exv10w41






Exhibit 10.41




EXECUTION VERSION




SECURITIES SUBSCRIPTION AGREEMENT




DATED AS OF JANUARY 6, 2011



BY AND AMONG



ADECOAGRO S.A.



AND



AL GHARRAFA INVESTMENT COMPANY




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.1
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II SUBSCRIPTION AND ISSUE OF SECURITIES; PRICING
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	Subscription and Issue of Securities	 	 	1	 
	Section 2.2
	 	Pricing	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE III CLOSING; CONDITIONS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.1
	 	Closing	 	 	2	 
	Section 3.2
	 	Conditions to Investor’s and
Company’s Obligations to Close	 	 	2	 
	Section 3.3
	 	Conditions to Investor’s Obligations to Close	 	 	2	 
	Section 3.4
	 	Conditions to Company’s Obligations to Close	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Corporate Authority	 	 	3	 
	Section 4.2
	 	Authorization; Enforceability	 	 	4	 
	Section 4.3
	 	No Conflicts	 	 	4	 
	Section 4.4
	 	No Consents	 	 	4	 
	Section 4.5
	 	Issuance of Securities	 	 	5	 
	Section 4.6
	 	Underwriting Agreement
Representations and Warranties	 	 	5	 
	Section 4.7
	 	Private Placement	 	 	5	 
	Section 4.8
	 	Registration Statement	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.1
	 	Organization; Authority	 	 	6	 
	Section 5.2
	 	No Violation	 	 	6	 
	Section 5.3
	 	Investment Purpose; Accredited
Investor; Access to Information	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE VI TRANSFER RESTRICTIONS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.1
	 	Transfer Restrictions	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE VII COVENANTS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.1
	 	Registration Statement	 	 	7	 
	Section 7.2
	 	Publicity	 	 	7	 
	Section 7.3
	 	Registration Rights	 	 	8	 
	Section 7.4
	 	Indemnification	 	 	8	 
	Section 7.5
	 	Use of Proceeds	 	 	9	 







 









 






	 	 	 	 	 	 	 

	 	 	 	 	Page	 
	ARTICLE VIII MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.1
	 	Further Assurances	 	 	9	 
	Section 8.2
	 	Expenses	 	 	9	 
	Section 8.3
	 	Assignment	 	 	9	 
	Section 8.4
	 	Notices	 	 	9	 
	Section 8.5
	 	Amendment; Waiver	 	 	10	 
	Section 8.6
	 	Successors and Assigns	 	 	10	 
	Section 8.7
	 	Entire Agreement	 	 	11	 
	Section 8.8
	 	Severability	 	 	11	 
	Section 8.9
	 	Governing Law; Jurisdiction	 	 	11	 
	Section 8.10
	 	Waiver of Sovereign Immunity	 	 	11	 
	Section 8.11
	 	Headings	 	 	12	 
	Section 8.12
	 	Counterparts	 	 	12	 
	Section 8.13
	 	Term	 	 	12	 






 ii 





 









 








SECURITIES SUBSCRIPTION AGREEMENT



This Securities Subscription Agreement (this “Agreement”) is entered into as of January 6,
2011, between Adecoagro S.A., a société anonyme incorporated under the laws of Luxembourg with
registered offices at 13-15 Avenue de la Liberté, L-1931 Luxembourg and registered under number
Luxembourg B 153 681 (the “Company”) and Al Gharrafa Investment Company, a Cayman
corporation with its registered offices at Walker House, 87 Main Street, George Town, Grand Cayman
KY1-9005, Cayman Islands and registered under number 208962. (the “Investor”).




WITNESSETH:




          WHEREAS, on or about the date hereof, the Company will confidentially submit Amendment No. 4
(“Amendment No. 4”) to its Registration Statement on Form F-1 (as amended from time to
time, the “Registration Statement”) to the U.S. Securities and Exchange Commission (the
“Commission”) relating to the initial public offering (“Initial Offering”) of the
Company’s common shares, par value $1.00 per share (“Common Shares”); and




          WHEREAS, immediately following the Initial Offering, the Investor desires to subscribe to and
the Company desires to issue to the Investor Common Shares to be calculated in the manner set forth
herein.




          NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties
and covenants herein contained, the parties hereto hereby agree as follows:




ARTICLE I




          Section 1.1 Definitions. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in Annex I.




ARTICLE II




SUBSCRIPTION AND ISSUE OF SECURITIES; PRICING



          Section 2.1 Subscription and Issue of Securities. Upon the terms and subject to the
conditions of this Agreement, and subject to and immediately following the consummation of the
Initial Offering, at the Closing (as defined below), the Investor hereby subscribes to and from the
Company, and the Company shall, upon receipt of the Issue Price (as defined below), issue and
deliver to the Investor, a number of Common Shares (the “Purchased Common Shares”) equal to
the Purchased Common Share Amount, free and clear of all liens or encumbrances (other than those
created by virtue of this Agreement). Upon the terms and subject to the conditions of this
Agreement, at the Closing the Investor shall pay or cause to be paid to the Company by wire
transfer in immediately available funds to an account designated by the Company an aggregate amount
in cash equal to the product of (i) the Per Share Price, multiplied by (ii) the Purchased Common
Share Amount (such product, the “Issue Price”). In








 









 







consideration for the foregoing, the Company shall, upon receipt of the Issue Price, issue and
deliver to the Investor the Purchased Common Shares.




