exv10w33






Exhibit 10.33




REGISTRATION RIGHTS AGREEMENT



This Registration Rights Agreement, dated as of [______](this “Agreement”), is entered into among
Adecoagro S.A., a société anonyme existing under the laws of Luxembourg and registered under number
RCS Luxembourg B103123 (the “Company”), those persons and entities listed on the signature pages
hereto as Shareholders (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized
terms not otherwise defined herein have the meanings set forth in Section 1.




W I T N E S S E T H:



WHEREAS, the Company and the Shareholders are party to that certain Shareholders’ Agreement dated
[__________] 2010 (the “Shareholders’ Agreement”);



WHEREAS, Section 13.1 of the Shareholders’ Agreement provides that the Shareholders shall execute
this agreement upon the Company’s consummation of the Qualified Public Offering (as such term is
defined in the Shareholders’ Agreement);



WHEREAS, upon the Company’s consummation of the Qualified Public Offering (as such term is defined
in the Shareholders’ Agreement), certain provisions of the Shareholders’ Agreement will terminate
in accordance with the terms thereof;



WHEREAS, the Company has agreed to grant the Shareholders certain rights to cause the Company to
register the Shareholders’ Registrable Securities (as defined below), on the terms and subject to
the conditions set forth herein.



NOW, THEREFORE, in consideration of the agreements and covenants set forth above and herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




SECTION 1.




DEFINITIONS



     1.1. Defined Terms. As used in this Agreement:


“Black-Out Period” shall have the meaning provided in Section 2.9.



“Board of Directors” shall mean the board of directors of the Company.



“Company” shall have the meaning provided in the preamble.



“Commission” shall mean the United States Securities and Exchange Commission, or any other federal
agency administering the Securities Act and the Exchange Act at the time or any foreign law
equivalent.




 









 







“Demand Request” shall have the meaning provided in Section 2.1(a).



“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, or any
similar successor federal statute (or any foreign law equivalent), and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time, or such similar statute
of any other jurisdiction applicable to the Company.



“Indemnified Person” shall have the meaning provided in Section 2.6.



“Inspectors” shall have the meaning provided in Section 2.4(i).



“liability” shall have the meaning provided in Section 2.6.



“Person” shall mean any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated organization, government or
any agency or political subdivision thereof, or any other legal entity.



“Records” shall have the meaning provided in Section 2.4(i).



“Registrable Securities” shall mean (i) any Shares issued to the Shareholders prior to the date
hereof, (ii) any Shares issued to the Shareholders pursuant to Section 12 of the Agreement
of Limited Partnership of International Farmland Holdings, L.P. and (iii) any additional shares of
the Company issued or distributed by way of dividend, stock split or other distribution in respect
of such Shares referred to in Clauses (i) and (ii) above; provided, that a Registrable Security
shall cease to be a Registrable Security (i) when it is registered under the Securities Act (or
foreign law equivalent) and disposed of in accordance with the registration statement covering it
or (ii) with respect to any holder of Registrable Securities, at such time when all such holder’s
Registrable Securities may immediately be sold under Rule 144 without any volume or other
restrictions (or similar provisions then in effect or any foreign law equivalent) promulgated by
the Commission under the Securities Act.



“Registration Expenses” shall have the meaning provided in Section 2.5.



“Securities Act” shall mean the United States Securities Act of 1933, as amended, or any similar
successor federal statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time, or such similar statute and regulatory body of any foreign
jurisdiction applicable to such Registrable Securities.



“Selling Shareholders” shall have the meaning provided in Section 2.3.



“Shareholders” shall have the meaning provided in the preamble.



“Shelf Requests” shall have the meaning provided in Section 2.2.




 









 








SECTION 2.




