Paine Schwartz Food Chain Fund VI, L.P. New York, NY 10017Letter Agreement • December 21st, 2022 • AgroFresh Solutions, Inc. • Agricultural chemicals
This letter agreement (this “Agreement”) sets forth the commitment of Paine Schwartz Food Chain Fund VI, L.P., a Cayman Islands limited partnership (the “Investor”), subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by paragraph 3 of this Agreement to purchase, directly or indirectly, equity securities of Project Cloud Holdings, LLC, a Delaware limited liability company (“Parent”), at or immediately prior to the Closing. It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Project Cloud Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), Parent shall acquire the Company through the merger of Merger Sub with and into the Company. Capitalized terms used but not otherwise defined herei