          Section 2.2 Pricing. Notwithstanding Section 2.1, if the price per Common
Share to the public in the Initial Offering is greater than top of the price range included in the
preliminary prospectus first filed publicly with the Securities and Exchange Commission (as
adjusted for any stock split, stock dividend, recapitalization or similar event and an estimate of
such range included in Amendment No. 4 is set forth in Exhibit C attached hereto), the Investor
shall only have the option, but not the obligation, to subscribe for a number of Common Shares
equal to the Purchased Common Share Amount on the same terms and subject to the same conditions
contained in this Agreement.




ARTICLE III




CLOSING; CONDITIONS



          Section 3.1 Closing. The closing of the subscription and issue of the Purchased
Common Shares (the “Closing”) shall take place, subject to the conditions set forth in
Section 3.2 below, immediately following the consummation of the Initial Offering (such
date, the “Closing Date”) at the offices of Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan
Plaza, New York, New York 10005 or at such other place as the Company and the Investor may mutually
agree. At the Closing, the Company shall deliver to the Investor evidence reasonably satisfactory
to the Investor evidencing ownership of the Purchased Common Shares




          Section 3.2 Conditions to Investor’s and Company’s Obligations to Close. The
obligations of the Investor to subscribe, and the Company to issue, the Purchased Common Shares
shall be conditioned upon and subject to the satisfaction (or waiver by both the Investor and the
Company) of the following conditions:




          (a) the purchase by the underwriters of the Common Shares in the Initial Offering;




          (b) the Initial Offering satisfying the definition of “Qualified Public Offering” in that
certain Shareholders Agreement of the Company, by and among the Company and the Shareholders
thereto, dated as of October 30, 2010; and




          (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by any court or governmental authority of competent
jurisdiction that prohibits the consummation of any of the transactions contemplated by the
Transaction Agreements.




          Section 3.3 Conditions to Investor’s Obligations to Close. The obligation of the
Investor to subscribe the Purchased Common Shares shall be conditioned upon and subject to the
satisfaction (or waiver by the Investor) of the following conditions:








2









 








          (a) the representations and warranties of the Company contained in this Agreement shall be
true and correct as of the Closing Date with the same effect as though such representations and
warranties had been made on and as of such date;




          (b) the entrance by the Company into a registration rights agreement, substantially in the
form attached hereto as Exhibit A (the “Registration Rights Agreement” and together
with this Agreement, the “Transaction Agreements”); and




          (c) the delivery to the Investor of a legal opinion in a form and substance reasonably
acceptable to the Investor from Milbank, Tweed, Hadley & McCloy LLP, special U.S. counsel to the
Company, and from Elvinger, Hoss & Prussen, special Luxembourg counsel to the Company.




          Section 3.4 Conditions to Company’s Obligations to Close. The obligation of the
Company to issue the Purchased Common Shares shall be conditioned upon and subject to the
satisfaction (or waiver by the Company) of the following conditions:




          (a) the representations and warranties of the Investor contained in this Agreement shall be
true and correct as of the Closing Date with the same effect as though such representations and
warranties had been made on and as of such date;




          (b) the entrance by the Investor into the Registration Rights Agreement; and




          (c) the entrance by the Investor into a lock-up agreement (the “Lock-Up Agreement”)
with the underwriters of the Common Shares in the Initial Offering, substantially in the form
attached hereto as Exhibit B.




ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF THE COMPANY



          The Company represents and warrants, as of the date hereof and as of the date of the Closing
except if the representation speaks as of an earlier date in which case such representation is as
of such date, to the Investor as follows:




          Section 4.1 Corporate Authority. The Company has been duly incorporated and is
existing as a corporation under the laws of Luxembourg, with power and authority (corporate and
other) to own or lease its properties and conduct its business as described in the General
Disclosure Package; and the Company is duly qualified to conduct its business pursuant to its
articles of incorporation in Luxembourg and is duly qualified to do business as a foreign
corporation in each other jurisdiction in which its ownership or lease of property or the conduct
of its business requires such qualification, except where the failure to be so duly qualified would
not, individually or in the aggregate, result in any material adverse change (i) in the condition
(financial or otherwise), results of operations, business, properties or prospects of the Company
and its subsidiaries taken as a whole or (ii) that could prevent or delay, in any material respect,
the ability of Company to perform any of its covenants or obligations under the Transaction
Agreements, or








3









 







to consummate the issuance of the Purchased Common Shares or the other transactions
contemplated hereby and thereby ((i) and (ii) together a “Material Adverse
Effect”).




