AgroFresh Solutions, Inc. (Form: SC 13E3, Received: 12/21/2022 17:35:27)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(E) OF

THE SECURITIES EXCHANGE ACT OF 1934

AGROFRESH SOLUTIONS, INC.

(Name of the Issuer)

AgroFresh Solutions, Inc.

Project Cloud Merger Sub, Inc.

Project Cloud Holdings, LLC

Paine Schwartz Food Chain Fund V, L.P.

Paine Schwartz Food Chain Fund V GP, L.P.

Paine Schwartz Food Chain Fund V GP, Ltd.

Paine Schwartz Food Chain Fund VI, L.P.

PSP AGFS Holdings, L.P.

Paine Schwartz Partners, LLC

(Names of Persons Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00856G109

(CUSIP Number of Class of Securities)

AgroFresh Solutions, Inc.

One Washington Square

510-530 Walnut Street, Suite 1350

Philadelphia, PA 19106

(267) 317-9139

Attn: Thomas Ermi

Project Cloud Merger Sub, Inc.

Project Cloud Holdings, LLC

Paine Schwartz Food Chain Fund V, L.P.

Paine Schwartz Food Chain Fund V GP, L.P.

Paine Schwartz Food Chain Fund V GP, Ltd.

Paine Schwartz Food Chain Fund VI, L.P.

PSP AGFS Holdings, L.P.

Paine Schwartz Partners, LLC

c/o Paine Schwartz Partners, LLC

475 Fifth Avenue, 17th Floor

New York, NY 10017

(212) 379-7200

Attn: Kevin Schwartz & Alexander Corbacho

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to

Morrison & Foerster LLP 250 West 55th Street New York, NY 10019 (212) 468-8000 Attn: Mitchell S. Presser & Omar E. Pringle	Kirkland & Ellis LLP 300 N. LaSalle Street Chicago, IL 60654 (312) 862-2000 Attn: Corey D. Fox, P.C. & Peter Stach
Morris, Nichols, Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19801 (302) 351-9169 Attn: Eric Klinger-Wilensky

This statement is filed in connection with (check the appropriate box):

☒

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

☐

The filing of a registration statement under the Securities Act of 1933.

☐

A tender offer.

☐

None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

Introduction

This Transaction Statement on Schedule 13E-3 (“Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by (1) AgroFresh Solutions, Inc. (“AgroFresh” or the “Company”); (2) Project Cloud Holdings, LLC, a Delaware limited liability company (“Parent”), (3) Project Cloud Merger Sub, Inc. (“Merger Sub”), a Delaware corporation, (4) Paine Schwartz Food Chain Fund V, L.P. (“PSV LP”), a Cayman Islands exempted limited partnership, (5) Paine Schwartz Food Chain Fund V GP, L.P. (“PSV GP LP”), a Cayman Islands exempted limited partnership, (6) Paine Schwartz Food Chain Fund V GP, Ltd (“PSV GP LTD”), a Cayman Islands exempted limited partnership, (7) Paine Schwartz Food Chain Fund VI, L.P. (“Sponsor”), a Cayman Islands exempted limited partnership, (8) PSP AGFS Holdings, L.P. (“PSP AGFS”), a Delaware limited partnership and (9) Paine Schwartz Partners, LLC (“PSP”), a Delaware limited liability company (each of (1) through (9) a “Filing Person,” and collectively, the “Filing Persons”). Parent and Merger Sub are affiliates of PSP AGFS, an investment fund managed by PSP that holds approximately 39% of the voting power of the issued and outstanding shares of the Company’s capital stock.

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of November 21, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Merger Sub.

If the Merger Agreement is adopted by the Company’s stockholders and the other conditions under the Merger Agreement are either satisfied or waived, Merger Sub will be merged with and into the Company (which we refer to as the “Merger”), the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the “Surviving Corporation”) and as a subsidiary of Parent. Upon completion of the Merger, each share of the Company’s common stock, par value $0.0001 per share (“Company common stock”) issued and outstanding immediately prior to the effective time of the Merger (other than (1) shares of Company common stock owned by the Company and not held on behalf of third parties, (2) shares of Company common stock owned by Parent or Merger Sub and (3) shares of Company common stock that are owned by stockholders of the Company who did not vote in favor of the Merger Agreement or the Merger and who have perfected and not withdrawn a demand for appraisal rights with respect to such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware) will be automatically converted into the right to receive $3.00 in cash per share, without interest (the “Merger Consideration”). Following the completion of the Merger, the shares of Company common stock will no longer be publicly traded, and holders of such shares of Company common stock that have been converted into the right to receive the Merger Consideration will cease to have any ownership interest in the Company.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors (the “Board”) is soliciting proxies from stockholders of the Company in connection with the Merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1).

A special committee (the “Special Committee”) of the Board, consisting solely of non-management independent directors of the Company who are independent of, and not affiliated with, PSP or its affiliates, acting in reliance in part upon the advice of independent legal and financial advisors, unanimously (1) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger are (i) advisable, fair to, and in the best interests of the “Unaffiliated Stockholders” of the Company, defined to mean holders of shares of Company common stock other than Paine Schwartz Food Chain Fund VI, L.P., PSP AGFS Holdings, L.P. and their respective affiliates (including Parent and Merger Sub), the members of the Board, any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act, or any of their respective “associates” or members of their “immediate family” (as such terms are defined in Rules 12b-2 and 16a-1 of the Exchange Act), and (ii) substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 of the Exchange Act), (2) determined that it is in the best interests of the Unaffiliated Stockholders and declared it advisable to enter into the Merger Agreement and (3) recommended that the Board approve and authorize the Merger Agreement, the equity commitment letter, dated as of November 21, 2022, by and between Parent and the Sponsor, the voting and support agreement, dated as of November 21, 2022, by and among Company and affiliates of Parent, including PSP, and the Merger and recommend that the stockholders of the Company vote to adopt and approve the Merger Agreement.

