AgroFresh Solutions, Inc.
Exhibit 10.1
000 Xxxxxxxxxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000
December 17, 2015
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The Dow Chemical Company |
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Boulevard Acquisition Sponsor, LLC |
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2030 Dow Center |
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000 Xxxx Xxxxxx, 0xx Xxxxx |
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Xxxxxxx, XX 00000 |
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Xxx Xxxx, XX 00000 |
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Attn: Executive Vice President and General Counsel |
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Attn: Xxxxxxx X. Xxxxxx |
Xxxx and Xxxx Company
000 Xxxxxxxxxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Chief Legal Officer
Re: Warrant Purchase Agreement
Gentlemen:
Reference is made to the Warrant Purchase Agreement, dated as of July 31, 2015 (the “Warrant Purchase Agreement”), by and among AgroFresh Solutions, Inc., f/k/a Boulevard Acquisition Corp. (the “Company”), Rohm and Xxxx Company, Boulevard Acquisition Sponsor, LLC and The Dow Chemical Company. Capitalized terms used and not defined in this letter agreement shall have the meanings given to them in the Warrant Purchase Agreement.
This is to confirm our agreement that, notwithstanding anything to the contrary in the Warrant Purchase Agreement, (i) the Company shall have no obligation to purchase any Public Warrants in the open market pursuant to the Warrant Purchase Agreement, and each of ROH, TDCC and the Sponsor hereby irrevocably waives any right it may have to require the Company to purchase Public Warrants pursuant to Section 1 of the Warrant Purchase Agreement, and (ii) the Sponsor hereby irrevocably waives its right to sell to the Company Private Placement Warrants at $1.00 per Private Placement Warrant pursuant to Section 1 of the Warrant Purchase Agreement.
Except as otherwise expressly set forth herein, all provisions of the Warrant Purchase Agreement (including, without limitation, Section 3 thereof) shall remain in full force and effect in accordance with the terms thereof.
This letter agreement may be executed in any number of counterparts (including by .pdf file exchanged via email or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This letter agreement shall be governed exclusively by and construed and enforced exclusively in accordance with the internal Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof.
[SIGNATURE PAGE FOLLOWS]
Please acknowledge your understanding of, and agreement to, the foregoing by signing a copy of this letter in the space indicated below and returning it to the Company.
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Sincerely, | |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: CEO |
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ACKNOWLEDGED AND AGREED |
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as of the date first written above: |
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BOULEVARD ACQUISITION SPONSOR, LLC |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Member |
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THE DOW CHEMICAL COMPANY |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Authorized Representative |
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ROHM AND XXXX COMPANY |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Chief Financial Officer |
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