The Dow Chemical Company Midland, MI 48674Warrant Purchase Agreement • April 6th, 2017 • AgroFresh Solutions, Inc. • Blank checks • Delaware
In connection with the consummation of the transactions contemplated by that certain Stock Purchase Agreement, dated as of April 30, 2015 (as amended, the “Stock Purchase Agreement”), between AgroFresh Solutions, Inc., f/k/a Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and The Dow Chemical Company, a Delaware corporation (“TDCC”), the Company, TDCC, Rohm and Haas Company, a Delaware corporation (“ROH”), and Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), entered into that certain Warrant Purchase Agreement, dated as of July 31, 2015 (as amended, the “Warrant Purchase Agreement”).
FIRST AMENDMENT TO THE TAX RECEIVABLES AGREEMENTTax Receivables Agreement • April 6th, 2017 • AgroFresh Solutions, Inc. • Blank checks • New York
FIRST AMENDMENT TO THE TAX RECEIVABLES AGREEMENT (this “Amendment”), dated as of April 4, 2017, by and among AgroFresh Solutions, Inc., f/k/a Boulevard Acquisition Corp., a Delaware corporation (the “Company”), The Dow Chemical Company, a Delaware corporation (“TDCC”), Rohm and Haas Company, a Delaware corporation (“ROH”), and AgroFresh Inc., an Illinois corporation (“AgroFresh”).
AGREEMENTAgreement • April 6th, 2017 • AgroFresh Solutions, Inc. • Blank checks • Delaware
AGREEMENT (this “Agreement”), dated as of April 4, 2017, by and among AgroFresh Solutions, Inc., f/k/a Boulevard Acquisition Corp., a Delaware corporation (the “Company”), The Dow Chemical Company, a Delaware corporation (“TDCC”), Rohm and Haas Company, a Delaware corporation (“ROH”), Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), AgroFresh Inc., an Illinois corporation (“AgroFresh”), Avenue Capital Management II, L.P., a Delaware limited partnership (“Avenue”), and solely as to Section 3, Section 4 (other than clause (a) and clause (e) thereof), Section 5 and Section 8 hereof, Joel Citron, Darren Thompson and Robert J. Campbell (Messrs. Citron, Thompson and Campbell collectively, the “Founding Holders”), Marc Lasry (“Lasry”) and Stephen Trevor (“Trevor” and, together with the Founding Holders and Lasry, the “Sponsor Holders”).
The Dow Chemical Company Midland, MI 48674Stock Buyback Agreement • April 6th, 2017 • AgroFresh Solutions, Inc. • Blank checks • Delaware
AgroFresh Solutions, Inc. (the “Company”) and The Dow Chemical Company (“TDCC”) have agreed that TDCC will use its reasonable best efforts to purchase additional shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), on the terms and subject to the conditions set forth herein.
