Exhibit 10.6


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS AGREEMENT AND THE SCHEDULES HERETO MARKED BY *** HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


 


AMENDMENT # 1 TO THE FUNDING OPTION

AND STOCK PURCHASE AGREEMENT


 


This AMENDMENT #1 TO THE FUNDING OPTION
AND STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of September, 29, 2014 (the “Amendment
Effective Date”), by and between Bioceres S.A., an Argentine company having its principal place of business at Ocampo
210bis (CP2000) Rosario, Provincia de Santa Fe, Argentina (“Bioceres”) and Arcadia Biosciences, Inc.,
an Arizona corporation (“Arcadia” and together with Bioceres, each a “Party”
and together, the “Parties”). Capitalized terms used but not otherwise defined in this Amendment shall
have the meanings ascribed to them in the Agreement (as defined below).


 


WHEREAS on February 24, 2012, the
Parties entered into a certain Funding Option and Stock Purchase Agreement (the “Agreement”) pursuant
to which they agreed on certain funding mechanisms and capital requirements for years 2012 through 2015.


 


WHEREAS Arcadia intends to (i) reduce
its 2014 Annual Commitment Amount to $ *** (ii) be waived of the obligation to fund any Annual Commitment Amount in 2015; and (iii)
surrender the *** shares of Bioceres Common Stock it currently owns (the “Arcadia-Held Common Stock”)
to Bioceres; and Bioceres is willing to accept all of the above.


 


NOW THEREFORE, the Parties agree
as follows:


 


1.          Amendments
to the Agreement


 


1.1        Amendment
to Section 1.1 of the Agreement: As from the Amendment Effective Date, Section 1.1 of the Agreement shall read as follows:


 


               “Funding
Option. Commencing on the Effective Date and ending on December 30, 2014 (the “Subscription
Term”), if BUSA determines, in its discretion, that it requires additional cash for the purpose of funding
BUSA’s performance of the BUSA Contributed Services, Bioceres may elect, in its sole discretion (a “Funding
Option”), to sell to Arcadia, and subject to Arcadia’s rights of refusal set forth in Section 2, Arcadia
shall purchase from Bioceres, shares of Common Stock with an aggregate purchase price in any one calendar year not to exceed
the lesser of (i) the value attributed to the BUSA Contributed Services for that year by Verdeca pursuant to the Work Plan
(the “BUSA Annual Services Amount”) and (ii) the following amounts in each of the following years
(each an “Annual Commitment Amount”):


 


[***]


 


1.2          Deletion
of Section 3.5 of the Agreement: As from the Amendment Effective Date, Section 3.5 of the Agreement shall read as follows:


 


“3.5 [INTENTIONALLY
LEFT BLANK”] 

 

 



	*** Certain information on this
    page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested
    with respect to the omitted portions.



 


    	1 of 3



    	 



    

 


1.3          Amendment
of Section 3.7 of the Agreement: As from the Amendment Effective Date, Section 3.7 of the Agreement shall read as follows:


 


          “Closings.
The Parties desire to have only one closing on the sale and purchase of the Shares per year during the Subscription Period; however,
the Parties may mutually agree to hold more than one closing per year provided that the aggregate amount of Shares to be sold in
any one calendar year shall not exceed the lesser of the BUSA Annual Contribution Amount and the Annual Commitment Amount for such
year. Any First Year Closing, Second Year Closing, or Third Year Closing shall be known individually as a “Closing”
and all Closings shall be known collectively herein as the “Closings”.


 


1.4          Amendment
of Section 5.1 of the Agreement: As from the Amendment Effective Date, Section 5.1 of the Agreement shall read as follows:


 


“Put
Right. Subject to the limitations set forth in Section 5.2, Arcadia shall have the right to require Bioceres to
repurchase any shares of Common Stock then owned by Arcadia (the “Put Right”) upon the occurrence
of any of the following events (which are not mutually exclusive): (i) the dissolution of Verdeca (a
“Dissolution”); (ii) any distribution to BUSA other than a Tax Distribution (as defined in the
Operating Agreement) pursuant to the Operating Agreement (a “BUSA Distribution”); (iii) the closing
of a transaction or a series of transactions pursuant to which Verdeca receives $ *** or more from third party investor (s;)
and (iv) Arcadia owing any royalty payment to Bioceres pursuant to a Future Related Agreement (as defined in that certain
Letter Agreement executed between Arcadia, BUSA and Bioceres on even date herewith) (a
“Royalty”).


 


2.          Transfer
of the Arcadia Common Stock. In consideration of the reduction of Arcadia’s funding obligations under the Agreement,
Arcadia hereby transfers to Bioceres *** shares of Common Stock. Arcadia represents and warrants to Bioceres that it has the requisite
power and authority to create a legally binding obligation for itself by this Amendment and to execute and deliver this Amendment,
to perform its obligations under this Amendment and to consummate the transactions contemplated by this Amendment and is not subject
to any legal or administrative proceedings that might restrict such powers, capacity and authority. The execution and delivery
by Arcadia of this Amendment, the performance by Arcadia of its obligations hereunder and the consummation of the transactions
contemplated hereby has been duly authorized by all necessary actions. This Amendment has been and, at the Amendment Effective
Date, will be, duly executed and delivered by Arcadia, and, assuming the due authorization, execution and delivery by Bioceres
hereto and thereto, this Amendment constitutes, and upon such execution and delivery, will constitute, legal, valid and binding
obligations of Arcadia, enforceable in accordance with its respective terms except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally,
and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
As of the Amendment Effective Date, Arcadia is the holder of record and beneficial owner of the Arcadia-Held Common Stock and the
Arcadia-Held Common Stock will, as of the aforesaid date, be free and clear of any and all liens. Upon execution of this Amendment,
good title to the Arcadia-Held Common Stock will be transferred to Bioceres, free and clear of all liens. By signing this Amendment,
Bioceres is deemed notified of the aforesaid transfer for purposes of Section 215 of the Argentine Companies Law 19,550 (as amended
and reinstated).


 

 




	*** Certain information on this
    page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested
    with respect to the omitted portions.



 




    	2 of 3



    	 



    

 


 


3.          Agreement
remains in full force and effect: Unless expressly modified in this Amendment, all of the provisions of the Agreement remain
in full force and effect.


 


IN WITNESS WHEREOF, the Parties
have duly executed this Amendment as of the date first set forth above.


	 	 	 	 	 	 	 
	FOR COMPANY:	 	FOR ARCADIA:
	 	 	 
	BIOCERES S.A.	 	ARCADIA BIOSCIENCES, INC.
	an Argentine Republie corporation	 	an Arizona corporation
	 	 	 	 	 	 	 
	By:		 	By:	
	Name:	 	 	Name:	Eric J. REY
	 	 	 	 	 
	Title:	Authorized representative & CEO	 	Title:	President & CEO
	Address: Ocampo 210 Bis, Predio CCT

Rosario, Santa Fe, Argentina, 2000	 	Address: 202 Cousteau Place, Suite 200

Davis, California 95618 USA
	 	 	 	 	 	 	 
	FOR BUSA (FOR SECTION 5.6 OF THE AGREEMENT):	 	 	 	 
	 	 	 	 	 	 	 
	BIOCERES INC.	 	 	 	 
	a Delaware corporation	 	 	 	 
	 	 	 	 	 	 	 
	By:		 	 	 	 
	 	 	 	 	 	 
	Name:	Federico TRUCCO	 	 	 	 
	Title:	President	 	 	 	 
	Address: Ocampo 210 Bis, Predio CCT

Rosario, Santa Fe, Argentina, 2000	 	 	 	 



 




    	3 of 3