The Board (other than John Atkin, Alexander Corbacho, Kevin Schwartz, and Kay Kuenker, who recused themselves due to their affiliation with, or designation to the Board by, PSP), acting in accordance with the recommendation of the Special Committee, unanimously (1) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, including the Unaffiliated Stockholders and substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 of the Exchange Act), (2) determined that it is in the best interests of the Company’s stockholders, including the Unaffiliated Stockholders, and declared it advisable to enter into the Merger Agreement, (3) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the Merger and any other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (4) resolved to recommend that the Company’s stockholders vote to adopt and approve the Merger Agreement and the consummation of the transactions contemplated thereby, in each case subject to the terms and conditions of the Merger Agreement and (5) directed that the Merger Agreement be submitted for adoption by the holders of shares of the Company’s capital stock entitled to vote thereon.

The Merger cannot be completed without both (a) the affirmative vote of the stockholders representing a majority of the aggregate voting power of the outstanding shares of Company common stock and shares of the Company’s Series B convertible preferred stock, par value $0.0001 per share, entitled to vote on the Merger Agreement, voting together as a single class, and (b) the affirmative vote of the stockholders representing a majority of the aggregate voting power of the outstanding shares of Company common stock beneficially owned by Unaffiliated Stockholders entitled to vote on the Merger Agreement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.

The information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person is responsible for the accuracy of any information supplied by any other Filing Person.

Item 1. Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) Name and address. AgroFresh’s name, and the address and telephone number of its principal executive offices are:

AgroFresh Solutions, Inc.

One Washington Square

510-530 Walnut St., Suite 1350

Philadelphia, PA 19106

(267) 317-9139

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger—How many votes do I have?”

“The Special Meeting—Record Date and Quorum”

(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding the Company—Market Price of Common Stock and Dividends”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding the Company—Market Price of Common Stock and Dividends”

“The Merger Agreement—Conduct of Our Business Pending the Merger”

(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding the Company—Prior Public Offerings”

(f) Prior stock purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Other Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

Item 3. Identity and Background of Filing Person

Regulation M-A Item 1003(a) through (c)

(a) – (b) Name and Address of Each Filing Person; Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger”

“Parties to the Merger—Parent and Merger Sub”

“Other Important Information Regarding the Company”

“Other Important Information Regarding the PSP Entities”

“Where You Can Find More Information”

“Other Important Information Regarding the Company—Directors and Executive Officers of the Company”

“Other Important Information Regarding the PSP Entities”

“Where You Can Find More Information”

Item 4. Terms of the Transaction

Regulation M-A Item 1004(a) and (c) through (f)

(a) Material terms.

(1) Tender offer. Not applicable

(2) Merger or Similar Transactions.

(i) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Effective Time of the Merger”

“Special Factors—Payment of Merger Consideration”

“The Merger Agreement—Conditions to the Merger”

(ii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger—As a common stockholder, what will I receive in the Merger?”

“Special Factors—Payment of Merger Consideration”

“The Merger Agreement—Treatment of Company Stock and Company Equity Awards”

(iii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“Special Factors—Opinion of the Special Committee’s Financial Advisor”

“Special Factors—Unaudited Prospective Financial Information of the Company”

(iv) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“The Merger Agreement—Stockholders Meeting”

“The Special Meeting—Vote Required”

(v) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“The Merger Agreement—Treatment of Company Stock and Company Equity Awards”

“The Merger Agreement—Employee Benefits Matters”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“The Merger Agreement—Surrender and Payment Procedures”

“The Voting and Support Agreement”

“Merger-Related Executive Compensation Arrangements (The Merger-Related Compensation Proposal—Proposal 3)”

(vi) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Accounting Treatment”

(vii) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“The Merger Agreement—Treatment of Company Stock and Company Equity Awards”

“The Merger Agreement—Employee Benefits Matters”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“The Merger Agreement—Surrender and Payment Procedures”

“The Voting and Support Agreement”

“Merger-Related Executive Compensation Arrangements (The Merger-Related Compensation Proposal—Proposal 3)”

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger—Am I entitled to rights of appraisal under the DGCL?”

“Special Factors—Appraisal Rights”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Provisions for Unaffiliated Stockholders”

(f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005(a) through (c) and (e)

(a)(1) – (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Special Factors—Financing of the Merger”

“The Merger Agreement”

“The Voting and Support Agreement”

“Other Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

(b) – (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Special Factors—Financing of the Merger”

“The Merger Agreement”

“The Voting and Support Agreement”

Annex A—Agreement and Plan of Merger, dated as of November 21, 2022, by and among Project Cloud Holdings, LLC, Project Cloud Merger Sub, Inc., and AgroFresh Solutions, Inc.