REGISTRATION RIGHTS



     2.1. Demand Registration.



          (a) At any time after 180 days after the Qualified Public Offering, the holders of a majority
of the Registrable Securities may notify the Company that they intend to offer or cause to be
offered for public sale all or any portion of their Registrable Securities in the manner specified
in such request (the “Demand Request”). No later than five (5) days after receipt of such Demand
Request, the Company shall promptly deliver notice of such request to all Shareholders holding
Registrable Securities who shall then have thirty (30) days to notify the Company in writing of
their desire to be included in such registration. If the Demand Request contemplates an
underwritten public offering, the Company shall state such in the written notice and in such event
the right of any Person to participate in such registration shall be conditioned upon such Person’s
participation in such underwritten public offering and the inclusion of such Person’s Registrable
Securities in the underwritten public offering to the extent provided herein. The Company will use
its commercially reasonable efforts to expeditiously effect (but in any event no later than 180
days after the receipt of the Demand Request) the registration of all Registrable Securities whose
holders request participation in such registration under the Securities Act, but only to the extent
provided for in this Section 2; provided, however, that the Company shall
not be required to effect registration pursuant to a request under this Section 2 more than
once. Notwithstanding anything to the contrary contained herein, no request may be made under this
Section 2 within ninety (90) days after the effective date of a registration statement
filed by the Company covering a firm commitment underwritten public offering in which the holders
of Registrable Securities shall have been entitled to join and in which there shall have been
effectively registered a majority of the Registrable Securities as to which registration shall have
been requested. A registration will not count as a requested registration under this Section
2.1(a) unless and until the registration statement relating to such registration has been
declared effective by the Commission at the request of the initiating Shareholders;
provided, however, that a majority in interest of the participating holders of
Registrable Securities may request, in writing, that the Company withdraw a registration statement
which has been filed under this Section 2.1(a) but has not yet been declared effective, and
a majority in interest of such holders may thereafter request the Company to reinstate such
registration statement, if permitted under the Securities Act, or to file another registration
statement, in accordance with the procedures set forth herein and without reduction in the number
of demand registrations permitted under this Section 2.1(a).




          (b) If a requested registration involves an underwritten public offering and the managing
underwriter of such offering determines in good faith that the number of securities sought to be
offered should be limited due to market conditions, then the number of securities to be included in
such underwritten public offering shall be reduced to a number deemed
satisfactory by such managing underwriter; provided, that the shares to be excluded shall be
determined in the following order of priority: (i) securities to be registered by the Company
pursuant to such registration statement shall be the first to be reduced or excluded and (ii)
Registrable Securities of the Shareholders requesting registration shall be the last to be reduced
or excluded. If there is a reduction of the number of Registrable Securities pursuant to






 









 







clause
(ii), such reduction shall be made on a pro rata basis based upon the Registrable Securities sought
to be included by the Shareholders requesting registration, and, if such reduction exceeds 25% of
the Registrable Securities of Shareholders requested to be included in such offering, then the
registration shall not cause a reduction in the number of demand registrations permitted under
Section 2.1(a).




          (c) With respect to a request for registration pursuant to Section 2.1(a) which is for
an underwritten public offering, the managing underwriter shall be chosen by the Board of Directors
and approved by the holders of a majority of the Registrable Securities (which approval will not be
unreasonably withheld or delayed). The Company may not cause any other registration of securities
for sale for its own account (other than a registration effected solely to implement an employee
benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become
effective within ninety (90) days following the effective date of any registration required
pursuant to this Section 2.1.




     2.2. Form F-3. The Company shall use its commercially reasonable efforts to qualify
and remain qualified to register securities pursuant to a registration statement on Form F-3 (or
any successor form) under the Securities Act (or such comparable form of registration statement in
any other jurisdiction), if applicable to such Registrable Securities. A holder or holders holding
Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and
commissions, if any) in excess of $1,000,000 shall have the right to request three (3)
registrations on Form F-3 (or any successor form) for the Registrable Securities held by such
requesting holders (each, a “Shelf Request”). Such Shelf Requests shall be in writing and shall
state the number of shares of Registrable Securities to be disposed of and the intended method of
disposition of such shares by such holder or holders. No later than five (5) days after receipt of
such Shelf Request, the Company shall give notice to all other holders of the Registrable
Securities of the receipt of a request for registration pursuant to this Section 2 and such
Shareholders shall then have thirty (30) days to notify the Company in writing of their desire to
participate in the registration. The Company shall file the Form F-3 with the Commission within 60
days after the date of the Shelf Request and shall effect as promptly as practicable the
registration of all shares on Form F-3 (or a comparable successor form) to the extent requested by
such holders. The Company shall use its commercially reasonable efforts to keep such registration
statement effective until the earlier of 90 days or until such holders have completed the
distribution described in such registration statement.



