that would result in a violation by such Persons of any
Anti-Money Laundering Law, Anti- Corruption Law or Sanctions, or in such Person becoming a  Sanctions Targets; (ii)
each of the Borrower and each Guarantor, as well as, 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) and their respective directors, officers, employees, agents, and
representatives shall maintain policies and procedures in place to ensure compliance with Anti-Money Laundering Laws, Anti-Corruption
Laws and environmental protection laws and occupational health standards applicable to their business and operations; (iii) no
country of origin, transit or disembarkation of any Goods shall be a Sanctioned Country; and (iv) no vessel or carrier named in
any Shipping Documents shall be owned by any Person, or operate under the laws of any country, which is a Sanctions Target.



 


		(u)	RESTRICTED
PARTY, PROHIBITED
PARTY.
Neither the Borrower nor any Guarantor shall (and the Borrower shall procure that no
other member of the Adecoagro Group nor any of their respective directors, officers, employees or any other Person acting on behalf
of any of them will):



 




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		i.	use, lend, contribute or otherwise make available the proceeds of any Loan or other transaction
contemplated by any Credit Document directly or indirectly for the purpose of financing any trade, business or other activities
with (A) any Restricted Party in as far as such financing would lead to non-compliance by the Borrower, any Guarantor, any Agent
and/or any Lender, or any of their respective Affiliates with any Sanctions, or (B) any Prohibited Party; or



 


		ii.	use any revenue or benefit derived from any activity or dealing with a Restricted Party or a Prohibited
Party in discharging any obligation due or owing to any Agent or the Lenders except, in case of a Restricted Party only, to the
extent that activity or dealing would not lead to non-compliance by that member of the
Adecoagro Group, any Agent, any Lender or any of their
respective Affiliates with any Sanctions.



 


The Borrower and each Guarantor
shall (and the Borrower shall procure that each other member of the Adecoagro Group and (in the case of sub- paragraph (i) below)
each of their respective directors, officers employees or any other Person acting on behalf of, any of them will):


 


		i.	procure that no proceeds from any activity or dealing with a Restricted Party or a Prohibited Party
are credited to any bank account held with any Agent, any Lender, or any of their respective Affiliates in its name or in the name
of any other member of the Adecoagro Group except, in case of a Restricted Party only, to the extent that crediting such bank account
would not lead to non- compliance by that member of the Adecoagro Group, any Agent, any Lender or any of their respective Affiliates
with any Sanctions;



 


		ii.	take reasonable measures to ensure compliance with Sanctions;
and 
	 	 	 
	 	iii.	(to the extent permitted by law and promptly upon becoming aware of them) supply to the Administrative
Agent and the Lenders details of any claim, action, suit, proceedings or investigation against it or any
other member of the Adecoagro Group with respect to Sanctions by any Sanctions Authority.



 


		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



 




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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 Control or if it is not the surviving entity then the surviving Person has the same
ultimate beneficial ownership as the Person that is not the survivor had immediately prior to such merger, consolidation or amalgamation
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



 




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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 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.



 




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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



 


		(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



 




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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 (iii) 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, in the cases of (ii) and (iii) above, 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 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



 




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		(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 or
any Guarantor shall so assert; or the Borrower or any Guarantor 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) or the validity or enforceability of the Liens granted, to be granted, or purported to be granted,
by any Security Agreement shall be contested by the Borrower or any Guarantor; 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”),


 




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		(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 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



 




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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 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.



 




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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 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;



 




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		(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.


 


		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



 




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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
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



 




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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 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,



 




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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 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



 




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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 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 or in the case of Section 2.6 only, the Relevant Lenders); (b) because no such consent or
instructions or no requested instructions or clarification have been given to it



 




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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 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 e-mail 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



 




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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 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



 




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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.


 


		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 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.



 




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		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’s Account Instruction Letter and the Accounts Pledge Agreement, the Importer,
and neither the Lead 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



 




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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 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



 




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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
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



 




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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 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



 




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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;



 


		(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 Letters 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,



 




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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 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


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


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


 




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		(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


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


 


		(d)	if to Agropecuária:



 


Adeco Agropecuária
Brasil S.A.


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


Attention: Nicolas Schaeffter


Phone: + 55 11 2678.5600


E-mail: financeiro_spo@adecoagro.com


 


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


 


		(e)	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


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


 


		(f)	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


 


		(g)	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


 




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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
(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



 




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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 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



 




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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 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.



 




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		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.



 


		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, other than as permitted under the Credit Documents, 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



 




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Security Agreement and the Importer’s
Account Instruction Letter, 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 or agree to amendments or modifications thereof, 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 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



 




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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 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


disclose information relating
to the Borrower, the Guarantors and/or their respective affiliates to any of such Agents or Lenders or their respective Affiliates,
partners, directors, employees, officers, agents, trustees, administrators, managers, representatives, any regulatory, tax, customs
or judicial authority, any rating agency, auditor, insurance or reinsurance broker, 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. In addition, each Agent and each Lender may
disclose the existence of this Agreement  and  information  about  this
Agreement  to  service providers to the Agents and the Lenders in connection with the administration of this
Agreement, the other Credit Documents, and the Commitments.


 


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



 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


		(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 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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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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:	 


 


ADECO AGROPECUÁRIA BRASIL S.A.


as Guarantor


 


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


 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

  


ING BANK N.V.


as Administrative Agent and Collateral Agent


 


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


 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


ING BANK N.V., São Paulo Branch


as Brazilian Collateral Agent


 


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


 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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


Attn: Alcides Santos/Katia Garcia


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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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


Tel.: + 55-11-5503-7455/7070


E-mail: opsoff@rabobank.com / marcia.bon@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: Adecoagro Syndicated EPP –
2015


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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


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 2015


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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


Tel.: + 55-11-5503-7455/7070


E-mail: opsoff@rabobank.com / marcia.bon@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: Adecoagro Syndicated EPP - 2015


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
LONDON BRANCH


as a Lender


 


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


 


Notices:


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


Attn.: Jean Paul Laxague/Loans Admin/Agency
and Middle Office SFI


Tel.: +44-20-7214-5620/6672/7143


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


 


Account Details:


Correspondent Bank: Citibank, New York


SWIFT: CITIUS33


Account nr.: 36254109


Account Name:  Credit Agricole Corporate
and Investment Bank, London Branch


Reference: Adecoagro


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


BANCO LATINOAMERICANO DE COMERCIO EXTERIOR S.A.


