AgroFresh Solutions, Inc. (Form: 8-K, Received: 04/06/2017 16:36:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 4, 2017

AgroFresh Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)



Delaware (State or other jurisdiction of incorporation)	001-36316 (Commission File Number)	46-4007249 (I.R.S. Employer Identification Number)



One Washington Square 510-530 Walnut Street, Suite 1350 Philadelphia, PA (Address of principal executive offices)		19106 (Zip code)

(267) 317-9139

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material Definitive Agreement.

On April 4, 2017, AgroFresh Solutions, Inc. (the “Company”) entered into an agreement (the “Amendment Agreement”) with The Dow Chemical Company (“TDCC”), Rohm and Haas Company (“R&H”), Boulevard Acquisition Sponsor, LLC (the “Sponsor”), AgroFresh Inc., a wholly-owned subsidiary of the Company (“AgroFresh”), Avenue Capital Management II, L.P. (“Avenue”) and, solely as to certain sections of the Amendment Agreement, Joel Citron, Darren Thompson and Robert J. Campbell (collectively, the “Founding Holders”), Marc Lasry and Stephen Trevor. Pursuant to the Amendment Agreement and certain related agreements entered into on the same date (as described below), among other things, the Company and TDCC agreed to modify certain obligations of the Company pursuant to (i) the Stock Purchase Agreement, dated April 30, 2015 (the “Purchase Agreement”), between the Company and TDCC, and (ii) the Tax Receivables Agreement, dated July 31, 2015 (the “Tax Receivables Agreement”), among the Company, TDCC, R&H and AgroFresh, and (iii) the Warrant Purchase Agreement, dated July 31, 2015 (the “Warrant Purchase Agreement”), among the Company, TDCC, R&H and the Sponsor. Each of Mr. Campbell, Mr. Lasry and Mr. Trevor is a member of the Company’s board of directors (the “Board”), and each of TDCC and the Sponsor is a significant stockholder of the Company.

Amendment Agreement

Pursuant to the Amendment Agreement, the Company agreed to pay TDCC, in full satisfaction of the Company’s obligations with respect to (i) the working capital adjustment under the Purchase Agreement, (ii) certain transfer and value added tax reimbursement obligations under the Purchase Agreement, and (iii) the amount payable to TDCC pursuant to the Tax Receivables Agreement on account of the 2015 tax year, the aggregate amount of $20 million, of which $10 million was paid on April 4, 2017 and the remaining $10 million is payable on or before January 31, 2018.

Also pursuant to the Amendment Agreement, each of Avenue and TDCC agreed to make available to the Company a credit facility, providing for loans of up to $50 million each, for use to complete one or more potential acquisitions prior to December 31, 2019, in each case subject to approval by both Avenue and TDCC. Any such loans would be provided on such terms as may be mutually agreed upon by Avenue and Dow, and would be subject to compliance by the Company with the terms of its senior credit facility and any other outstanding debt documents.

The Amendment Agreement also includes waivers by the Company and the other parties thereto to any existing restrictions on transfer of the Company’s securities to the extent necessary to permit (i) the Sponsor to transfer to R&H 3,000,000 of the warrants to purchase shares of the Company’s common stock held by the Sponsor, which transfer occurred on April 4, 2017 pursuant to the terms of the Amendment Agreement, and (ii) the Sponsor to distribute or otherwise transfer to any member of the Sponsor any shares of the Company’s common stock, or warrants to purchase such shares, held by the Sponsor (subject to any such transferee agreeing to be bound by any applicable agreements restricting the transfer of such securities). The Amendment Agreement also contains mutual releases and provisions regarding non-disparagement and indemnification.

A copy of the Amendment Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Amendment Agreement is qualified in its entirety by reference thereto.

First Amendment to Tax Receivables Agreement

On April 4, 2017, the Company, TDCC, R&H and AgroFresh entered into a First Amendment to the Tax Receivables Agreement (the “TRA Amendment”). The TRA Amendment reduces, from 85% to 50%, the percentage that the Company is required to pay annually to TDCC pursuant to the Tax Receivables Agreement of the amount of the tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a Section 338(h)(10) election that the Company and TDCC made in connection with the transactions contemplated by the Purchase Agreement. The amendment to the Tax Receivables Agreement is effective for all applicable tax years ending after December 31, 2015. Other than the foregoing, the TRA Amendment Agreement does not modify the terms of the Tax Receivables Agreement.