     2.3. Piggyback Registration. If the Company proposes to register any of its
securities for sale to the public (except with respect to registration statements on Form F-4, or
S-8 or another form not available for registering the Registrable Securities for sale to the public
or such similar registration statements
in any other jurisdictions), each such time it will give written notice at the applicable
address of record to each holder of Registrable Securities of its intention to do so. Upon the
written request of any of such holders of the Registrable Securities, given within twenty (20) days
after receipt by such Person of such notice, the Company will, subject to the limits contained in
this Section 2, use its commercially reasonable efforts to cause all such Registrable
Securities of said requesting holders to be registered under the Securities Act and qualified for
sale under any state blue sky law, all to the extent required to permit such sale or other
disposition of said Registrable Securities; provided, however, that if the Company
is advised in writing in good faith by any managing underwriter of the Company’s securities being



 









 




offered in a public offering pursuant to such registration statement that the amount to be sold by
persons other than the Company (collectively, “Selling Shareholders”) is greater than the amount
which can be offered without adversely affecting the offering, the Company may reduce the amount
offered for the accounts of Selling Shareholders (including such holders of shares of Registrable
Securities) to a number deemed satisfactory by such managing underwriter; and provided further,
that (a) in no event shall the amount of Registrable Securities of selling Shareholders be reduced
below thirty percent (30%) of the total amount of securities included in such offering; and (b) any
Registrable Securities to be excluded shall be excluded pro rata based on the Registrable
Securities sought to be included by the Shareholders holding such Registrable Securities.




     2.4. Registration Procedures. If and whenever the Company is required by the
provisions of this Section 2 to use its commercially reasonable efforts to promptly effect
the registration of any of its securities under the Securities Act, the Company will:




     (a) use its commercially reasonable efforts diligently to prepare and file with the
Commission a registration statement on the appropriate form under the Securities Act with
respect to such securities, which form shall comply as to form in all material respects with
the requirements of the applicable form and include all financial statements required by the
Commission to be filed therewith, and use its commercially reasonable efforts to cause such
registration statement to become and remain effective until completion of the proposed
offering;




     (b) use its commercially reasonable efforts diligently to prepare and file with the
Commission such amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration statement
effective until the Shareholder or Shareholders have completed the distribution described in
such registration statement and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities covered by such registration
statement whenever the seller or sellers of such securities shall desire to sell or
otherwise dispose of the same, but only to the extent provided in this Section 2;




     (c) furnish to each selling holder and the underwriters, if any, such number of copies
of such registration statement, any amendments thereto, any documents incorporated by
reference therein, the prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as such
selling holder may reasonably request in order to facilitate the public sale or other
disposition of the securities owned by such selling holder;




     (d) use its commercially reasonable efforts to register or qualify the securities
covered by such registration statement under such other securities or state blue sky laws of
such jurisdictions as each selling holder shall request, and do any and all other acts and
things which may be necessary under such securities or blue sky laws to enable such selling
holder to consummate the public sale or other disposition in such jurisdictions of the
securities owned by such selling holder, except that the Company shall not for any such
purpose be required to qualify to do business as a foreign corporation in any jurisdiction
wherein it is not so qualified;



 









 






     (e) within a reasonable time before each filing of the registration statement or
prospectus or amendments or supplements thereto with the Commission, furnish to counsel
selected by the holders of Registrable Securities copies of such documents proposed to be
filed, which documents shall be subject to the approval of such counsel;