as a Lender


 


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


 


Notices:


Address: Torre V, Business Park, Avenida La
Rotonda, Urbanización Costa del Este, Apartado 0819-08730,


Panamá, Republic of Panamá


Attn.: Eucadis Molina


Tel.: +507-210-8584


E-mail: emolina@bladex.com


 


Account Details:


Correspondent Bank:
Bank of America, 100 West 33rd Street, New York, NY,
10001


SWIFT: BOFAUS3N


ABA: 0959 026009593


Account nr.: 6550-5-43011


Account Name:  Banco Latinoamericano
de Comercio Exterior S.A., Panama


Reference: Adecoagro 2015


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


BANCO VOTORANTIM S.A. – NASSAU BRANCH


as a Lender


 


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


 


Notices:


Address: Av. das Nações unidas,
14.171, São Paulo


Attn.: Fernanda Ferreira/Pedro Lippi/Roberto
Worms


Tel.: +55-11-5171-3230/1909/5801


E-mail: fernanda.ferreira@bancovotorantim.com.br
/


bvnb.backoffice@bvnassaubranch.com / trade.finance@bancovotorantim.com.br


 


Account Details:


Correspondent Bank: JP Morgan Chase NY


SWIFT: CHASUS33


ABA: 021000021


Account nr.: 400941759


Account Name:  Banco Votorantim
S.A. – Nassau Branch


SWIFT: BAVOBSNS


Reference: Adecoagro Vale do Ivinhema Ltda.
US$ 110 million Secured Syndicated PEF Facility


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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, São Paulo, 04542-000, SP, Brazil


Attn.: Leandro Almeida/Marcelo Tambelli/Dien
Quan/Mauro Rego/Margarete Ludovico


Tel.: +55-11-3073-7711/7424; +31-10-4016601;
+55-11-3073-7422/7418


E-mail: leandro.almeida@br.abnamro.com
/ marcelo.tambelli@br.abnamro.com / mail_ccmbr@br.abnamro.com /


     loket.leningenadministratie.ccs@nl.abnamro.com
/ mail_ccmbr@br.abnamro.com


 


Account Details:


Correspondent Bank:
Bank of America International – New York – N.Y. – U.S.A.


SWIFT: BOFAUS3N


Account nr.: 6550368324


Account Name:  ABN AMRO Bank N.V.,
FFC to Adecoagro Vale do Ivinhema – 47.39.54.656


SWIFT: ABNANL2A


Reference: Adecoagro 2015


 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


	 	 	 
	Witness:	 	Witness: 
	ID:	 	ID:


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 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.	22,500,000.00
	Rabobank Curaçao N.V.	22,500,000.00
	Crédit Agricole Corporate and Investment Bank, London Branch	20,000,000.00
	Banco Latinoamericano de Comercio Exterior S.A.	20,000,000.00
	Banco Votorantim S.A. – Nassau Branch	15,000,000.00
	ABN AMRO Bank N.V.	10,000,000.00
	Total:	110,000,000.00





 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 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	Kolmar
	Alcotra	Louis Dreyfus
	Alvean	Mitsubishi Corp.
	BP	Mitsui
	BTG Pactual	Morgan Stanley
	Bunge	Noble America Resources Corp.
	Chemoil	Noble Resources PTE
	Chevron	Petrobras Trading
	CHS	Phillips66
	Copersucar	Raizen Trading
	Cropenergies	RCMA
	Eco-Energy	Sojitz
	ED&F Man	Sucden
	EISA	Tate & Lyle Sugar
	ExxonMobile	Toyota Tsusho Sugar Trading Ltd.
	Gavillon	Valero
	Glencore	Vitol
	Greenergy	Wilmar
	Gunvor	 


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 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
	Rio de Janeiro	Barreiras - Bahia	47462	Adeco Agropecuária Brasil Ltda.





 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 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.


 