A copy of the TRA Amendment is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the TRA Amendment is qualified in its entirety by reference thereto.

Stock Buyback Agreement

On April 4, 2017, the Company and TDCC entered into a letter agreement (the “Stock Buyback Agreement”), pursuant to which TDCC agreed to use it reasonable best efforts to purchase up to 5,070,358 shares of the Company’s common stock in the open market (representing approximately 10% of the total number of shares of the Company’s common stock currently

outstanding). Such purchases would be effected by means of one or more plans or programs designed to comply with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended (the “Rule 10b5-1 Plans”), over a period of up to 18 months commencing on the date on which a Rule 10b5-1 Plan is adopted, and would be subject to all of the terms, conditions and limitations contained in any 10b5-1 Plan adopted by TDCC. The timing and amount of any share purchases by TDCC will depend on the terms and conditions contained in any Rule 10b5-1 Plan adopted by TDCC, the market price of the Company’s common stock and trading volumes, and no assurance can be given that any particular amount of shares will be purchased by TDCC.

A copy of the Stock Buyback Agreement is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference, and the foregoing description of the Stock Buyback Agreement is qualified in its entirety by reference thereto.

Termination of Warrant Purchase Agreement

On April 4, 2017, the Company, TDCC, R&H and the Sponsor entered into a letter agreement (the “WPA Termination Agreement”), pursuant to which the Warrant Purchase Agreement was terminated effective immediately. Also pursuant to the WPA Termination Agreement, the parties agreed that the Sponsor, in good faith consultation with TDCC, will work with the corporate governance and nominating committee of the Board to identify and recommend to the Board a qualified individual to fill the vacancy on the Board that will exist immediately following the completion of the Company’s 2017 annual meeting of stockholders, which individual must qualify as an independent director under the listing standards of the NASDAQ Stock Market.

A copy of the WPA Termination Agreement is filed with this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference, and the foregoing description of the WPA Termination Agreement is qualified in its entirety by reference thereto.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosure contained in Item 1.01 above under the heading “Termination of Warrant Purchase Agreement” is incorporated into this Item 1.02 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 above under the heading “Amendment Agreement” is incorporated into this Item 2.03 by reference.

Item 8.01 Other Events.

On April 5, 2017, the Company issued a press release regarding the matters described in Item 1.01. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Exhibits

(d) Exhibits.



Exhibit Number		Exhibit

10.1		Agreement, dated April 4, 2017, among the registrant, The Dow Chemical Company, Rohm and Haas Company, Boulevard Acquisition Sponsor, LLC, AgroFresh Inc., Avenue Capital Management II, L.P. and, solely as to certain sections thereof, Joel Citron, Darren Thompson, Robert J. Campbell, Marc Lasry and Stephen Trevor.
10.2		First Amendment to Tax Receivables Agreement, dated April 4, 2017, among the registrant, The Dow Chemical Company, Rohm and Haas Company and AgroFresh Inc.
10.3		Letter Agreement, dated April 4, 2017, between the registrant and The Dow Chemical Company.
10.4		Letter Agreement, dated April 4, 2017, among the registrant, The Dow Chemical Company, Rohm and Haas Company and Boulevard Acquisition Sponsor, LLC.
99.1		Press Release issued by the Company on April 5, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: April 6, 2017



	AGROFRESH SOLUTIONS, INC. By: /s/ Thomas Ermi Name: Thomas Ermi Title: Vice President and General Counsel