     (f) immediately notify each selling holder of Registrable Securities, such selling
holder’s counsel and any underwriter and (if requested by any such Person) confirm such
notice in writing, of the happening of any event which makes any statement made in the
registration statement or related prospectus untrue or which requires the making of any
changes in such registration statement or prospectus so that they will not contain any
untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein in the light of the circumstances under
which they were made not misleading; and, as promptly as practicable thereafter, prepare and
file with the Commission and furnish a supplement or amendment to such prospectus so that,
as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus
will not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading;




     (g) use its commercially reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a registration statement, and if one is issued use its
commercially reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement at the earliest possible moment;




     (h) if requested by the managing underwriter or underwriters (if any), any selling
holder, or such selling holder’s counsel, promptly incorporate in a prospectus supplement or
post-effective amendment such information as such Person requests to be included therein,
including, without limitation, with respect to the securities being sold by such selling
holder to such underwriter or underwriters, the purchase price being paid therefor by such
underwriter or underwriters and with respect to any other terms of an underwritten offering
of the securities to be sold in such offering, and promptly make all required filings of
such prospectus supplement or post-effective amendment;




     (i) make available to each selling holder, any underwriter participating in any
disposition pursuant to a registration statement, and any attorney, accountant or other
agent or representative retained by any such selling holder or underwriter
(collectively, the “Inspectors”), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the “Records”), as shall be
reasonably necessary to enable them to exercise their due diligence responsibility, and
cause the Company’s officers, directors and employees to supply all information requested by
any such Inspector in connection with such registration statement;




     (j) enter into any reasonable underwriting agreement required by the proposed
underwriter(s) for the selling holders, if any, and use its commercially reasonable efforts
to facilitate the public offering of the securities;



 









 






     (k) furnish to each prospective selling holder a signed counterpart, addressed to the
prospective selling holder, of (A) an opinion of counsel for the Company, dated the
effective date of the registration statement, and (B) a “comfort” letter signed by the
independent public accountants who have certified the Company’s financial statements
included in the registration statement, covering substantially the same matters with respect
to the registration statement (and the prospectus included therein) and (in the case of the
accountants’ letter) with respect to events subsequent to the date of the financial
statements, as are customarily covered (at the time of such registration) in opinions of the
Company’s counsel and in accountants’ letters delivered to the underwriters in underwritten
public offerings of securities;




     (l) cause the securities covered by such registration statement to be listed on the
securities exchange or quoted on the quotation system on which the securities of the same
class as the Registrable Securities are then listed or quoted (or if the Registrable
Securities are not yet listed or quoted, then on such exchange or quotation system as the
selling holders of Registrable Securities and the Company shall determine);




     (m) otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission and make generally available to its security
holders, in each case as soon as practicable, but not later than 30 days after the close of
the period covered thereby, an earnings statement of the Company which will satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any comparable
successor provisions);




     (n) otherwise cooperate with the underwriter(s), the Commission and other regulatory
agencies and take all actions and execute and deliver or cause to be executed and delivered
all documents necessary to effect the registration of any securities under this Section
2; and




     (o) during the period when the prospectus is required to be delivered under the
Securities Act, promptly file all documents required to be filed with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act.



     2.5. Expenses. All expenses incurred by the Company or the Shareholders in effecting
the registrations provided for in Sections 2.1, 2.2, and 2.3, including,
without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel for the Company, and one counsel
for the Shareholders participating in such registration as a group (selected by a majority in
interest of the holders of Registrable Securities who participate in the registration) underwriting
expenses (other than fees, commissions or discounts), expenses of any audits incident to or
required by any such registration and expenses of complying with the securities or blue sky laws of
any jurisdictions (all of such expenses referred to as “Registration Expenses”), shall be paid by
the Company.