	Loan	Bank	Borrowed Amounts	Commencement Date	Maturity Date	Agreement	Liens
	 CCE	BTG Pactual	R$	65,000,000	 10-Jul-12	 30-Dec-15	No CCE010/12	First Ranking Mortgage on the Nossa Senhora Aparecida farm (Registration Number 9879 - 9881) and Dom Fabrício farm (Registration Number 3492); Export Agreement and Pledge Cane Sugar
	HSBC	R$	55,000,000	No 1054-12
	Rabobank	R$	75,000,000	No CCE20120001
	Votorantim	R$	35,000,000	No 10142381
	FCO Angélica	Banco do Brasil	R$	70,000,000	30-Jul-10	01-Jul-20	No 40/00370-1	First
    Ranking Mortgage on the Sapálio farm (Registration Number 8399) and Fiduciary Assignment of Financed
    Assets
	FCO Ivinhem a	Banco do Brasil	R$	130,000,000	19-Oct-12	01-Nov-22	No 40/00553-4	First
    Ranking Mortgage on the Carmen farm (Registration Number 10888) and Fiduciary Assignment of Financed Assets
	CDC	CNH	R$	1,360,000	01-May-13	15-Feb-18	No 201201552-8/001	Fiduciary Assignment of Financed Assets
	CDC	CNH	R$	1,672,000	01-May-13	15-Feb-18	No 201201552-9/001	Fiduciary Assignment of Financed Assets
	CDC	CNH	R$	746,240	08-Nov-13	01-Sep-17	No 201301160-7/001	Fiduciary Assignment of Financed Assets
	FINAME	Banco do Brasil	R$	9,905,000	15-Jun-12	15-May-22	No 40/00506-2	Fiduciary Assignment of Financed Assets
	FINAME	Banco do Brasil	R$	8,100,000	22-Mar-13	15-Jan-23	No 40/00583-6	Fiduciary Assignment of Financed Assets
	FINAME	Votorantim	R$	2,340,000	13-May-11	15-Apr-16	No 83159-3	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$	1,710,000	19-Feb-13	16-Oct-17	No 2012009281	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$	679,500	30-Jul-13	15-Jun-18	No 2013006085	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$	2,003,400	08-Nov-13	15-Aug-18	No 2013008978	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$	575,316	02-Dec-13	15-Oct-18	No 2013011606	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$	2,438,424	02-Dec-13	15-Oct-18	No 2013011605	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$	1,216,498	02-Dec-13	15-Aug-18	No 2013008977	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$	575,316	24-Feb-14	17-Dec-18	No 2013013481	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$	432,000	15-Mar-13	15-Nov-22	No 155.755/12	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$	5,006,300	20-May-13	15-Jan-23	No 158.841/12	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$	1,695,600	12-Mar-13	15-Jan-23	No 158.870/12	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$	113,400	18-Mar-13	15-Nov-22	No 156.043/12	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$	1,386,000	15-Mar-13	15-Nov-22	No 155.680/12	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$	432,900	11-Mar-13	15-Nov-22	No 155.825/12	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$	315,000	05-Apr-13	15-Nov-22	No 155.826/12	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$	321,300	28-Nov-13	15-Sep-23	No 170.179-13	Fiduciary Assignment of Financed Assets
	FINAME	Itaú BBA	R$	8,890,798	14-Dec-12	16-Nov-22	No 50002875100	Fiduciary Assignment of Financed Assets
	FINAME	Itaú BBA	R$	7,641,000	14-Dec-12	16-Nov-22	No 50002875600	Fiduciary Assignment of Financed Assets
	FINAME	Itaú BBA	R$	8,488,198	14-Jan-13	16-Nov-22	No 50002875200	Fiduciary Assignment of Financed Assets
	FINAME	Itaú BBA	R$	4,950,000	14-Jan-13	16-Nov-22	No 50002875300	Fiduciary Assignment of Financed Assets
	FINAME	Itaú BBA	R$	8,237,268	14-Jan-13	17-Oct-22	No 50002875700	Fiduciary Assignment of Financed Assets
	FINAME	Itaú BBA	R$	7,740,000	14-Jan-13	16-Nov-22	No 50002875500	Fiduciary Assignment of Financed Assets
	  FINEM Angélica	Bradesco	R$	151,000,000	  17-Mar-08	  15-Apr-18	  No 91.2.149.6.1.013	 First
    Ranking Mortgage on the Takuarê farm (Registration Number 2737); Fiduciary Assignment of Financed Assets and Quota
    pledge agreement over 99,99% of the shares in Adecoagro Brasil Participações S.A.
	HSBC
	Itaú BBA
	Itaú Unibanco
	Rabobank
	Santander
	FINEM Ivinhem a	Itaú BBA	R$	273,207,000	11-Jun-13	15-Jan-23	No 21/00310-6	First
    Ranking Mortgage on the Carmen farm (Registration Number 10888); Second Ranking Mortgage on the Takuarê farm
    (Registration Number 2737) and
	Banco do Brasil
	FINEM Ivinhem a	BNDES	R$	215,431,000	21-Nov-13	15-Jan-23	No 12.2.1433.1	Fiduciary
    Assignment of Financed Assets and Receivables of Power Contract (131 MWh)
	NCE	Itaú BBA	R$	75,000,000	05-Mar-13	15-Mar-19	No 100113030001400	Receivables of Power Contract (87 MWh)
	 PPE	ING	USD	30,000,000	 30-Jul-13	 15-Dec-16	 No -	 Export Agreement and Pledge Cane Sugar
	Bladex	USD	20,000,000
	ING	USD	20,000,000
	 PPE	Rabobank	USD	20,000,000	 20-Sep-13	 15-Jul-17	 No -	 Export Agreement and Pledge Cane Sugar
	HSBC	USD	20,000,000
	Bradesco	USD	20,000,000
	PGGM	USD	20,000,000
	Hinduja Bank	USD	10,000,000
	  PPE	ING	USD	20,000,000	  25-Mar-14	  15-Dec-17	  No -	  Export Agreement and Pledge Cane Sugar
	HSBC	USD	12,500,000
	ICBC	USD	12,500,000
	BES	USD	10,000,000
	Bradesco	USD	10,000,000
	Bladex	USD	10,000,000
	Hinduja Bank	USD	10,000,000
	Monte Dei Pas chi	USD	8,000,000
	Banco da China	USD	7,000,000
	  PPE	ING	USD	40,000,000	  02-Jan-15	  30-Dec-18	  No -	 First
    Ranking Mortgage on the Ouro Verde farm (Registration Number 1642), Água Branca farm (Registration Number 1077),
    Conquista I-II-III farms (Registration Number 3867 - 1620 - 1619), Alto Alegre I-II-III-IV farms (Registration Number 3757 -
    3771 - 3772 - 3773) and Bela Manhã farm (Registration Number 1431 - 1432 - 1433 - 1434 - 1435 - 1515 - 1516 - 1517 -
    1645 - 1647 - 2022 - 2023 - 2325);
 Second
    Ranking Mortgage on the Nossa Senhora Aparecida farm (Registration Number 9879 - 9881) and Dom Fabrício farm
    (Registration Number 3492);
 Export Agreement and
    Pledge Cane Sugar and Ethanol
	Rabobank	USD	35,000,000
	ABN	USD	30,000,000
	Crédit Agricole	USD	20,000,000
	HSBC	USD	15,000,000
	Caixa Geral	USD	10,000,000
	Galena	USD	10,000,000




 





 






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Usina Monte Alegre Ltda.


 





	Loan	Bank	Borrowed Amounts	Commencement Date	Maturity Date	Agreement	Liens
	CCE	Votorantim	R$	15,000,000.00	9-Mar-12	9-Mar-16	No 10136273	
        Quota pledge agreement over 100% of the
        shares in Usina Monte

        Alegre Ltda.