Annex D—Voting and Support Agreement, dated as of November 21, 2022 by and among AgroFresh Solutions, Inc., Paine Schwartz Food Chain Fund V GP, L.P., Paine Schwartz Food Chain Fund V GP, Ltd., PSP AGFS Holdings, L.P., Paine Schwartz Partners, LLC, Kevin Schwartz, and, solely for the purposes set forth therein, Paine Schwartz Food Chain Fund V, L.P.

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Financing of the Merger”

“The Merger Agreement”

“The Voting and Support Agreement”

“The Special Meeting—Vote Required”

“Other Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

Annex A—Agreement and Plan of Merger, dated as of November 21, 2022, by and among Project Cloud Holdings, LLC, Project Cloud Merger Sub, Inc. and AgroFresh Solutions, Inc.

Annex D—Voting and Support Agreement, dated as of November 21, 2022 by and among AgroFresh Solutions, Inc., Paine Schwartz Partners, LLC, Paine Schwartz Food Chain Fund V GP, L.P., Paine Schwartz Food Chain Fund V GP, Ltd., PSP AGFS Holdings, L.P., Paine Schwartz Partners, LLC, Kevin Schwartz, and, solely for the purposes set forth therein, Paine Schwartz Food Chain Fund V, L.P.

Item 6. Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006(b) and (c)(1) through (8)

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects of the Merger for Parent”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Payment of Merger Consideration”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Other Important Information Regarding the Company—Market Price of Common Stock and Dividends”

“Delisting and Deregistration of Common Stock”

(c)(1) – (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects of the Merger for Parent”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Special Factors—Financing of the Merger”

“The Voting and Support Agreement”

“The Merger Agreement—Effects of the Merger; Directors and Officers; Articles of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Company Stock and Company Equity Awards”

“The Merger Agreement—Conduct of Our Business Pending the Merger”

“Other Important Information Regarding the Company—Market Price of Common Stock and Dividends”

“Other Important Information Regarding the Company—Directors and Executive Officers of the Company”

“Delisting and Deregistration of Common Stock”

Annex A—Agreement and Plan of Merger, dated as of November 21, 2022, by and among Project Cloud Holdings, LLC, Project Cloud Merger Sub, Inc., and AgroFresh Solutions, Inc.

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“Special Factors—Opinion of the Special Committee’s Financial Advisor”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“Special Factors—Opinion of the Special Committee’s Financial Advisor”

“Special Factors—Unaudited Prospective Financial Information of the Company”

“Special Factors—Certain Effects of the Merger”

Annex B – Opinion of Perella Weinberg Partners LP

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects of the Merger for Parent”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Special Factors—Appraisal Rights”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Accounting Treatment”

“Special Factors—Financing of the Merger”

“Special Factors—Fees and Expenses”

“Special Factors—Payment of Merger Consideration”

“The Merger Agreement—Effects of the Merger; Directors and Officers; Articles of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Company Stock and Company Equity Awards”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“The Merger Agreement—Employee Benefits Matters”

“The Merger Agreement—Conduct of Our Business Pending the Merger”

“Other Important Information Regarding the Company—Market Price of Common Stock and Dividends”

“Delisting and Deregistration of Common Stock”

Annex A—Agreement and Plan of Merger, dated as of November 21, 2022, by and among Project Cloud Holdings, LLC, Project Cloud Merger Sub, Inc., and AgroFresh Solutions, Inc.

Item 8. Fairness of the Transaction

Regulation M-A Item 1014

(a) – (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger —What vote is required to approve the Merger Agreement Proposal?”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Opinion of the Special Committee’s Financial Advisor”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

Annex B—Opinion of Perella Weinberg Partners LP

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated August 31, 2022, are attached hereto as Exhibit (c)(1) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated September 2, 2022, are attached hereto as Exhibit (c)(2) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated September 8, 2022, are attached hereto as Exhibit (c)(3) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP, dated September 19, 2022, are attached hereto as Exhibit (c)(4) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated October 18, 2022, are attached hereto as Exhibit (c)(5) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated November 4, 2022, are attached hereto as Exhibit (c)(6) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated November 21, 2022, are attached hereto as Exhibit (c)(7) and are incorporated herein by reference.

(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger—What vote is required to approve the Merger Agreement Proposal?”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“The Merger Agreement—Stockholders Meeting”

“The Merger Agreement—Conditions to the Merger”

“The Special Meeting”

Annex A—Agreement and Plan of Merger, dated as of November 21, 2022, by and among Project Cloud Holdings, LLC, Project Cloud Merger Sub, Inc. and AgroFresh Solutions, Inc.

(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Provisions for Unaffiliated Stockholders”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Opinion of the Special Committee’s Financial Advisor”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“The Merger (The Merger Agreement Proposal—Proposal 1)”

(f) Other offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

Regulation M-A Item 1015

(a) – (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Opinion of the Special Committee’s Financial Advisor”

“Where You Can Find More Information”

Annex B—Opinion of Perella Weinberg Partners LP

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated August 31, 2022, are attached hereto as Exhibit (c)(1) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated September 2, 2022, are attached hereto as Exhibit (c)(2) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated September 8, 2022, are attached hereto as Exhibit (c)(3) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP, dated September 19, 2022, are attached hereto as Exhibit (c)(4) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated October 18, 2022, are attached hereto as Exhibit (c)(5) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated November 4, 2022, are attached hereto as Exhibit (c)(6) and are incorporated herein by reference.

Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated November 21, 2022, are attached hereto as Exhibit (c)(7) and are incorporated herein by reference.