     2.6. Indemnification.



          (a) The Company shall indemnify and hold harmless each Shareholder that is a selling holder of
Registrable Securities (including its partners (including partners of partners





 









 







and shareholders of
such partners)), each underwriter (as defined in the Securities Act), and directors, officers,
employees and agents of any of them, and each other Person who participates in the offering of such
securities and each other Person, if any, who controls (within the meaning of the Securities Act)
such seller, underwriter or participating Person (individually and collectively and for purposes of
this Section 2.6, the “Indemnified Person”) against any losses, claims, damages or
liabilities (collectively, the “liability”), joint or several, to which such Indemnified Person may
become subject under the Securities Act or any other statute or at common law, insofar as such
liability (or action in respect thereof) arises out of or is based upon (i) any untrue statement or
alleged untrue statement of any fact contained, on the effective date thereof, in any registration
statement under which such securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii)
any omission or alleged omission to state therein a fact required to be stated therein or necessary
to make the statements therein not misleading, or (iii) any violation by the Company of the
Securities Act, any state securities or “blue sky” laws or any sale or regulation thereunder in
connection with such registration, or (iv) any breach of the Company’s obligations under this
Section 2. Except as otherwise required by law, the Company shall reimburse each such
Indemnified Person in connection with investigating or defending any such liability;
provided, however, that the Company shall not be liable to any Indemnified Person
in any such case to the extent that any such liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in such registration
statement, preliminary or final prospectus, or amendment or supplement thereto in reliance upon and
in conformity with information furnished in writing to the Company by such Person specifically for
use therein. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Person and shall survive transfer of such securities by
such seller.




          (b) Each Shareholder holding any securities included in such registration being effected shall
indemnify and hold harmless each other selling holder of any securities, the Company, its directors
and officers, each underwriter and each other Person, if any, who controls (within the meaning of
the Securities Act) the Company or such underwriter (individually and collectively and for purposes
of this Section 2.6 also the “Indemnified Person”), against any liability, joint or
several, to which any such Indemnified Person may become subject under the Securities Act or any
other statute or at common law, insofar as such liability (or actions in
respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue
statement of any material fact contained, on the effective date thereof, in any registration
statement under which securities were registered under the Securities Act at the request of such
selling Shareholder, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, or (ii) any omission or alleged omission by such selling
Shareholder to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in the case of (i) and (ii) to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or alleged omission was
made in such registration statement, preliminary or final prospectus, amendment or supplement
thereto in reliance upon and in conformity with information furnished in writing to the Company by
such selling Shareholder specifically for use therein. Such selling Shareholder shall reimburse
any Indemnified Person for any legal fees incurred in investigating or defending any such
liability; provided, however, that in no event shall the liability of any
Shareholder for indemnification under this Section 2.6(b) in its capacity as a seller of
Registrable Securities





 









 







exceed the lesser of (i) that proportion of the total of such losses,
claims, damages, expenses or liabilities indemnified against equal to the proportion of the total
securities sold under such registration statement which is being held by such Shareholder, or (ii)
the amount equal to the proceeds to such Shareholder of the securities sold in any such
registration. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Person and shall survive transfer of such securities by
such seller.




          (c) Indemnification similar to that specified in Sections 2.6(a) and (b) shall
be given by the Company and each selling holder (with such modifications as may be appropriate)
with respect to any required registration or other qualification of their securities under any
federal or state law or regulation of governmental authority other than the Securities Act.




          (d) In the event the Company, any selling holder or other Person receives a complaint, claim
or other notice of any liability or action, giving rise to a claim for indemnification under
Sections 2.6(a), (b) or (c) above, the Person claiming indemnification under such
paragraphs shall promptly notify the Person against whom indemnification is sought of such
complaint, notice, claim or action, and such indemnifying Person shall have the right to
investigate and defend any such loss, claim, damage, liability or action.