	FINAME	BDMG	R$ 	179,628.03	26-Sep-12	15-Jul-22	No 153.778/11	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$ 	5,356,976.40	8-Apr-13	15-Dec-22	No 158.026/12	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$ 	329,664.00	20-Jun-14	15-Apr-24	No 181.922/14	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$ 	188,800.00	20-Jun-14	15-Apr-22	No 181.919/14	Fiduciary Assignment of Financed Assets
	FINAME	BDMG	R$ 	2,349,000.00	25-Mar-15	15-Jan-23	No 197.808/14	Fiduciary Assignment of Financed Assets
	FINAME	Votorantim	R$ 	966,400.00	11-Apr-11	15-Feb-16	No 83160-9	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$ 	780,073.20	19-Dec-13	17-Dec-18	No 2013013592	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$ 	2,763,442.80	24-Feb-14	15-Jan-19	No 2013014770	Fiduciary Assignment of Financed Assets
	FINAME	CNH	R$ 	188,800.00	8-Oct-14	15-Aug-19	No 2014013744	Fiduciary Assignment of Financed Assets
	NCE	Brades
    co	USD	11,700,000.00	28-May-12	15-Dec-16	No
    201200137	Mortgage
        on the Monte Belo farm (Registration Number 1001) and

        Fiduciary
        Assignment of Financed Assets

	PESA	Brades co	R$ 	2,256,144.28	1-Mar-00	1-Mar-20	No 97-0001-3	Mortgage on the Monte Belo farm (Registration Number 1001)
	PESA	Brades co	R$ 	2,256,144.28	1-Mar-00	1-Mar-20	No 97-00021	Mortgage on the Monte Belo farm (Registration mber 1001)




 






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Adeco Agropecuária Brasil S.A.


 


None


 




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SCHEDULE 5


 


TAX LIENS FILED AGAINST PROPERTIES


 


	Data: 14/07/2015	Empresa: Usina Monte Alegre Ltda
	
         

        Escritório: Advogados
        Responsáveis:
	
        Castro Barros Sobral Gomes Advogados

        André Oliveira / Daniela
        Duque Estrada / Gabriel Manica / Natasha Pinheiro

	Área:	Tributário
	Autor:	União Federal
	Réu:	Usina Monte Alegre S/A
	Natureza da Ação:	Execução Fiscal
	Processo no.:	0430.06.001295-1 (465/2005)
	Vara/Comarca:	Vara Única da Justiça Estadual de Monte Belo
	Distribuição:	10.10.2005
	Valor Pleiteado:	R$ 13.155.607,86 (em outubro/2005)
	Valor Atualizado:	R$ 17.311.349,42 (em julho/2015)
	
         

         

        Objeto:
	
        Execução
Fiscal objetivando a cobrança judicial de supostos débitos de IPI inscritos como Dívida Ativa da União
por meio da CDA no 60.3.01.000307-20, constituídos através do Processo Administrativo no 13656.000511/2001-58.

	Artigos de Enquadramento:	 
	
         

        Andamento:
	
        Em 06.06.2007,
foi proferido despacho determinando a suspensão dessa execução fiscal até o julgamento final dos embargos
à execução no 0430.07.002112-5.

	Observações:
	Garantias:	Vide Embargos à Execução Fiscal no 0430.07.002112-5 (item 3).
	
         

        Probabilidade de Perda:
        (em percentual)
	
         

         

        Vide Embargos à Execução Fiscal
        no 0430.07.002112-5 (item 3).



 


	Data: 14/07/2015	Empresa: Usina Monte Alegre Ltda
	
         

        Escritório: Advogados
        Responsáveis:
	
        Castro Barros Sobral Gomes Advogados

        André Oliveira / Daniela
        Duque Estrada / Gabriel Manica / Natasha Pinheiro

	Área:	Tributário
	Embargado:	Fazenda Nacional
	Embargante:	Usina Monte Alegre S/A
	Natureza da Ação:	Embargos à Execução Fiscal
	Processo no.:	0430.07.002112-5 / 2009.01.99.022059-0
	
         

        Vara/Comarca:
	
        Vara Única da Justiça
        Estadual de Monte Belo /

        08a Turma do Tribunal Regional
        Federal da 01a Região

	Distribuição:	22.05.2007
	Valor Pleiteado:	Ver item supra.
	Valor Atualizado:	Ver item supra.
	
         

         

        Objeto:
	
        Desconstituição
da CDA no 60.301.000307-20, que constitui o objeto da Execução Fiscal no 465/2005, na medida em que os
débitos nela refletidos estão extintos, na forma do artigo 156, inciso V, do CTN, seja pela decadência, seja
pela prescrição.

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






 






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        Andamento:
	
        Em 25.09.2008, foi publicada
        sentença julgando procedente o pedido formulado na inicial dos embargos à execução fiscal, para
        reconhecer que os créditos tributários de IPI encontram-se extintos pela decadência, determinando, ainda,
        a extinção da Execução Fiscal no 465/2005. Em 16.11.2008, a Fazenda Nacional interpôs
        recurso de apelação, tendo sido proferida decisão monocrática, em 13.08.2012, dando integral
        provimento ao recurso da União para reformar a sentença e manter a cobrança dos créditos
        exequendos. Contra tal decisão, foram opostos embargos de declaração pela Usina, em 27.08.2012, e agravo
        regimental pela União, em 13.09.2012, objetivando a majoração da condenação da empresa em
        honorários sucumbenciais. Os embargos da Usina foram convertidos em agravo regimental. Em sessão de julgamento
        realizada no dia 01.03.2013, foi proferido acórdão, por maioria de votos, no qual foi dado provimento ao agravo
        regimental da Usina, e negado provimento ao agravo regimental da União, para reformar a decisão
        monocrática e reconhecer que os débitos exequendos encontram-se fulminados pela prescrição, nos
        termos do voto- vista do Juiz Federal Convocado Clodomir Sebastião Reis. Foram opostos embargos de
        declaração da União, objetivando a reforma integral do acórdão proferido, bem como
        embargos declaratórios pela Usina, objetivando tão somente a majoração da
        condenação em honorários. Ambos embargos de declaração foram desprovidos. A Usina
        interpôs recurso especial objetivando a majoração dos honorários, e a União também
        interpôs recurso especial objetivando a reforma integral do acórdão que negou provimento
        à apelação. Atualmente, aguarda-se o exame de admissibilidade desses recursos.

	Observações:
	
         

        Garantias:
	
        Foram oferecidos bens à penhora pela
Usina Monte Alegre S/A (máquinas, equipamentos, veículos e imóvel onde funciona sua sede), no valor total
de R$ 12.213.920,00 (em maio/2007).

	
         

         

        Probabilidade de Perda:
        (em percentual)
	
        Igual ou menor a 40%, se avaliada apenas sob
o ponto de vista do direito substantivo, sem quaisquer ponderações que decorram dos aspectos processuais envolvidos,
e considerando a probabilidade de perda restrita à argumentação de mérito, que consiste no reconhecimento
da prescrição ou decadência do direito de as autoridades fiscais cobrarem/lançarem os respectivos créditos
tributários. Entendemos que a probabilidade de perda pode ser estimada como remota. Todavia,





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        considerando o que o Tribunal
Regional Federal da 1a Região, inicialmente, julgou favoravelmente a causa em favor da União Federal, estimamos
as atuais chances de êxito como possíveis (entre 40% e 60%).