          Section 4.2 Authorization; Enforceability. The Company has the requisite corporate
power and authority to enter into the Transaction Agreements and to perform its obligation
hereunder and thereunder. All corporate action on the part of the Company, its officers, directors
and shareholders necessary for the authorization, execution and delivery of the Transaction
Agreements, the performance of all obligations of the Company hereunder and thereunder, and the
authorization, issuance and delivery of the Purchased Common Shares has been taken and no other
corporate proceedings on the part of the Company, its officers, directors, or shareholders are
necessary to authorize and approve the Transaction Agreements or the transactions contemplated
hereby and thereby. This Agreement constitutes a valid and legally binding obligation of the
Company enforceable against the Company in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies. When entered into by the
Investor and the Company, the Registration Rights Agreement will constitute, a valid and legally
binding obligation of the Company enforceable against the Company in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other equitable remedies.




          Section 4.3 No Conflicts. The execution, delivery and performance of this Agreement
by the Company, and the issuance of the Purchased Common Shares by the Company will not result in a
breach or violation of any of the terms and provisions of, or constitute a default or a Debt
Repayment Triggering Event (as defined below) under, or result in the imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
pursuant to, (A) the charter, by-laws or other constitutive documents of the Company or any of its
subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any
of their properties, or (C) any agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any
of the properties of the Company or any of its subsidiaries is subject; a “Debt Repayment
Triggering Event” means any event or condition that gives, or with the giving of notice or
lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or
any person acting on such holder’s behalf) the right to require the repurchase, redemption or
repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.




          Section 4.4 No Consents. No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is required for the issue of the
Purchased Common Shares by the Company or the consummation by the Company of the transactions
contemplated by the Transaction Agreements, except (A) such consents, approvals, authorizations,
orders, registrations or qualifications as may be required under Regulation D of the Securities Act
of 1933, as amended (the “Securities Act”), state securities or Blue Sky laws, or (B) where the
failure to obtain any such consent, approval, authorization, order, registration or qualification
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.








4









 








          Section 4.5 Issuance of Securities. The Purchased Common Shares to be issued to the
Investor at the Closing pursuant to the terms of this Agreement have been duly authorized and, when
such Purchased Common Shares have been duly paid for in accordance with this Agreement and issued
to the Investor, such Purchased Common Shares will have been, validly issued and fully paid. The
statements set forth in the Registration Statement under the caption “Description of Share Capital”
insofar as they purport to constitute a summary of the Common Shares are accurate in all material
respects.




          Section 4.6 Underwriting Agreement Representations and Warranties. The
representations and warranties contained in the underwriting agreement (the “Underwriting
Agreement”) to be entered into by the Company and the underwriters for the purchase by the
underwriters of Common Shares for offer to the public in the Initial Offering, will be true and
correct as of the Closing Date.




          Section 4.7 Private Placement. Assuming the accuracy of the Investor’s
representations and warranties set forth in Article V of this Agreement, no registration under the
Securities Act is required for the offer and issue of the Purchased Common Shares by the Company to
the Investor.




          Section 4.8 Registration Statement. As of the effective date of the Registration
Statement, the Registration Statement will conform, and as of the applicable filing date of the
prospectus in the form filed pursuant to Rule 424(b) under the Securities Act (the
“Prospectus”) and any further amendments or supplements to the Registration Statement and
the Prospectus will conform, in all material respects to the requirements of the Securities Act and
the rules and regulations of the Commission thereunder and will not, as of the applicable effective
date as to each part of the Registration Statement and as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with information furnished in
writing to the Company by the Investor, it being understood and agreed that the only such
information furnished by the Investor consists of the Investor’s name, address and the Investor’s
beneficial ownership of the Company’s Common Shares.




          Section 4.9 Corrupt or Illegal Business Practices. The Company has not, directly or
indirectly, obtained or induced the procurement of this Agreement or any contract, consent,
approval, right, interest, privilege or other obligation or benefit related to this Agreement or
its other dealings with the Investor or its affiliates through any corrupt or illegal business
practice or act.




ARTICLE V




REPRESENTATIONS AND WARRANTIES OF THE INVESTOR



          The Investor represents and warrants, as of the date hereof and as of the date of the Closing,
to the Company as follows:








5









 








          Section 5.1 Organization; Authority. The Investor is an entity duly organized or
formed, validly existing and in good standing, to the extent such concept applies to it, under the
laws of its jurisdiction of organization or formation and has taken all action necessary on its
part (and, to the extent applicable, each of its members, partners or equityholders have taken all
necessary required action) for the authorization, execution and delivery of this Agreement and the
performance of all obligations of the Investor hereunder. This Agreement constitutes a valid and
legally binding obligation of the Investor enforceable against the Investor in accordance with its
terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of
debtors and rules of law governing specific performance, injunctive relief or other equitable
remedies. When entered into by the Investor and the Company, the Registration Rights Agreement will
constitute, a valid and legally binding obligation of the Investor enforceable against the Investor
in accordance with its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific performance, injunctive
relief or other equitable remedies.