          (e) If the indemnification provided for in this Section 2.6 for any reason is held by
a court of competent jurisdiction to be unavailable to an Indemnified Person in respect of any
losses, claims, damages expenses or liabilities referred to therein, then each indemnifying party
under this Section 2.6, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, the Shareholder, or Shareholders and the underwriters
from the offering of Registrable Securities or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of the Company, the
other Shareholders and the underwriters in connection with the statements or omissions which
resulted in such losses, claims, damages expenses or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company, the Shareholders and the
underwriters shall be deemed to be in the same respective proportions that the net proceeds
from the offering (before deducting expenses) received by the Company, the Shareholders, and
the underwriting discount received by the underwriters, in each case as set forth in the table on
the cover page of the applicable prospectus, bear to the aggregate public offering price of the
Registrable Securities. The relative fault of the Company, the Shareholders and the underwriters
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company, the Shareholders, or the underwriters and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.




     The Company and the Shareholders agree that it would not be just and equitable if contribution
pursuant to this Section 2.6(e) were determined by pro rata or per capita allocation or by
any other method of allocation which does not take account the equitable considerations referred to
in the immediately preceding paragraph. In no event, however, shall a Shareholder be



 









 




required to
contribute under this Section 2.6(e) in excess of the lesser of (i) that proportion of the
total of such losses, claims, damages expenses or liabilities indemnified against equal to the
proportion of the total Registrable Securities sold under such registration statement which are
being sold by such Shareholder or (ii) the net proceeds received by such Shareholder from its sale
of Registrable Securities under such registration statement. No Person found guilty of fraudulent
representation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not found guilty of such fraudulent misrepresentation.




          (f) The amount paid by an indemnifying party or payable to an Indemnified Person as a result
of the losses, claims, damages, expenses and liabilities referred to in this Section 2.6
shall be deemed to include, subject to limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim, payable as the same are incurred. The indemnification and contribution
provided for in this Section 2.6 will remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Parties or any other officer, director,
employee, agent or controlling person of the Indemnified Parties. No indemnifying party, in the
defense of any such claim or litigation, shall enter into a consent or entry of any judgment or
enter into a settlement without the consent of the Indemnified Person, which consent will not be
unreasonably withheld or delayed.




     2.7. Compliance with Rule 144. In the event that the Company (i) registers a class of
securities under Section 12 of the Exchange Act or (ii) shall commence to file reports under
Section 13 or 15(d) of the Exchange Act, the Company will use its commercially reasonable efforts
thereafter to file with the Commission such information as is required under the Exchange Act for
so long as there are Shareholders; and in such event, the Company shall use its commercially
reasonable efforts to take all action as may be required as a condition to the availability of Rule
144 under the Securities Act (or any comparable successor rules). The Company shall furnish to any
holder of Registrable Securities upon request a written statement executed by the Company as to the
steps it has taken to comply with the current public information requirement of Rule 144 (or such
comparable successor rules). Subject to the limitations on transfers imposed by this Section
2,
the Company shall use its commercially reasonable efforts to facilitate and expedite transfers
of Registrable Securities pursuant to Rule 144 under the Securities Act, which efforts shall
include timely notice to its transfer agent to expedite such transfers of Registrable Securities.



     2.8. Rule 144A Information. The Company shall, upon written request of any
Shareholder, provide to such Shareholder and to any prospective institutional transferee of the
securities designated by such Shareholder, such financial and other information as is available to
the Company or can be obtained by the Company without material expense and as such Shareholder may
reasonably determine is required to permit such transfer to comply with the requirements of Rule
144A promulgated under the Securities Act.



     2.9. Postponement. The Company may postpone the filing of any registration statement
required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate
during any twelve-month period, if the Company has been advised by legal counsel that such filing
would require a special audit or the disclosure of a material impending



 









 




transaction or other matter
and the Company’s Board of Directors determines reasonably and in good faith that such disclosure
would have a material adverse effect on the Company (a “Black-Out Period”). Upon notice of the
existence of a Black-Out Period from the Company to any Shareholder or Shareholders with respect to
any registration statement already effective, such Shareholder or Shareholders shall refrain from
selling their Registrable Securities under such registration statement until such Black-Out Period
has ended; provided, however, that the Company shall not impose a Black-Out Period
with respect to any registration statement that is already effective more than once during any
period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty
(60) days.