 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


EXHIBIT I


 


COPORATE STRUCTURE


 





 


(1) 
Stocks traded on NYSE.


(2) 
Leonardo Berridi holds one share


 




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ANNEX A


FORM OF PROMISSORY NOTE


 


NOTA PROMISSÓRIA


 


No: [•]


Valor: US$ [•]


Data de Emissão:
[•] de [•] de 2015.


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 Facility Agreement (contrato de pré-pagamento de exportação), celebrado em       
de           de 2015 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 2015.


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.


 


Bom por aval:


 





 



ADECO AGROPECUÁRIA BRASIL S.A.


 




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ANNEX B


 


FORM OF NOTICE OF DRAWDOWN


 


________ __, 2015


 


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 August
3, 2015



 


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 August 3, 2015 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 [•], 2015, 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 of the Export Prepayment Finance Agreement are true and correct, we are in compliance
in all respects with the covenants set out in Sections 5 and 6 thereof, that the conditions to the making of the Loans set out
in Section 4 thereof have been satisfied and that no Default has occurred and is continuing or will occur after giving effect to
the requested Loans.


 


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 August 3, 2015 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 August 3, 2015 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 August
3, 2015



 


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 August 3, 2015 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 [•], 2015, 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 August 3, 2015 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 [•], 2015.


 


	 	 
	 	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 August 3, 2015


 


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 August 3, 2015 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.][Adeco Agropecuária Brasil 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 [•], 2015, 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



 




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EXHIBIT B TO CERTIFICATE
OF OFFICER


 


[GUARANTOR’S LETTERHEAD]


 


Incumbency Certificate


 


I, [•], [title] of
[Adecoagro Brasil Participações S.A.][Usina Monte Alegre S.A.][Adeco Agropecuária Brasil S.A.] (the “Guarantor”),
DO HEREBY CERTIFY, in connection with the Export Prepayment Finance Agreement dated as of August 3, 2015 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 [•], 2015.


 


	 	 
	 	Name:
[•] 
	 	Title: [•]


 




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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 August 3, 2015


 


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 August 3, 2015 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




 






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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 Bank Debt to its Adjusted EBITDA is:


 


(iii)    Its
Interest Coverage Ratio is:




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ANNEX G


 


FORM OF AGRICULTURAL AND MERCANTILE
PLEDGE AGREEMENT


 


(begins on next page)


 




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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 3 de agosto de 2015, a EMPENHANTE celebrou com o CREDOR PIGNORATÍCIO, 
o 
Rabobank 
Curaçao 
N.V. 
(“Rabobank”), 
o 
Crédit 
Agricole


 




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Corporate
and Investment Bank, London Branch (“CA-CIB”), o Banco Latinoamericano de Comercio Exterior S.A. (“Bladex”),
o ABN AMRO Bank N.V. (“ABN”), e o Banco Votorantim, Nassau Branch (“Votorantim” e, em conjunto com o CREDOR
PIGNORATÍCIO, Rabobank, CA-CIB, Bladex e ABN, os “CREDORES”) e com o AGENTE 
DE 
GARANTIA, 
entre 
outras 
partes, 
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 até US$110.000.000,00 (cento e dez milhões
de dólares norte-americanos), equivalentes, para fins de referência, a R$[ ] ([ ]), 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 2015; 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


 




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(4)
em vista do acima exposto, as Partes acordaram a constituição de penhor agrícola e mercantil sobre cana-de-açúcar
relativa às safras de [ ], 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, [ ], na hipótese de a EMPENHANTE não ter cumprido a integralidade
de suas obrigações ou 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 [ ] (“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 [ ] hectares 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


 




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pela EMPENHANTE com relação
ao Contrato de Pré-pagamento de Exportação, assim como posteriores alterações, se houver.


 


1.2.1. As
OBRIGAÇÕES GARANTIDAS tem as seguintes características:


 


(a)
Credores: ING Bank N.V., Rabobank Curaçao N.V., Crédit Agricole Corporate and Investment Bank, London Branch, Banco Latinoamericano de Comercio Exterior S.A.
ABN AMRO Bank N.V. e Banco Votorantim, Nassau Branch


 


(b) Valor
do Principal:
até US$110.000.000,00,
equivalentes a R$[
], calculado
com base na taxa de câmbio de US$1/R$[ ], conforme Taxa de Conversão, na data de [ ] de [ ] de 2015


 


(c) Prazo: até 20 de
dezembro de 2019


 


(d)
Datas de Pagamento do Principal: 20 de junho, 20 de setembro e 20 de dezembro dos
anos
de
2017,
2018
e
2019,
sendo
que
(a)
em
20
de
junho
de
2017
será amortizado o equivalente a 10% do Valor do Principal,
(b) em 20 de setembro de 2017 será amortizado o equivalente a 10% do Valor do Principal, (c) em 20 de dezembro de 2017
será amortizado o equivalente a 10% do Valor do Principal, (d) em 20 de junho de 2018 será amortizado o equivalente
a 10% do Valor do Principal, (e) em 20 de setembro de 2018 será amortizado o equivalente a 10% do Valor do Principal, (f)
em 20 de dezembro de 2018 será amortizado o equivalente a 10% do Valor do Principal,


 


(g) em 20 de junho de 2019 será
amortizado o equivalente a 13,3333% do Valor do Principal, (h) em 20 de setembro de 2019 será amortizado o equivalente a
13,3333% do Valor do Principal e (i) em 20 de dezembro de 2019 será amortizado o equivalente a 13,3334% do Valor do Principal.


 


(e) Taxa de Juros: taxa LIBOR adicionada a uma margem anual de 4,65% (quatro
inteiros e sessenta e cinco décimos por cento).


 


(f) Pagamento dos Juros: 20
de setembro e 20 de dezembro do ano de 2015; 20 de março, 20 de junho, 20 de setembro e 20 de dezembro dos anos de 2016,
2017, 2018 e 2019.


 


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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 XI, abaixo.