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) – (b) Source of funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Financing of the Merger”

“The Merger Agreement—Financing; Cooperation with Debt Financing”

Equity Commitment Letter, dated November 21, 2022, by and between Paine Schwartz Food Chain Fund VI, L.P. and Project Cloud Holdings, LLC, is attached hereto as Exhibit (d)(4) and is incorporated herein by reference.

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Fees and Expenses”

“The Merger Agreement—Termination”

“The Merger Agreement—Company Termination Fee”

“The Merger Agreement—Expenses”

(d) Borrowed funds. Not applicable.

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Other Important Information Regarding the Company—Security Ownership of Certain Beneficial Owners and Management”

(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Other Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

“Other Important Information Regarding the Company—Prior Public Offerings”

Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012(d) and (e)

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“Special Factors—Intent to Vote in Favor of the Merger”

“Special Factors—PSP’s Obligation to Vote in Favor of the Merger”

“The Merger Agreement—PSP Vote”

“The Special Meeting—Vote Required”

“The Voting and Support Agreement”

(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the PSP Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the PSP Entities for the Merger”

“The Merger (The Merger Agreement Proposal—Proposal 1)”

Item 13. Financial Information

Regulation M-A Item 1010(a) through (b)

(a) Financial statements. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2021 and 2020 are incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on March 9, 2022 (see “Item 8 - Financial Information” beginning on page 39) and the unaudited condensed consolidated financial statements of the Company for the quarterly period ended September 30, 2022, are incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed on November 9, 2022 (see “Item 1 - Condensed Consolidated Financial Statements” beginning on page 3).

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Unaudited Prospective Financial Information of the Company”

“Other Important Information Regarding the Company—Book Value per Share”

“Where You Can Find More Information”

(b) Pro forma information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) – (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee”

“Special Factors—Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Fees and Expenses”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“The Special Meeting—Solicitation of Proxies; Payment of Solicitation Expenses”

Item 15. Additional Information

Regulation M-A Item 1011(b) and (c)

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“The Merger Agreement—Treatment of Company Stock and Company Equity Awards”

“Merger-Related Executive Compensation Arrangements (The Merger-Related Compensation Proposal—Proposal 3)”

(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

Regulation M-A Item 1016(a) through (d), (f) and (g)

(a)(1) Preliminary Proxy Statement of AgroFresh Solutions, Inc. (the “Proxy Statement”) (included in the Schedule 14A filed concurrently with the SEC and incorporated herein by reference).

(a)(2) Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).

(a)(3) Letter to AgroFresh Solutions, Inc. Stockholders (included in the Proxy Statement and incorporated herein by reference).

(a)(4) Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).

(a)(5) Current Report on Form 8-K, dated November 22, 2022 (included in Schedule 14A filed on November 22, 2022 and incorporated herein by reference).

(a)(6) Current Report on Form 8-K, dated November 23, 2022 (included in Schedule 14A filed on November 23, 2022 and incorporated herein by reference).

(c)(1) Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated August 31, 2022.

(c)(2) Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated September 2, 2022.

(c)(3) Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated September 8, 2022.

(c)(4) Discussion Materials of Perella Weinberg Partners LP, dated September 19, 2022.

(c)(5) Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated October 18, 2022.

(c)(6) Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated November 4, 2022.

(c)(7) Discussion Materials of Perella Weinberg Partners LP for the Special Committee, dated November 21, 2022.

(c)(8) Opinion of Perella Weinberg Partners LP, dated November 21, 2022 (incorporated herein by reference to Annex B of the Proxy Statement).

(d)(1) Agreement and Plan of Merger, dated as of November 21, 2022, by and among Project Cloud Holdings, LLC, Project Cloud Merger Sub, Inc. and AgroFresh Solutions, Inc. (incorporated herein by reference to Annex A of the Proxy Statement).

(d)(2) Voting and Support Agreement, dated November 21, 2022, by and between AgroFresh Solutions, Inc., Paine Schwartz Partners, LLC, Paine Schwartz Food Chain Fund V GP, L.P., Paine Schwartz Food Chain Fund V GP, Ltd., PSP AGFS Holdings, L.P., Paine Schwartz Partners, LLC, Kevin Schwartz, and, solely for the purposes set forth therein, Paine Schwartz Food Chain Fund V, L.P. (incorporated herein by reference to Annex D of the Proxy Statement).

(d)(3) Limited Waiver, dated as of October 26, 2022, by and between AgroFresh Solutions, Inc. and Paine Schwartz Partners, LLC (filed as Exhibit 10.1 to AgroFresh Solutions, Inc.’s Current Report on Form 8-K, filed October 27, 2022 and incorporated herein by reference).

(d)(4) Equity Commitment Letter, dated November 21, 2022, by and between Paine Schwartz Food Chain Fund VI, L.P. and Project Cloud Holdings, LLC.

(f) Section 262 of the General Corporation Law of the State of Delaware (incorporated herein by reference to Annex C of the Proxy Statement).

107 Filing Fee Table.

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 21, 2022

	AGROFRESH SOLUTIONS, INC.

	By:	/s/ Clinton A. Lewis, Jr.
		Name: Clinton A. Lewis, Jr.
		Title: Chief Executive Officer

	PROJECT CLOUD MERGER SUB, INC.