     2.10. Market Stand-Off. Each Shareholder agrees, that if requested by the Company and
an underwriter of Registrable Securities of the Company in connection with any public offering of
the Company, not to directly or indirectly offer, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
for the sale of or otherwise dispose of or transfer (i) any Shares issued to it prior to the
Qualified Public Offering and (ii) any additional shares of the Company issued or distributed by
way of dividend, stock split or other distribution in respect of such Shares referred to in clause
(i) above, held by it for such period, not to exceed ninety (90) days following the effective date
of the relevant registration statement in connection with any public offering of Registrable
Securities, as such underwriter shall specify reasonably and in good faith, provided,
however, that this obligation of the Shareholders is conditioned upon all officers and
directors of the Company and all holders of 1% or greater of the voting securities of the Company
entering into similar agreements.



     2.11. Transferability of Registration Rights. The registration rights set forth in this Section 2 shall be automatically
transferred to each transferee of Registrable Securities that consents in writing to be bound by
the terms and conditions of this Agreement.



     2.12. Damages. The Company recognizes and agrees that each holder of Registrable
Securities will not have an adequate remedy if the Company fails to comply with the terms and
provisions of this Section 2 and that damages will not be readily ascertainable, and the
Company expressly agrees that, in the event of such failure, it shall not oppose an application by
any holder of Registrable Securities or any other Person entitled to the benefits of this
Section 2 requiring specific performance of any and all provisions hereof or enjoining the
Company from continuing to commit any such breach of this Section 2.



     2.13. Obligations to be Assumed by the Issuer. In the event that the Company is not
the issuer of the Registrable Securities, the Company shall cause such issuer to assume the
obligations of the Company as set forth in this Section 2 (such that the issuer will be
obligated to perform the obligations of the Company under this Section 2 as if such issuer
were the Company) by written instrument executed by the issuer of such Registrable Securities for
the benefit of the Shareholders. The Company shall not sell, assign or transfer all or
substantially all of its assets unless the purchaser, assignor or transferee agrees to assume the
obligations of the Company under this Section 2.



 









 





     2.14. Additional Registration Rights. No future registration rights may be granted
without consent of Shareholders holding a majority of the Registrable Securities unless such
registration rights are pari passu or subordinate to those set forth herein.



SECTION 3.

MISCELLANEOUS




     3.1. Termination. This Agreement and the obligations of the Company hereunder with
respect to any Shareholder (other than with respect to Section 2.6) shall terminate on the
first date on which such Shareholder no longer holds any Registrable Securities.



     3.2. Notices.



          (a) Any notice, request, demand, approval or other communication required or permitted to be
given to a party pursuant to the provisions of this Agreement will be in writing and will be
effective and deemed given under this Agreement on the earliest of: (i) the date of personal
delivery, (ii) the date of transmission by facsimile, with confirmed transmission and receipt,
(iii) two (2) days after deposit with a nationally recognized courier or overnight service such as
Federal Express, or (iv) five (5) days after mailing via certified mail, return receipt
requested. All notices not delivered personally or by facsimile will be sent with postage and
other charges prepaid and properly addressed to the party to be notified at the address set forth
for such party:



If to the Company:



Adecoagro S.A.

13-15, avenue de la Liberté,

L-1931 Luxembourg

RCS Luxembourg B 103123

Facsimile: 5411-4836-8639

Attention: Emilio Gnecco and Mariano Bosch



and



International Farmland Holdings LLC

Catamarca 3454

B1640FWB I Martínez

Pcia de Buenos Aires

Argentina

Facsimile: 5411-4836-8639

Attention: Emilio Gnecco and Mariano Bosch



With a copy (which shall not constitute notice) to each of:



Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza






 









 







New
York, New York 10005

USA

Facsimile: (212) 822-5735 and (212) 822-5602

Attention: Marcelo A. Mottesi, Esq. and Roland Hlawaty, Esq.



and



Elvinger, Hoss & Prussen

2 Place Winston Churchill

L-2014 Luxembourg

Facsimile: 352 44 22 55

Attention: Toinon Hoss





     If to any Shareholder, to the address and facsimile provided on the signature page for
such Shareholder.