 


1.6.  
Nos termos do artigo 1.439 do Código Civil Brasileiro (Lei no
10.406, de 10 de janeiro de 2002, c.onforme 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.


 


1.7.   A
EMPENHANTE se obriga a manter bens empenhados nos prazos e montantes estabelecidos nos termos do índice de Cobertura de
Garantia (Collateral Coverage) estabelecido na Cláusula 5(l)(i) do Contrato de Pré-pagamento de Exportação,
até o término da vigência das OBRIGAÇÕES GARANTIDAS, providenciando o reforço da garantia constituída mediante a constituição de penhor sobre outras lavouras
pendentes de cana-de-açúcar em áreas adicionais aquelas indicadas no Anexo I, nos termos estabelecidos no
Anexo III ao presente instrumento.


 


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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 
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 celebração 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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


reembolsar o AGENTE DE GARANTIA
por quaisquer despesas que tiverem com tais inspeções e avaliações semestrais.


 


IV.   OBRIGAÇÕES
DA EMPENHANTE


 


4.1.   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 ou 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;


 


(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.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


(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
relevante 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


 


(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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Instrumento; 
ou 
(ii)
qualquer 
outro 
evento 
conhecido 
que 
possa 
razoavelmente provocar um efeito adverso relevante sobre o valor total
dos BENS EMPENHADOS.


 


4.2.  
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.


 


V.    
VENCIMENTO ANTECIPADO E EXCUSSÃO DA GARANTIA PIGNORATÍCIA


 


5.1.   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.


 


5.2.
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, 685 e 1.433, item IV, do
Código Civil Brasileiro, a procuração, nos moldes do Anexo IV,


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


anexo a este instrumento (“Procuração”),
para atuar em nome da EMPENHANTE, exclusivamente para o cumprimento da Cláusula 5.1 acima.


 


5.3.  
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 5.1., 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.


 


5.4
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.


 


VI.   DECLARAÇÕES


 


6.1.   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.


 


6.2.   A
EMPENHANTE neste ato declara 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;


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


 


(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 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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


presente Instrumento, ou com relação à sua validade e exequibilidade, salvo os
registros do presente Instrumento nos Cartórios de Registro de Imóveis competentes.


 


VII.  INDEPENDÊNCIA
DAS CLÁUSULAS


 


7.1.   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.


 


VIII. 
ADITIVOS, SUCESSORES E CESSIONÁRIOS


 


8.1.  
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
aditivo ou alteração dos termos e disposições aqui pactuados somente será válido se efetuado
por escrito e assinado pelas PARTES.


 


IX.   DIREITOS
CUMULATIVOS


 


9.1. 
Os direitos, remédios, poderes e prerrogativas aqui estipulados são
cumulativos, não excluindo quaisquer outros direitos, poderes ou remédios
estabelecidos por leis aplicáveis.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


X.    
AVISOS


 


10.1. 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 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.com / katia.garcia@americas.ing.com


 


(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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


(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


 


10.2. 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 e-mail ou correspondência, pelo aviso de recebimento.


 


XI.   REGISTRO
DESTE INSTRUMENTO
E ADITIVOS


 


11.1. 
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.


 


11.2. 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.


 


11.3. 
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.




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


XII.  DESPESAS


 


12.1. 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.


 


XIII. PRAZO


 


13.1. 
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.


 


13.2. 
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 vigor de acordo com o aqui disposto. Neste caso 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.


 


XIV.  DEFINIÇÕES


 


14.1. 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”.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


XV. RESPONSABILIDADE  SÓCIO  AMBIENTAL,  TRABALHISTA  E
PREVIDENCIÁRIA


 


15.1. 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.


 


15.2. 
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.


 


XVI. 
LEI DE REGÊNCIA


 


16.1. 
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.


 


16.2. 
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.


 


XVII.       
SOLUÇÃO DE CONTROVÉRSIAS


 


17.1. 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.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 2015.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


(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 2015)


 


ADECOAGRO
VALE DO
IVINHEMA S.A.


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 


ING BANK N.V.


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 


ING
BANK N.V., filial São Paulo


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 


LEONARDO RAÚL BERRIDI


 


Testemunhas:


  


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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 [ ],

         

        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 [ ], 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 [ ], 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 [ ], bem como suas respectivas raízes e subprodutos decorrentes do beneficiamento da cana-de-açúcar em questão	
         

         

        [ ]toneladas






 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


	 	Fazenda/Imóvel

onde a Lavoura

encontra-será

plantada	
         

         

        Matrículas
	
         

         

        CRI
	
         

        Contrato de

        Parceria
	
         

        Áreas

Empenhadas

(há)

	
        

         1.
	
        

        [ ]
	
        

        [ ]
	
        

        [ ]
	
        

        [ ]
	
        

        [ ]

	 	 TOTAL
	 [
        ]






 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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]	[
    ]






 



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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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”.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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$110.000.000,00 (cento e dez milhões de dólares
norte-americanos),equivalentes, para fins de referência,
a R$[
] ([
]), com base na
taxa de câmbio de US$1/R$[ ], utilizando-se da Taxa de Conversão , na data de [ ] de [ ] de 2015, a EMPENHANTE empenhou em favor dos CREDORES, por meio do
CREDOR PIGNORATÍCIO, a
totalidade das lavouras de cana-de-açúcar das safras de [ ], 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, [ ], 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 2015 (“CONTRATO
DE PENHOR”);


 


(2)
nos termos da Cláusula 5(l)(i) do Contrato de Pré-pagamento
de Exportação,
a  EMPENHANTE 
comprometeu-se a 
aditar referido instrumento para
reforçar a
garantia ali constituída, por meio da consituição de penhor sobre novas lavouras, caso não fosse observado o índice de Cobertura de Garantia (Collateral Coverage), ali
definido; 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:


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


Cláusula 1a - Para
fins deste Aditamento, todos os termos iniciados em letras maiúsculas, não definidos neste ADITAMENTO, 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 [
]. (“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 [•]
hectares 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 substitui
a


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


relação dos BENS
EMPENHADOS entregues pela EMPENHANTE ao CREDOR PGNORATÍCIO nos termos do CONTRATO DE PENHOR.


 


Cláusula
5a – Nos termos da Cláusula XI 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 [•].


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


(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 [ ])


 


ADECOAGRO
VALE DO
IVINHEMA S.A.


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 


ING BANK N.V.