	By:	/s/ Kevin Schwartz
		Name: Kevin Schwartz
		Title: President and Chief Executive Officer

	PROJECT CLOUD HOLDINGS, LLC

	By:	/s/ Kevin Schwartz
		Name: Kevin Schwartz
		Title: President and Chief Executive Officer

	PAINE SCHWARTZ FOOD CHAIN FUND V, L.P.

	By:	Paine Schwartz Food Chain Fund V GP, L.P.
	Its:	General Partner

	By:	Paine Schwartz Food Chain Fund V GP, Ltd.
	Its:	General Partner

	By:	/s/ Kevin Schwartz
		Name: Kevin Schwartz
		Title: Director

	PAINE SCHWARTZ FOOD CHAIN FUND V GP, L.P.

	By:	Paine Schwartz Food Chain Fund V GP, Ltd.
	Its:	General Partner

	By:	/s/ Kevin Schwartz
		Name: Kevin Schwartz
		Title: Director

	PAINE SCHWARTZ FOOD CHAIN FUND V GP, LTD.

	By:	/s/ Kevin Schwartz
		Name: Kevin Schwartz
		Title: Director

	PAINE SCHWARTZ FOOD CHAIN FUND VI, L.P.

	By:	Paine Schwartz Food Chain Fund VI GP, L.P.
	Its:	General Partner

	By:	Paine Schwartz Food Chain Fund VI UGP, LLC
	Its:	General Partner

	By:	/s/ Kevin Schwartz
		Name: Kevin Schwartz
		Title: Managing Member

	PSP AGFS HOLDINGS, L.P.

	By:	/s/ Kevin Schwartz
		Name: Kevin Schwartz
		Title: Chief Executive Officer

	PAINE SCHWARTZ PARTNERS, LLC

	By:	Paine Schwartz Partners Founders, L.P.
	Its:	Manager

	By:	Paine Schwartz Partners Founders GP, LLC
	Its:	General Partner

	By:	/s/ Kevin Schwartz
		Name: Kevin Schwartz
		Title: Managing Member

Exhibit (d)(4)

Paine Schwartz Food Chain Fund VI, L.P.

475 Fifth Street, 17^th Floor

New York, NY 10017

November 21, 2022

Project Cloud Holdings, LLC

c/o Paine Schwartz Partners, LLC

475 Fifth Street, 17^th Floor

New York, NY 10017

Re: Equity Financing Commitment

Ladies and Gentlemen:

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 herein shall have the meaning ascribed to them in the Merger Agreement.

(a)

Upon the terms and subject to the conditions set forth herein, the Investor hereby commits to (x) purchase, or cause an assignee or assignees permitted by paragraph 3 of this Agreement to purchase, in cash, directly or indirectly, at or immediately prior to the Closing, $200,000,000 of equity securities of Parent plus, to the extent necessary, an additional amount of equity securities of Parent for the payments contemplated by sub-clause (iii) below, solely for the purpose of allowing Parent and/or Merger Sub to fund any and all amounts required to be paid by Parent in connection with the Merger Agreement at the Closing, including (i) the aggregate cash consideration to which the holders of Shares and Series A Shares become entitled, respectively, pursuant to Section 4.1 of the Merger Agreement, (ii) the aggregate cash consideration to which the holders of Company Stock Options, Company SARs, Company RSU Awards, Company Phantom RSU Awards, Company PSU Awards, Company Phantom PSU Awards and Company Restricted Shares become entitled, respectively, pursuant to Section 4.3 of the Merger Agreement, in the case of each of clause (i) and (ii), payable at Closing (clauses (i) and (ii), collectively, the “Merger Consideration”), and (iii) to pay any and all related fees and expenses, in each case required to be paid at the Closing in connection with the Merger Agreement (the commitment described in this clause (x), the “Closing Payment Commitment”) or (y) pay, or cause an assignee or assignees permitted by paragraph 3 of this Agreement to pay, in cash, (i) (A) $43,000,000 for the payment of monetary damages to the Company in the event of an issuance, following the termination of the Merger Agreement, of a Final Order (as defined below) that requires Parent and/or Merger Sub to pay damages to the Company for any Fraud or in respect of a Willful and Material Breach of the terms of the Merger Agreement plus (B) any Enforcement Costs (the “Damages Commitment”), plus (ii) to the extent applicable, any Parent Reimbursement Obligations (the “Reimbursement Commitment” and together with the Damages Commitment, collectively, the “Termination Commitment” and the preceding clauses (x) or (y), as the case may be, the “Commitment”). Subject to the conditions set forth in paragraph 2 below, the Investor will fund, or cause to be funded, the Closing Payment Commitment in cash at or immediately prior to the Closing on the Closing Date in connection with the substantially simultaneous issuance to the Investor of the equity of Parent or an affiliated parent entity of Parent.