          Section 5.2 No Violation. The execution, delivery and performance of the Transaction
Agreements does not and will not (i) conflict with or result in any breach of any of, constitute a
default under, or result in a violation of any law, rule, regulation or judgment applicable to the
Investor, (ii) conflict with, or result in a breach of the organizational documents of the
Investor, (iii) violate or conflict in any respect with, or result in a breach of any provision of,
or constitute a default under, or result in the creation of any lien or encumbrance upon any of the
assets of the Investor under, any of the terms, conditions or provisions of any agreement or other
obligation of the Investor, except in the case of clauses (i) and (iii) above, for such breaches,
defaults, violations or conflicts which would not, individually or in the aggregate, reasonably be
expected to prevent or delay, in any material respect, the ability of the Investor to perform any
of its covenants or obligations under the Transaction Agreements, or to consummate the purchase of
the Purchased Common Shares or the other transactions contemplated hereby and thereby.




          Section 5.3 Investment Purpose; Accredited Investor; Access to Information.




          (a) The Investor hereby acknowledges that the Purchased Common Shares have not been
registered under the Securities Act and may not be offered or sold except pursuant to registration
or to an exemption from the registration requirements of the Securities Act. The Investor
acknowledges and agrees that the Company may provide instructions to the transfer agent consistent
with the foregoing sales restrictions, including with respect to legending and with respect to any
opinions and certificates the Company may reasonably require to permit resales to be made in
accordance with applicable law. The Purchased Common Shares to be acquired by the Investor pursuant
to this Agreement are being acquired for its own account and with no intention of distributing or
reselling such Purchased Common Shares or any part thereof in any transaction that would be in
violation of the securities laws of the United States, any state of the United States or any
foreign jurisdiction. The Investor further agrees that it has not entered and prior to the Closing
will not enter into any contractual arrangement with respect to the distribution, sale, transfer or
delivery of the Purchased Common Shares, other than (i) in accordance with this Agreement or (ii)
with the prior written consent of the Company.








6









 








          (b) The Investor is an “accredited investor” as such term is defined in Section 2(a)(15) of
the Securities Act and within the meaning of Rule 501 of Regulation D under the Securities Act, as
presently in effect.




          (c) The Investor is sufficiently experienced in financial and business matters to be capable
of evaluating the merits and risks involved in purchasing the Purchased Common Shares and to make
an informed decision relating thereto. Without limiting the representations and warranties in
Article IV or the rights of the Investor Indemnified Persons pursuant to Section 7.4, (i)
the Investor has been furnished with the materials relating to the business, operations, financial
condition, assets, liabilities of the Company and other matters relevant to the Investor’s
investment in the Purchased Common Shares, which have been requested by the Investor, and (ii) the
Investor has had adequate opportunity to ask questions of, and receive answers from, the officers,
employees, agents, accountants, and representatives of the Company concerning the business,
operations, financial condition, assets, liabilities of the Company and all other matters relevant
to its investment in the Purchased Common Shares.




ARTICLE VI




TRANSFER RESTRICTIONS



          Section 6.1 Transfer Restrictions. Any attempt to transfer any Purchased Common
Shares in violation of the terms of this Agreement shall be null and void, and none of the Company
or any transfer agent shall register upon its books any transfer of Purchased Common Shares by the
Investor to any Person except a transfer which is not in violation of this Agreement.




ARTICLE VII




COVENANTS



          Section 7.1 Registration Statement. The Investor agrees and acknowledges that the
Company is required to disclose the transactions contemplated by this Agreement in the Registration
Statement and file the Transaction Agreements as exhibits to the Registration Statement. The
Investor shall have the right to approve any disclosure referencing the Investor in the
Registration Statement.




          Section 7.2 Publicity. Except as may be required by applicable law, neither party to
this Agreement shall make, or cause to be made, any press release or public announcement or
otherwise communicate with any news media in respect of this Agreement or the transactions
contemplated hereby without the prior written consent of the other party. The Company and the
Investor shall cooperate as to the timing and contents of any such press release or public
announcement. The Company shall afford the Investor a reasonable opportunity to review and comment
on any description of the Investor that is to be included in any amendment to the Registration
Statement.








7









 








          Section 7.3 Registration Rights. Each of the Investor and the Company covenants to
the other party hereto that it will enter into the Registration Rights Agreement immediately prior
to the Closing and the Investor covenants to the Company that it will enter into the Lock-Up
Agreement at or prior to the time the Company enters into the Underwriting Agreement.




          Section 7.4 Indemnification.