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 


ING
BANK N.V., FILIAL SÃO PAULO


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 


LEONARDO
RAÚL BERRIDI


 


Testemunhas:


 


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





 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 [ ],

         

        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 [ ], 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 [ ], bem como suas respectivas raízes e subprodutos decorrentes do beneficiamento da cana-de-açúcar em questão	
         

         

        [ ] toneladas

	Total:	 	[ ] toneladas
	 





 






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	 	Fazenda/Imóvel

onde a Lavoura

encontra-será

plantada	
         

         

        Matrículas
	
         

         

        CRI
	
         

        Contrato de

Parceria
	
         

        Áreas

Empenhadas

(há)

	
         

        1.
	
        

         

        [ ]
	
          

        [ ]
	
          

        [ ]
	
          

        [ ]
	
          

        [ ]

	 	
         

        TOTAL
	
         

        [ ]






 






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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 
[ ], 
celebrado 
entre OUTORGANTE e os OUTORGADOS, dentre outros (o “Contrato de
Penhor”), conferindo aos OUTORGADOS, irrevogável e irretratavelmente, de acordo com os
artigos 684, 685 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,


 




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executar
quaisquer 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 2015.


 


ADECOAGRO
VALE DO
IVINHEMA S.A.


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 




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ANNEX H


 


FORM OF MERCANTILE PLEDGE AGREEMENT


 


(begins on next page)


 




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INSTRUMENTO PARTICULAR DE PENHOR
MERCANTIL DE AÇÚCAR E ETANOL


 


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 3 de agosto] de 2015, a EMPENHANTE celebrou com o CREDOR PIGNORATÍCIO, o Rabobank Curaçao N.V. (“Rabobank”), o Crédit Agricole
Corporate and Investment Bank, London Branch (“CA-CIB”), o Banco Latinoamericano


 




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de
Comercio Exterior S.A. (“Bladex”), o ABN AMRO Bank N.V. (“ABN”), e o Banco Votorantim, Nassau Branch (“Votorantim”
e, em conjunto com o CREDOR PIGNORATÍCIO, Rabobank, CA-CIB, Bladex e ABN, os “CREDORES”) e com o AGENTE 
DE 
GARANTIA, 
entre 
outras 
partes, 
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 até US$110.000.000,00 (cento e dez milhões
de dólares norte-americanos), equivalentes, para fins de referência, a R$[ ] ([ ]), 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 2015; 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 mercantil sobre o açúcar e etanol advindos da cana-de-açúcar
produzida nas safras de


 




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[ ], ressalvados os direitos
dos CREDORES, por meio do CREDOR PIGNORATÍCIO, na qualidade de credor solidário com os demais CREDORES, em garantia
do integral e pontual pagamento das OBRIGAÇÕES GARANTIDAS (conforme abaixo definido);


 


RESOLVEM, ASSIM, as Partes firmar
o presente Instrumento Particular de Penhor Mercantil de Açúcar e Etanol, 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 açúcar e
etanol advindos da cana-de-açúcar produzida nas safras de [ ], conforme especificado no Anexo I ao presente Instrumento, sendo uma quantidade de [
] toneladas de
açúcar e [
] metros
cúbicos de etanol,
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, 1.447 a 1.450 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.


 


1.2.1. As OBRIGAÇÕES
GARANTIDAS tem as seguintes características:


 


(a) Credores: ING Bank N.V.,
Rabobank Curaçao N.V., Crédit Agricole Corporate and Investment Bank, London Branch, Banco Latinoamericano de Comercio
Exterior S.A., ABN AMRO Bank N.V. e Banco Votorantim, Nassau Branch


 




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(b) Valor
do Principal:
até US$110.000.000,00,
equivalentes a R$[
], calculado
com base na taxa de câmbio de US$1/R$[ ], conforme Taxa de Conversão, na data de [ ] de [ ] de 2015


 


(c) Prazo: até 20 de
dezembro de 2019


 


Datas
de Pagamento do Principal: 20 de junho, 20 de setembro e 20 de dezembro dos anos de 2017, 2018 e 2019, sendo que (a) em 20 de
junho de 2017 será amortizado o equivalente a 10% do Valor do Principal, (b) em 20 de setembro de 2017 será amortizado
o equivalente a 10% do Valor do Principal, (c) em 20 de dezembro de 2017 será amortizado o equivalente a 10% do Valor do
Principal, (d) em 20 de junho de 2018 será amortizado o equivalente a 10% do Valor do Principal, (e) em 20 de setembro
de 2018 será amortizado o equivalente a 10% do Valor do Principal, (f) em 20 de dezembro de 2018 será
amortizado o equivalente a 10% do Valor do Principal, (g) em 20 de junho de 2019 será amortizado o equivalente a 13,3333%
do Valor do Principal, (h) em 20 de setembro de 2019 será amortizado o equivalente a 13,3333% do Valor do Principal e (i)
em 20 de dezembro de 2019 será amortizado o equivalente a 13,3334% do Valor do Principal. 




 


(e) Taxa de Juros: taxa LIBOR adicionada a uma margem anual de 4,65% (quatro
inteiros e sessenta e cinco décimos por cento).


 


(f) Pagamento dos Juros: 20
de setembro e 20 de dezembro do ano de 2015; 20 de março, 20 de junho, 20 de setembro e 20 de dezembro dos anos de 2016,
2017, 2018 e 2019.


 


1.3.   Os BENS 
EMPENHADOS serão armazenados em depósitos localizados nas
unidades industriais descritas no Anexo I ao presente Contrato, sendo que não poderão ser alterados sem a autorização
prévia do AGENTE DE GARANTIA.


 


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


 


1.5.   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.


 




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1.6.   Desde que observados os termos e condições estabelecidos no Contrato de
Pré-pagamento de Exportação com relação aos índices mínimos de garantia decorrentes
do presente Instrumento e do Contrato de Penhor Agrícola, a EMPENHANTE poderá solicitar a liberação
parcial ou total dos BENS EMPENHADOS,
a  ser 
realizada 
mediante 
emissão 
pelo 
CREDOR
PIGNORATÍCIO 
de 
carta 
de liberação parcial ou total, conforme o caso, de BENS
EMPENHADOS, observados os cálculos previstos
no Contrato de Pré-pagamento
de Exportação, a qual deverá
ser registrada pela EMPENHANTE no Cartório de Registro de Imóveis competente.