November 21, 2022
Page 2

(b)

Subject to the terms and conditions hereof, Parent hereby agrees to issue and sell equity and/or debt securities of Parent for an aggregate purchase price in cash of up to the Commitment for the purposes stated in paragraph 1(a); provided, that any purchase of debt securities shall not in any way affect the Closing (including where Parent obtains debt financing in connection with the Merger), or the accuracy of the Investor’s representations and warranties set forth in paragraph 8 of this Agreement. The proceeds from the Investor’s investment shall be used solely for funding any and all amounts due and payable up to the Commitment pursuant to either clause (x) or (y) of paragraph 1(a), and the Investor shall not, under any circumstances, be obligated to contribute to Parent more than the Commitment. The obligations of the Investor to fund any portion of the Commitment may be reduced by the Investor on a dollar-for-dollar basis by any amounts actually contributed, directly or indirectly, to Parent to fund, or cause to be funded, the Commitment; provided, for the avoidance of doubt, that the Investor shall retain all liability to fund any portion of the Closing Payment Commitment that is not funded to Parent to consummate the Merger; provided further that, in each case, any such reduction shall not occur unless and until (I) in the event that the Closing shall occur, simultaneously with the occurrence of the Closing, (II) in the event that the Closing shall not have occurred and the Merger Agreement shall have been terminated, such time as the Termination Commitment shall have been satisfied in full, it being understood that the Termination Commitment shall be deemed satisfied in full in the event a Final Order is issued providing for damages of less than the Parent Liability Limitation and Parent has paid or caused to be paid such lesser amount plus any Enforcement Costs and Parent Reimbursement Obligations in accordance with the terms of this Agreement. “Final Order” means a final, binding and non-appealable order of a court of competent jurisdiction in accordance with Section 9.5(a) of the Merger Agreement.

2. The Investor’s obligations under this Agreement, including the obligation of the Investor to fund the Commitment, are subject to: (a) the execution and delivery of the Merger Agreement, (b) in respect of the Closing Payment Commitment only, the satisfaction or written waiver by the parties to the Merger Agreement, as applicable, of each of the conditions to such parties’ obligations to consummate the transactions contemplated by the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction of such conditions), and the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement, (c) in the case of the Reimbursement Commitment, the termination of the Agreement and (d) in the case of the Damages Commitment, the termination of the Merger Agreement and a Final Order having been issued requiring Parent to pay damages to the Company in respect of Fraud or a Willful and Material Breach of the Merger Agreement prior to the date of such termination. For the avoidance of doubt, the obligations of Parent under the Merger Agreement shall be determined in accordance with the terms thereof, and nothing in this Agreement shall amend, modify, or waive any of the terms of the Merger Agreement or any defenses that Parent may have to any assertion of liability or obligation against it under the Merger Agreement.

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Page 3

3. This Agreement and the obligation of the Investor to fund the Commitment, or cause the Commitment to be funded, shall automatically and immediately terminate upon the earlier to occur of (a) the consummation of the Closing and the payment of all amounts required to be paid at Closing, including the payment of the Merger Consideration in accordance with the Merger Agreement (at which time the obligation shall be discharged), (b) the valid termination of the Merger Agreement in accordance with its terms; provided, however, that, the Investor’s obligation to pay or cause to be paid any portion of the Termination Commitment shall survive any such termination and remain in full force and effect and shall be enforceable by each of Parent and, pursuant to and subject to the limitations set forth in paragraph 6, the Company, to the extent necessary to require the Investor to provide funds to Parent pursuant to clause (y) of paragraph 1(a), for a period of six (6) months following the termination of the Merger Agreement in accordance with its terms (the “Final Termination Date”), unless prior to the end of such period the Company shall have commenced a legal proceeding in a Chosen Court alleging amounts payable by Parent and/or Merger Sub to the Company in respect of Fraud or a Willful and Material Breach of the Merger Agreement, in which case the Final Termination Date shall be automatically extended until the day immediately following the earlier to occur of (x) a Final Order resolving such legal proceeding and satisfaction of the Termination Commitment, if applicable, or (y) a written agreement signed by each of the parties hereto terminating the Termination Commitment and (c) the Company or any of its Affiliates, Subsidiaries, officers or Directors (other than Recused Directors) filing, any claim or action against Parent, Merger Sub, the Investor or any of their respective Affiliates (including the Investor Affiliates (as defined below)), or, on behalf or at the request of the Company, any of the Company’s advisors or representatives, in connection with the transactions contemplated by the Merger Agreement, in each case other than (A) claims and/or actions by the Company against the Investor under this Agreement (to the extent expressly permitted under paragraph 6 of this Agreement), (B) claims and/or actions by the Company against Parent and/or Merger Sub under the Merger Agreement (but solely to the extent permitted thereby), and (C) claims and/or actions by the Company under the Support Agreement. Paragraphs 3, 4, 5, 6, 7 and 10 shall remain in full force and effect, notwithstanding any termination of this Agreement. The Commitment set forth herein shall not be assignable by Parent without the Investor’s and the Company’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of each of the Investor and the Company and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. The rights of the Company hereunder shall not be assignable by the Company without the Investor's and Parent's prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of the Investor and Parent and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. The obligations of the Investor hereunder shall not be assignable by the Investor without Parent’s and the Company’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of each of Parent and the Company and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment; provided that, subject to paragraph 1(b), the Investor may assign one or more portions of its Commitment to any of its Affiliates and/or to any fund or entity advised by Investor or its Affiliates so long as such assignment does not impair, delay or prevent the consummation of the Closing; provided, further, that no such assignment by the Investor shall relieve the Investor of any of its obligations hereunder. Any transfer or assignment in violation of the preceding three sentences shall be null and void. This Agreement and the Merger Agreement set forth the entire agreement of the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings with respect thereto.