          (a) Survival of Representations and Warranties. Each of the representations
and warranties of the Company and the Investor contained in this Agreement shall expire on
the
30th day following the filing with the Commission of the Company’s Annual Report on
Form 20-F for the year ended December 31, 2011. After the expiration of such period, any claim by a
party hereto based upon any such representation or warranty shall be of no further force and
effect, except to the extent a party has asserted a claim prior to the expiration of such period
for breach of any such representation or warranty prior to the expiration of such period, in which
event any representation or warranty to which such claim relates shall survive with respect to such
claim until such claim is resolved. The covenants and agreements of the parties hereto contained in
this Agreement shall survive the Closing until performed in accordance with their terms.




          (b) Company Indemnification. The Company shall indemnify, defend and hold harmless the
Investor, its directors and officers or general and limited partners or members and managing
members and affiliates (including any director, officer, employee, agent and controlling person of
any of the foregoing) (each an “Investor Indemnified Person”) from and against all losses,
costs, claims, damages, liabilities, expenses (including reasonable attorneys’ and accountants’
fees, costs of investigation, costs of suit and costs of appeal), fines and penalties actually
incurred or suffered by any Investor Indemnified Person arising from, relating to or as a result of
(i) the breach of the representations and warranties made by the Company herein and (ii) the breach
of any covenant, obligation or agreement made by the Company in this Agreement. The maximum amount
recoverable under this Section 7.4(b) by all Investor Indemnified Persons, in the
aggregate, shall be equal the Issue Price.




          (c) Investor Indemnification. The Investor shall indemnify, defend and hold harmless
the Company, its directors and officers or general and limited partners or members and managing
members and affiliates (including any director, officer, employee, agent and controlling person of
any of the foregoing) (each a “Company Indemnified Person”) from and against all losses,
costs, claims, damages, liabilities, expenses (including reasonable attorneys’ and accountants’
fees, costs of investigation, costs of suit and costs of appeal), fines and penalties actually
incurred or suffered by any Company Indemnified Person arising from, relating to or as a result of
(i) the breach of the representations and warranties made by the Investor herein and (ii) the
breach of any covenant, obligation or agreement made by the Investor in this Agreement. The maximum
amount recoverable under this Section 7.4(c) by all Company Indemnified Persons, in the
aggregate, shall not exceed the Issue Price.




          (d) Non-Exclusive Remedy. The remedies provided for in this Section 7.4 are
not exclusive and shall not limit any rights or remedies which may otherwise be available to any
Investor Indemnified Person or Company Indemnified Person at law or in equity. For the








8









 







avoidance of doubt the Investor is solely liable for its obligations set forth in or arising under
this Agreement, and no direct or indirect legal or beneficial owner of the Investor shall have any
liability in respect of this Agreement.




          Section 7.5 Use of Proceeds. The Company shall use the proceeds from the issue of the
Purchased Common Shares hereby in the same manner as described under the section entitled “Use of
Proceeds” in the Registration Statement.




ARTICLE VIII




MISCELLANEOUS



          Section 8.1 Further Assurances. Each of the parties shall execute such documents and
perform such further acts (including, without limitation, obtaining any consents, exemptions,
authorizations or other actions by, or giving any notices to, or making any filings with, any
Governmental Entity or any other Person) as may be reasonably required or desirable to carry out or
to perform the provisions of this Agreement.




          Section 8.2 Expenses. The Company and the Investor shall each bear their own expenses
incurred on their own behalf with respect to this Agreement and the transactions contemplated
hereby.




          Section 8.3 Assignment. None of the rights or obligations under or pursuant to this
Agreement may be assigned or transferred by the Investor or the Company to any other person without
the written consent of the other party to this Agreement. In the event that such written consent is
received, the assignee shall agree in writing to be bound by all of the terms hereof and the
assignor shall remain liable for any and all of its obligations hereunder.




          Section 8.4 Notices. All notices, demands and other communications provided for or
permitted hereunder shall be made in writing and shall be by facsimile, overnight courier service
or personal delivery as follows:



if to the Company:



Adecoagro S.A.

13-15 Avenue de la Liberté

L-1931 Luxembourg

Facsimile: +5411-4836-8639

Attention: Mariano Bosch/Emilio Gnecco



and



Adecoagro S.A. 

Catamarca 3454

B1640FWB, Martinez 

Provincia de Buenos Aires




9









 





Argentina

Facsimile: +5411-4836-8639

Attention: Mariano Bosch/Emilio Gnecco



with a copy (which shall not constitute notice) to:



Milbank, Tweed, Hadley & McCloy 
1 Chase
Manhattan Plaza 

New York, New York 10005

Facsimile: (212) 822-5602 

Attention: Marcelo A. Mottesi



if to the Investor:



Al Gharrafa Investment Company

c/o Qatar Investment Authority

Qatar Holding LLC

PO Box 23224

Q-Tel Tower, Diplomatic Area Street

Doha, Qatar

Attention: Legal Department

Facsimile: +974 4499 5990

with a copy (which shall not constitute notice) to:



White & Case LLP 

1155 Avenue of the Americas 

New York, New York
10036 

Facsimile: (212) 354-8113

Attention: Colin Diamond




          All such notices, demands and other communications shall be deemed to have been duly given
when delivered by hand, if personally delivered; the next Business Day, if delivered by overnight
courier service; and when receipt is mechanically acknowledged, if sent by facsimile. Any party may
by notice given in accordance with this Section 8.4 designate another address or Person for
receipt of notices hereunder.