 


1.7.   A
EMPENHANTE se obriga a manter bens empenhados nos prazos e montantes estabelecidos nos termos do índice de Cobertura de
Garantia (Collateral Coverage) estabelecido na Cláusula [•] do Contrato de Pré-pagamento de Exportação,
até o término da vigência das OBRIGAÇÕES GARANTIDAS.


 


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


 




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empreendimento/propriedade
rural e/ou mercadoria, com a finalidade de fiscalizar a condição dos BENS EMPENHADOS, 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 
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 celebração deste Instrumento, e (ii) posteriormente, semestralmente, 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.   OBRIGAÇÕES
DA EMPENHANTE


 


4.1.   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 ou firmado entre a EMPENHANTE, o CREDOR PIGNORATÍCIO e o AGENTE DE GARANTIA), 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


 




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1940,
conforme alterado (Código Penal Brasileiro), ressalvado na hipótese de prévia autorização do
AGENTE DE GARANTIA ou na hipótese de venda e entrega dos BENS EMPENHADOS. 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;


 


(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, os BENS 
EMPENHADOS, quando armazenado nos depósitos, nos
termos da cláusula 1.3 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;


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


(vi)  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, imediatamente, a existência de manifestação
desfavorável de qualquer autoridade caso tenha conhecimento;


 


(vii)
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


 


(viii)
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.


 


4.2.  
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.


 


V.    
VENCIMENTO ANTECIPADO E EXCUSSÃO DA GARANTIA PIGNORATÍCIA


 


5.1.   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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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.


 


5.2.
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, 685 e 1.433,
item IV, do Código Civil Brasileiro, a procuração, nos moldes do Anexo II, anexo a este instrumento
(“Procuração”), para atuar em nome da EMPENHANTE, exclusivamente para o cumprimento da
Cláusula 5.1 acima.


 


5.3.  
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 5.1., 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.


 


5.4
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.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


VI.   DECLARAÇÕES


 


6.1.   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.


 


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


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


(f)   está
ciente de que qualquer eventual ato de tolerância por parte do CREDOR PIGNORATÍCIO ou pelo AGENTE DE GARANTIA não
importará em novação ou alteração das condições aqui estipuladas, constituindo-se
tal ato mera liberalidade do CREDOR PIGNORATÍCIO ou
do AGENTE DE GARANTIA; e


 


(g)   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.


 


VII.  INDEPENDÊNCIA
DAS CLÁUSULAS


 


7.1.   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.


 


VIII. 
ADITIVOS, SUCESSORES E CESSIONÁRIOS


 


8.1.  
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
aditivo ou alteração dos termos e disposições aqui pactuados somente será válido se efetuado
por escrito e assinado pelas PARTES.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


IX.   DIREITOS
CUMULATIVOS


 


9.1. 
Os direitos, remédios, poderes e prerrogativas aqui estipulados são
cumulativos, não excluindo quaisquer outros direitos, poderes ou remédios
estabelecidos por leis aplicáveis.


 


X.    
AVISOS


 


10.1. 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 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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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


(c) Se
para o
AGENTE DE GARANTIA:


 


ING
Bank N.V., filial São Paulo


Av. Pres. Juscelino Kubitschek,
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.com
/ 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


 


10.2. 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 e-mail ou correspondência, pelo aviso de recebimento.


 


XI.   REGISTRO
DESTE INSTRUMENTO
E ADITIVOS


 


11.1. 
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 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.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


11.2. 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.


 


11.3. 
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.


 


XII.  DESPESAS


 


12.1. 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.


 


XIII. PRAZO


 


13.1. 
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.


 


13.2. Sem
prejuízo ao disposto na cláusula 1.6 acima, 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 vigor de acordo com o aqui disposto. Neste
caso CREDOR
PIGNORATÍCIO deverá, em até 10 (dez) dias corridos a contar do


 




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recebimento de solicitação
enviada pela EMPENHANTE nesse sentido, emitir o respectivo termo de quitação e liberação de garantia.


 


XIV.  DEFINIÇÕES


 


14.1. 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”.


 


XV. RESPONSABILIDADE  SÓCIO  AMBIENTAL,  TRABALHISTA  E
PREVIDENCIÁRIA


 


15.1. 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.


 


15.2. 
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.


 


XVI. 
LEI DE REGÊNCIA


 


16.1. 
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.


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


16.2. 
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.


 


XVII. SOLUÇÃO
DE CONTROVÉRSIAS


 


17.1. 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 2015.


 


[página de assinaturas
a seguir]


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


(página de assinaturas do Instrumento Particular de Penhor Mercantil de Açúcar e
Etanol, 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 2015)


 


ADECOAGRO
VALE DO
IVINHEMA S.A.


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 


ING BANK N.V.


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 


ING
BANK N.V., filial São Paulo


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 


LEONARDO RAÚL BERRIDI


 


Testemunhas:


 


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





 






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ANEXO I


 


RELAÇÃO
 DOS
 BENS
 EMPENHADOS
 E
 DESCRIÇÃO
 DAS
 UNIDADES
INDUSTRIAIS ONDE OS
BENS EMPENHADOS
FICARÃO ARMAZENADOS


 


	
        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
	
         

         

        [ ]

	
         

         

        Açúcar Cristal
	
         

         

        [ ]

	
         

         

        Etanol Anidro
	
         

         

        [ ]

	
         

         

        Etanol 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
	
         

         

        [ ]

	
         

         

        Açúcar Cristal
	
         

         

        [ ]

	
         

         

        Etanol Anidro
	
         

         

        [ ]

	
         

         

        Etanol Hidratado
	
         

         

        [ ]






 






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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


ANEXO
II


 


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 Mercantil de Açúcar e Etanol, datado de [ ] de [ ] de 2015, celebrado entre OUTORGANTE e os
OUTORGADOS, dentre outros (o “Contrato de Penhor”), conferindo aos OUTORGADOS, irrevogável e irretratavelmente,
de acordo com os artigos 684, 685 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 contratos e outros


 




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	Export Prepayment Facility Agreement dated as of August 3, 2015 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.




    

 


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 2015.


 


ADECOAGRO
VALE DO
IVINHEMA S.A.


 


	 	 	 
	Nome:	 	Nome:
	Cargo:	 	Cargo:


 






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