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Page 4

4. Other than as required by applicable Law or the rules of any national securities exchange (including as and to the extent required in connection with any SEC filing relating to the Merger and the other transactions contemplated by the Merger Agreement) (each a “Relevant Authority”) or in connection with the enforcement of, or any Action related to or arising in connection with, this Agreement or the Merger Agreement, each of the parties agree that it will not, nor will it permit its representatives, advisors or Affiliates to, disclose to any Person the contents of this Agreement, other than to (a) their respective Affiliates, limited partners, general partners, members, managers, directors, officers, employees, agents and advisors (collectively, “Representatives”) and (b) the Company and its Representatives; provided, that each of the foregoing is instructed to maintain the confidentiality of this Agreement subject to the terms set forth herein. Notwithstanding the preceding sentence, the Company, the Investor, and their respective Affiliates and Representatives shall have the right to make such disclosures as are required by any Governmental Authority having jurisdiction over the Company, the Investor, and their respective Affiliates or Representatives; provided that, except to the extent not reasonably practicable or as may be prohibited by applicable Law, such disclosing party shall provide a copy of any such disclosure to the other parties hereto, with a reasonable opportunity promptly to review and provide written comment on any such disclosure in advance, and the disclosing party shall consider such written comments in good faith.

5. The Investor Affiliates are express third party beneficiaries of paragraphs 3, 4, 5, 6, 7, 9, 10 and 11 of this Agreement. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, each party hereto, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no Person other than Parent and the Investor has obligations hereunder and that, notwithstanding that the Investor is a limited partnership, no Person has any remedy, recourse or right of recovery hereunder against, or contribution from any Investor Affiliate, through the Investor, Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of the Investor, Parent or Merger Sub against the Investor or any Investor Affiliate, or otherwise. For purposes of this Agreement, the term “Investor Affiliate” means any former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents, controlling persons, assignee or Affiliates of the Investor or the foregoing (it being understood that the term Investor Affiliate shall not include the Investor, Parent or Merger Sub). For the avoidance of doubt, neither the Investor nor any Investor Affiliate is a party to, or has any obligations under, the Merger Agreement.

6. Except as otherwise set forth in paragraph 5 or this paragraph 6, this Agreement is solely for the benefit of Parent and is not intended to, nor does it, confer any benefits on, or create any rights or remedies in favor of, any person other than Parent. In no event shall any of Parent’s creditors have any right to enforce this Agreement or to cause Parent to enforce this Agreement. Notwithstanding anything that may be expressed or implied in this Agreement to the contrary, the Company (but, for the avoidance of doubt, not its stockholders or any of its other securityholders) is hereby made an express and intended third-party beneficiary of this Agreement and may enforce the terms of this Agreement against the Investor and Parent as if the Company were a party hereto (a) solely with respect to the Closing Payment Commitment, if, and only if, (i) all conditions set forth in Section 7.1 and Section 7.2 of the Merger Agreement have been satisfied or waived (other than those conditions that, by their terms, cannot be satisfied until the Closing but which are fully capable of being satisfied at the Closing) and (ii) Parent and Merger Sub fail to consummate the Closing by the date on which the Closing would otherwise be required to have occurred pursuant to Section 1.2 of the Merger Agreement, (b) solely with respect to the Damages Commitment, solely pursuant to a Final Order and subject to the limitations (including the cap on damages) set forth in this Agreement and the Merger Agreement, (c) solely with respect to the Reimbursement Commitment, solely following a termination of the Merger Agreement, and (d) to enforce the provisions of paragraphs 9, 10, 11 and 12 of this Agreement, and in each of the cases of clauses “(a)”, “(b)” “(c)” and (d) above, without a requirement to post a bond or other security as a prerequisite to obtaining equitable relief .

7. Each party acknowledges and agrees that (a) this Agreement is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this Agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise and (b) the obligations of the Investor under this Agreement are solely contractual and not fiduciary in nature.

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8. The Investor hereby represents and warrants with respect to itself to Parent that (a) it has all limited partnership power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by the Investor has been duly and validly authorized and approved by all necessary limited partnership action by it; (c) this Agreement has been duly and validly executed and delivered by it and, assuming due and valid authorization, execution and delivery by the other parties hereto, constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Agreement; (d) it has and will have for so long as this Agreement shall remain in effect uncalled capital commitments or otherwise will have available funds sufficient to fund the amount of (i) the Closing Payment Commitment when and as required hereunder for so long as the Merger Agreement has not been terminated or (ii) the Damages Commitment when and as required hereunder for so long as this Agreement shall remain in effect in accordance with paragraph 3 hereof; (e) except for such consents, approvals, authorizations, permits of, filings with and notifications to, Governmental Authorities contemplated by the Merger Agreement to be obtained or made after the date hereof, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by the Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; (f) there is not in existence any document, agreement, arrangement or understanding in relation to any aspect of this Agreement to which the Investor, Parent, or any of their Affiliates is a party which would prejudice Parent’s ability to pay or procure payment of the amounts payable pursuant to the Merger Agreement or the Investor’s ability to fund the Commitment pursuant to this Agreement; and (g)(i) it and its Affiliates and their representatives will not cause Parent to file for any voluntary Insolvency Proceeding, (ii) the Investor will take all necessary actions so that Parent does not file for any voluntary Insolvency Proceeding and (iii) the Investor will use reasonable best efforts to oppose any involuntary Insolvency Proceeding, in each case with respect to Parent (for the avoidance of doubt, in no event shall such efforts include the obligation to provide or expend funds that are not otherwise required to be provided or expended pursuant to this Agreement). “Insolvency Proceeding” means any insolvency, bankruptcy, winding up, moratorium, receivership, dissolution, assignment, reorganization or other similar proceeding under any provisions of federal or state bankruptcy Law.