          Section 8.5 Amendment; Waiver. Neither this Agreement nor any provision hereof may be
amended, modified or waived except by an instrument in writing signed by the parties hereto. The
failure or delay of any party to enforce or exercise any rights under any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall not affect the
right of such party thereafter to enforce or exercise any rights under each and every provision of
this Agreement in accordance with its terms. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.




          Section 8.6 Successors and Assigns. The provisions of this Agreement shall inure to
the benefit of and be binding upon the parties and their successors and permitted assigns. This
Agreement is intended for the benefit of the parties hereto and their respective successors








10









 







and permitted assigns and is neither for the benefit of, nor may any provision hereof be enforced
by, any other person.




          Section 8.7 Entire Agreement. This Agreement and the Registration Rights Agreement
contain the full and entire understanding and agreement among the parties hereto with regard to the
subject matters hereof and thereof and supersede all prior understandings and agreements, written
or oral, relating to the matters set forth herein and therein. Neither this Agreement nor any of
their rights hereunder shall be assigned by any of the parties hereto without the prior written
consent of the other party, except as expressly set forth herein.




          Section 8.8 Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdictions, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.




          Section 8.9 Governing Law; Jurisdiction. This Agreement and the rights and
obligations of the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York without reference to any choice of law provision
thereof that would mandate the application of the laws of another jurisdiction, and shall inure to
the benefit of, and be binding upon and inure to the benefit of the parties hereto and their
respective successors. Each party to this Agreement hereby irrevocably and unconditionally, with
respect to any matter or dispute arising under, or in connection with, this Agreement and the
transactions contemplated hereby (i) submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and enforcement of any judgment in
respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of New York, and any appellate
courts thereof (the “New York Courts”) (and covenants not to commence any legal action or
proceeding in any other venue or jurisdiction); (ii) consents that any such action or proceeding
may be brought in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that
service of process in any such action will be in accordance with the laws of the State of New York
but that nothing herein shall affect the right to effect service of process in any other manner
permitted by law; (iv) waives any and all immunity from suit, execution, attachment or other legal
process; and (v) waives in connection with any such action any and all rights to a jury trial. The
parties agree that any judgment of any New York Court may be enforced in any court having
jurisdiction over any party of any of their assets.




          Section 8.10 Waiver of Sovereign Immunity. With respect to the contractual liability
of the Investor to perform its obligations under this Agreement, with respect to itself or its
property the Investor:




          (a) agrees that the execution, delivery and performance by it of this Agreement constitute
private and commercial acts done for private and commercial purposes;








11









 








          (b) agrees that, should any proceedings be brought against it or its assets in any
jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement, the
Investor is not entitled to any immunity on the basis or sovereignty or otherwise in respect of its
obligations under this Agreement, and no immunity from such proceedings (including, without
limitation, immunity from service of process from suit, from the jurisdiction of any court, from an
order or injunction of such court or the enforcement of same against its assets) shall be claimed
by or on behalf of such party or with respect to its assets;




          (c) waives, in any such proceedings, to the fullest extend permitted by law, any right of
immunity which it or any of its assets now has or may acquire in the future in any
jurisdiction;




          (d) consents generally in respect of the enforcement of any judgment or award against it in
any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in
connection with such proceedings (including, without limitation, pre-judgment attachment, post
judgment attachment, the making, enforcement or execution against or in respect of any assets
whatsoever irrespective of their use or intended use of any order or judgment that may be made or
given in connection therewith); and




          (e) specifies that, for the purposes of this provision, “assets” shall be taken as excluding
“premises of the mission” as defined in the Vienna Convention on Diplomatic Relations signed at
Vienna, April 18, 1961, “consular premises” as defined in the Vienna Convention on Consular
Relations signed in 1963, and military property or military assets or property of the Investor.




          Section 8.11 Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.




          Section 8.12 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original and which together shall constitute one and the same agreement.




          Section 8.13 Term. This Agreement shall terminate automatically and be of no further
force or effect (i) if the Company withdraws the Registration Statement, (ii) following the
execution of the Underwriting Agreement, the termination of such Underwriting Agreement in
accordance with its terms, or (iii) if the Initial Offering has not been consummated on or prior to
February 20, 2011; provided that any termination of this Agreement will not relieve any party for
any liability arising from a breach of representation, warranty, covenant or agreement occurring
prior to such termination.