          (b) Any party hereto (and such party’s permitted assigns) may change such party’s address for
receipt of future notices hereunder by giving written notice to the other parties hereto.




     3.3. Governing Law.



          (a) This Agreement and the rights of the Shareholders hereunder shall be governed by, and
interpreted in accordance with, the laws of the State of New York, without regard to any conflicts
of law jurisprudence.




          (b) Solely as it relates to actions for specific performance, restraining orders or other
injunctive relief and actions to enforce an arbitration award, each of the parties hereto
irrevocably submits to the jurisdiction of the New York State courts and the federal courts sitting
in the County of New York, State of New York and agrees that all matters involving this Agreement
shall be heard and determined in such courts. Each of the parties hereto waives irrevocably the
defense of inconvenient forum to the maintenance of such action or proceeding. Each of the parties
hereto designates Corporation Service Company, as its agent for service of process in the State of
New York, which designation may only be changed on not less than ten (10) days’ prior notice to all
of the other parties. The Company agrees to pay the reasonable fees and expenses of Corporation
Service Company for acting in such capacity.




     3.4. Successors. This Agreement shall be binding upon, and inure to the benefit of,
the parties and their successors and permitted assigns.



     3.5. Pronouns. Whenever from the context it appears appropriate, each term stated in
either the singular or the plural shall include the singular and the plural, and pronouns stated in
either the masculine, the feminine or the neuter gender shall include the masculine, feminine and
neuter.



     3.6. Table of Contents and Captions Not Part of Agreement. The table of contents and
captions contained in this Agreement are inserted only as a matter of convenience and in no way
define, limit or extend the scope or intent of this Agreement or any provisions hereof.



 









 





     3.7. Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction or in any respect, then the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired, and the
Shareholders shall act in good faith and use their best efforts to amend or substitute such
invalid, illegal or unenforceable provision with enforceable and valid provisions which would
produce as nearly as possible the original intent of the Shareholders without renegotiation of any
material terms and conditions stipulated herein.



     3.8. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same instrument.



     3.9. Entire Agreement and Amendment. This Agreement and the other written agreements
described herein between the parties hereto entered into as of the date hereof, constitute the
entire agreement between the Shareholders and the Company relating to the subject matter hereof.
In the event of any conflict between this Agreement or such other written agreements, the terms and
provisions of this Agreement shall govern and control.



     3.10. Further Assurances. Each Shareholder agrees to execute and deliver any and all
additional instruments and documents and do any and all acts and things as may be necessary or
expedient to effectuate more fully this Agreement or any provisions hereof.



     3.11. No Third Party Rights. The provisions of this Agreement are for the exclusive
benefit of the Shareholders and the Company, and no other party (including, without limitation, any
creditor of the Company) shall have any right or claim against any Shareholder by reason of those
provisions or be entitled to enforce any of those provisions against any Shareholder.



     3.12. Remedies Cumulative. The rights and remedies given in this Agreement and by law
to a Shareholder shall be deemed cumulative, and the exercise of any one of such remedies shall not
operate to bar the exercise of any other rights and remedies reserved to a Shareholder under the
provisions of this Agreement or given to a Shareholder by law. In the event of any dispute between
the parties hereto, the prevailing party shall be entitled to recover from the other party
reasonable attorney’s fees and costs incurred in connection therewith.



     3.13. No Waiver. One or more waivers of the breach of any provision of this Agreement
by any Shareholder shall not be construed as a waiver of a subsequent breach of the same or any
other provision, nor shall any delay or omission by a Shareholder to seek a remedy for any breach
of this Agreement or to exercise the rights accruing to a Shareholder by reason of such breach be
deemed a waiver by a Shareholder of its remedies and rights with respect to such breach.