9. This Agreement may not be amended or otherwise modified without the prior written consent of Parent, the Investor and the Company.

10.

(a)

THIS AGREEMENT AND ANY CLAIM, CAUSE OF ACTION OR ACTION (WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY DIRECTLY OR INDIRECTLY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPATED HEREBY, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CHOICE OR CONFLICTS OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. Each of the parties hereto (i) expressly submits to the personal jurisdiction and venue of the Chosen Courts in the event any dispute between the parties hereto (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (ii) expressly waives any claim of lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum with respect to such a claim, and (iii) agrees that it shall not bring any claim, action or proceeding against any other parties hereto relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party hereto hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth herein or in Section 9.6 of the Merger Agreement, as applicable, with such service to become effective ten (10) days after such mailing.

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(b)

EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, DIRECTLY OR INDIRECTLY, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH 10(b).

11. This Agreement may be executed (including by an electronic signature (e.g., DocuSign)) in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by email of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

12. For all purposes hereunder, the Company (prior to the Effective Time) and the Company Board, as applicable, shall act, including with respect to the granting of any consent, permission or waiver or the making of any determination, only as directed by the Special Committee or its designees.

* * * * * * *

If this Agreement is agreeable to you, please so indicate by signing in the space indicated below.

	Very truly yours,

	PAINE SCHWARTZ FOOD CHAIN FUND VI, L.P.

	By:	Paine Schwartz Food Chain Fund VI GP, L.P.
	Its:	General Partner

	By:	Paine Schwartz Food Chain Fund VI UGP, LLC
	Its:	General Partner

	By:	/s/ Kevin Schwartz
	Name:	Kevin Schwartz
	Title:	Managing Member

Accepted and agreed as of the date first written above

PROJECT CLOUD HOLDINGS, LLC

By:	/s/ Kevin Schwartz
Name:	Kevin Schwartz
Title:	President and Chief Executive Officer

Signature Page to Equity Commitment Letter

	Transaction Valuation			Fee Rate		Amount of Filing Fee
Fees to be Paid	$	185,089,422.00	(1)		0.0001102	$	20,397.00	(2)
Fees Previously Paid	$	0					20,397.00
Total Transaction Valuation	$	185,089,422.00
Total Fees Due for Filing						$	0
Total Fees Previously Paid							20,397.00
Total Fee Offsets							20,397.00	(3)
Net Fee Due						$	0

(1)	Aggregate number of securities to which transaction applies: As of November 11, 2022, the maximum number of securities of AgroFresh Solutions, Inc. (the “Company”) to which this transaction applies is estimated to be 61,696,474, which consists of (a) 53,052,352 shares of shares of the Company’s common stock, par value $0.0001 per share, entitled to receive the per share merger consideration of $3.00; (b) 1,554,909 shares of common stock underlying outstanding stock options, which are entitled to receive the per share merger consideration of $3.00 minus any applicable exercise price; (c) 41,250 shares of common stock underlying outstanding stock appreciation rights, which may be entitled to receive the per share merger consideration of $3.00 minus any applicable base price; (d) 2,026,646 shares of common stock underlying outstanding restricted stock units entitled to receive the per share merger consideration of $3.00; (e) 148,895 shares of common stock underlying outstanding phantom restricted stock units entitled to receive the per share merger consideration of $3.00; (f) a maximum of 4,048,320 shares of common stock underlying outstanding restricted stock units subject to performance-based vesting, which may be entitled to receive the per share merger consideration of $3.00 (assuming maximum achievement of all applicable performance conditions); (g) a maximum of 138,344 shares of common stock underlying outstanding phantom restricted stock units subject to performance-based vesting, which may be entitled to receive the per share merger consideration of $3.00 (assuming maximum achievement of all applicable performance conditions); (h) one share of Series A preferred stock, par value $0.0001 per share, entitled to receive the merger consideration of $3.00; and (i) 685,757 shares of common stock reserved for issuance pursuant to employee stock purchase plans.

(2)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of November 11, 2022, the underlying value of the transaction was calculated based on the sum (a) the product of 53,052,352 shares of common stock and the per share merger consideration of $3.00; (b) the product of 1,554,909 shares of common stock underlying outstanding stock options and the per share merger consideration of $3.00; (c) the product of 41,250 shares of common stock underlying outstanding stock appreciation rights and the per share merger consideration of $3.00; (d) the product of 2,026,646 shares of common stock underlying outstanding restricted stock units and the per share merger consideration of $3.00; (e) the product of 148,895 shares of common stock underlying outstanding phantom restricted stock units and the per share merger consideration of $3.00; (f) the product of 4,048,320 shares of common stock underlying outstanding restricted stock units subject to performance-based vesting and the per share merger consideration of $3.00 (assuming the restricted stock units vest at maximum achievement of all applicable performance conditions); (g) the product of 138,344 shares of common stock underlying outstanding phantom restricted stock units subject to performance-based vesting and the per share merger consideration of $3.00 (assuming the 138,344 shares are paid out at maximum achievement of all applicable performance conditions); (h) the product of the one share of Series A preferred stock and the merger consideration of $3.00; and (i) the product of 685,757 shares of common stock reserved for issuance pursuant to employee stock purchase plans and the per share merger consideration of $3.00. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.0001102.

(3)	The Company previously paid $20,397.00 upon the filing of its Preliminary Proxy Statement on Schedule 14A on December 21, 2022 in connection with the transaction reported hereby.