[Signatures on Following Page]




12









 








	 	 	 	 	 

	ADECOAGRO S.A.	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Emilio Gnecco
 

Emilio Gnecco
	 	 
	Title:

	 	CLD	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Mariano Bosch
 

Mariano Bosch
	 	 
	Title:

	 	CEO	 	 
	 
	 	 	 	 
	AL GHARRAFA INVESTMENT COMPANY	 	 
	 
	By: 

Name:

	 	/s/ Ahmad Al-Sayed
 

Ahmad Al-Sayed
	 	 
	Title:

	 	Director	 	 
	 

	 	 	 	 





Signature
page to Securities Subscription Agreement by and between Adecoagro
S.A. and Al
Gharrafa Investment Company





 











 





Annex I




Certain Defined Terms




          The following definitions shall be for all purposes, unless otherwise clearly indicated to the
contrary, applied to the terms used in this Agreement.




          “Business Day” means each day that is not a Saturday, Sunday or other day on which banking
institutions in New York, New York or Luxembourg City, Luxembourg are authorized or required by law
to close.




          “General Disclosure Package” shall have the same meaning as is set forth in the Underwriting
Agreement.




          “Governmental Entity” means any court, administrative agency, regulatory body, commission or
other governmental authority, board, bureau or instrumentality, domestic or foreign and any
subdivision thereof.




          “Investment Amount” means:




          (a) if the gross proceeds of the Initial Offering to the Company and the Selling Stockholders,
excluding the Underwriters’ over-allotment option, is equal to or greater than US$400,000,000,
US$100,000,000; and




          (b) if the gross proceeds of the Initial Offering to the Company and the Selling Stockholders,
excluding the Underwriters’ over-allotment option, is less than US$400,000,000, 25% of the gross
proceeds of the Initial Offering to the Company and the Selling Stockholders, excluding the
Underwriters’ over-allotment option.;




          “Per Share Price” means an amount in US$ equal to the price per Common Share paid by the
underwriters to the Company in the Initial Offering.




          “Person” means an individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association (including any group, organization,
co-tenancy, plan, board, council or committee), government (including a country, state, county, or
any other governmental or political subdivision, agency or instrumentality thereof) or other entity
(or series thereof).




          “Purchased Common Share Amount” means the quotient, rounded down to the nearest whole number,
of (x) the Investment Amount divided by (y) the Per Share Price.




          “Selling Stockholders” shall have the same meaning as is set forth in the Underwriting
Agreement.






I-1









 








Exhibit A




REGISTRATION RIGHTS AGREEMENT



This Registration Rights Agreement, dated as of [                    ]1 (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.





 




			
	1	 	Date of Qualified Public Offering under Shareholders’ Agreement.







A-1









 







“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 on or 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.








A-2









 







“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




A-3









 




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



A-4









 




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



A-5









 







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;



A-6









 






     (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.



A-7









 





     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




A-8









 




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.





A-9









 








          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.



A-10









 





     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



A-11









 




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:




A-12









 




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.



A-13









 





     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.





A-14









 








Exhibit B




Adecoagro S.A.




Lock-Up Agreement



                    , 2010



Credit Suisse Securities (USA) LLC

Eleven Madison Avenue,

New York, N.Y. 10010-3629




Itaú BBA USA Securities Inc.

540 Madison Avenue, 23rd Floor

New York, NY 10022




Morgan Stanley & Co. Incorporated

1585 Broadway,

New York, NY 10036



(as Representatives of the several Underwriters named in Schedule B to the Underwriting Agreement
dated [ ], 2011)



Ladies and Gentlemen:




     The undersigned understands that Credit Suisse Securities (USA) LLC, Itaú BBA USA Securities
Inc. and Morgan Stanley & Co. Incorporated (collectively, the “Representatives”) propose to enter
into an Underwriting Agreement (the “Underwriting Agreement”) with Adecoagro S.A., a Luxembourg
corporation (the “Company”), providing for the public offering (the “Public Offering”) by the
several Underwriters, including the Representatives (the “Underwriters”), of [ ] of the common
shares of the Company (the “Common Shares”).



     To induce the Underwriters that may participate in the Public Offering to continue their
efforts in connection with the Public Offering, the undersigned hereby agrees that, without the
prior written consent of the Representatives on behalf of the Underwriters, it will not, during the
period commencing on the date hereof and ending 180 days after the date of the final prospectus
relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any common shares of the Company beneficially owned (as such term is used in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned or any other
securities so owned convertible into or exercisable or exchangeable for common shares of the
Company (the “Lock-Up Securities”) or (2) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the common shares
of the Company, whether any such transaction described in clause (1) or (2) above is to be settled
by delivery of common shares of the Company or such other securities, in cash or otherwise. The
foregoing sentence shall not apply to:



     (i) the Common Shares to be sold pursuant to the Underwriting Agreement;



B-1









 





     (ii) the exercise of an option or warrant or the conversion of a security outstanding on the
date of the Underwriting Agreement of which the Underwriters have been advised in writing;



     (iii) the transfer of Lock-Up Securities by the undersigned to its affiliates;



     (iv) the transfer of Lock-Up Securities as a bona fide gift; or



     (v) transactions relating to Lock-Up Securities acquired in open market
transactions after the completion of the Public Offering;



provided that in the case of (iii) and (iv) each transferee or donee, as applicable, is or agrees
to be bound by the terms of this lock-up prior to such transfer.



     In addition, the undersigned agrees that, without the prior written consent of the
Representatives on behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise
any right with respect to, the registration of any Lock-Up Securities. The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of the undersigned’s Common Shares except in compliance with the
foregoing restrictions.



     If the undersigned receives written notice that:




(1) during the last 17 days of the restricted period the Company has issued an earnings
release or material news or a material event relating to the Company has occurred; or




(2) prior to the expiration of the restricted period, the Company announced that it will
release earnings results during the 16-day period beginning on the last day of the
restricted period,


the restrictions imposed by this agreement shall continue to apply until the expiration of the
18-day period beginning on the issuance of the earnings release or the occurrence of the material
news or material event, as applicable, unless the Representatives waive, in writing, such
extension.




     The undersigned hereby acknowledges that the Company will agree in the Underwriting Agreement
to provide written notice to the undersigned of any event that would result in an extension of the
180-day restricted period pursuant to the previous paragraph and agrees that any such notice
properly delivered will be deemed to have been given to, and received by, the undersigned.



     The undersigned understands that the Company and the Underwriters are relying upon this
agreement in proceeding toward consummation of the Public Offering. The undersigned further
understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.



     Whether or not the Public Offering actually occurs depends on a number of factors, including
market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the
terms of which are subject to negotiation between the Company and the Underwriters.



     This agreement shall not become effective unless and until an officer of the Company certifies
to the undersigned that all officers and directors of the Company and all holders of 1% or greater
of the voting securities of the Company have entered into agreements on terms that are not more
favorable to such party than the terms of this agreement. If any holders of 1% or greater of the
voting securities of the Company, or any director or officer seeks to be released from its lock-up
agreement, the Company shall determine



B-2









 




whether such release is being sought on the basis of death, illness or termination of employment or
service in the case of an officer or director, or for another reason determined by the Company to
warrant a compassionate release (each such case, a “Compassionate Release”). If the Company
determines that the release being sought is a Compassionate Release, it shall inform the
undersigned of that fact. If the undersigned concurs in such determination, the Company and the
undersigned shall inform the Representatives in writing of their respective determinations. If the
Representatives, on behalf of the Underwriters, determine, in their sole discretion, to waive any
provision of the lock-up agreement of any stockholder, director or officer (the “Triggering
Release”), or amend any such lock-up agreement in a manner more favorable to such party, the
undersigned shall also be released from its obligations hereunder on a pro rata basis (i.e., the
total number of Lock-Up Securities owned by the undersigned on the date of the Triggering Release
that are subject to this agreement multiplied by a fraction, the numerator of which shall be the
number of Lock-Up Securities which are released in the Triggering Release and the denominator of
which shall equal the total number of Lock-Up Securities owned by the person or entity granted the
Triggering Release on the date thereof), or this lock-up agreement shall be deemed to be similarly
amended, as applicable, provided that the undersigned shall not be released in the case of a
Compassionate Release that has been confirmed by both the Company and the undersigned as such.




     The undersigned understands that, (i) if the Company notifies the Representatives in writing
that it does not intend to proceed with the public offering of the Securities prior to the
execution of the Underwriting Agreement or (ii) if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated prior to payment for
and delivery of the Common Shares to be sold thereunder, the undersigned shall be released from all
obligations under this agreement. In addition, the undersigned shall be released from all
obligations under this agreement if the First Closing Date (as defined in the Underwriting
Agreement) has not occurred on or prior to February 20, 2011.



B-3









 





	 	 	 	 	 	 	 

	 	 	Very Truly Yours,	 	 
	 
	 	 	 	 	 	 
	 	 	AL GHARRAFA INVESTMENT COMPANY	 	 
	 	 	(Name)	 	 
	 
	 	 	 	 	 	 
	 	 	Walker House, 87 Mary Street, George Town	 	 
	 	 	Cayman Islands	 	 
	 	 	(Address)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ahmad Al-Sayed
 

Ahmad Al-Sayed
	 	 
	 

	 	Title:
	 	Director	 	 





Signature Page to Lock-Up Agreement with Credit Suisse Securities (USA) LLC. Itau BBA USA
Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named
in schedule B to the Underwriting Agreement




 









 





Exhibit C



Price range included in Amendment No. 4 is $8.85 to $10.39 per share.





C-1