EXHIBIT INDEX



Exhibit Number		Exhibit

10.1		Agreement, dated April 4, 2017, among the registrant, The Dow Chemical Company, Rohm and Haas Company, Boulevard Acquisition Sponsor, LLC, AgroFresh Inc., Avenue Capital Management II, L.P. and, solely as to certain sections thereof, Joel Citron, Darren Thompson, Robert J. Campbell, Marc Lasry and Stephen Trevor.
10.2		First Amendment to Tax Receivables Agreement, dated April 4, 2017, among the registrant, The Dow Chemical Company, Rohm and Haas Company and AgroFresh Inc.
10.3		Letter Agreement, dated April 4, 2017, between the registrant and The Dow Chemical Company.
10.4		Letter Agreement, dated April 4, 2017, among the registrant, The Dow Chemical Company, Rohm and Haas Company and Boulevard Acquisition Sponsor, LLC.
99.1		Press Release issued by the Company on April 5, 2017.

Exhibit 10.1

AGREEMENT

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 ”).

WITNESSETH:

WHEREAS, the Company and TDCC have entered into that certain Stock Purchase Agreement, dated as of April 30, 2015 (as amended, the “ Stock Purchase Agreement ”), which provides, among other things, for payment by the Company or TDCC, as applicable, of a Working Capital Adjustment Amount and certain amounts in respect of Transfer Taxes, and the Company and TDCC wish to settle all claims in respect of such payments;

WHEREAS, in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, the Company, TDCC, ROH and AgroFresh have entered into that certain Tax Receivables Agreement, dated as of July 31, 2015 (as amended, the “ Tax Receivables Agreement ”), pursuant to which, among other things, the Company is required to make certain payments to ROH, and the parties to the Tax Receivables Agreement wish to settle all claims in respect of such payments due and payable in respect of the 2015 tax year;

WHEREAS, in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, the Company, TDCC, ROH and the Sponsor have entered into that certain Warrant Purchase Agreement, dated as of July 31, 2015 (as amended, the “ Warrant Purchase Agreement ”);

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, TDCC, ROH and AgroFresh have entered into that certain First Amendment to the Tax Receivables Agreement (the “ TRA Amendment ”), pursuant to which the parties to the Tax Receivables Agreement have agreed to modify payments due and payable under the Tax Receivables Agreement in respect of the 2016 tax year and any tax year thereafter under the Tax Receivables Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, TDCC and the Sponsor have entered into that certain letter agreement (the “ Letter Agreement ”), pursuant to which, among other things, TDCC agreed to purchase additional shares of common stock of the Company on the open market;

WHEREAS, pursuant to Section 6 hereof, immediately following the execution and delivery of this Agreement, the Sponsor will transfer 3,000,000 Warrants (as defined in the Warrant Purchase Agreement) (the “ Transferred Warrants ”) to ROH, at no cost to ROH (the “ Sponsor Warrant Transfer ”); and

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, TDCC, ROH and the Sponsor, have entered into that certain letter agreement (the “ WPA Letter Agreement ”), pursuant to which such parties agreed to terminate the Warrant Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, covenants and agreements herein contained, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:


1.	Bundled Payments .

Bundled Payments . In consideration of the agreements of the Company hereunder, including under clauses b, c and d below, the Company shall pay to TDCC by wire transfer of immediately available funds to the account or accounts designated by TDCC (i) a payment of $10,000,000 on the date hereof and (ii) a payment of $10,000,000 on or prior to January 31, 2018 (such payments, collectively, the “ Bundled Payments ”) and the Company shall have no further liability with respect to any such obligations other than the Bundled Payments.

Working Capital Adjustment Amount . Notwithstanding anything to the contrary set forth in the Stock Purchase Agreement, the Bundled Payments shall be in full satisfaction of TDCC’s and the Company’s obligations under Section 2.4 of the Stock Purchase Agreement (the “ Working Capital Adjustment Receivables ”) and the Company shall have no further liability with respect to any such obligations other than the Bundled Payments.

Transfer Taxes . Notwithstanding anything to the contrary set forth in the Stock Purchase Agreement, the Bundled Payments shall be in full satisfaction of the Company’s obligations under the second sentence of Section 5.10(g) of the Stock Purchase Agreement (the “ Transfer Taxes Receivables ”) and the Company shall have no further liability with respect to any such obligations other than the Bundled Payments.

2015 Taxable Year . Notwithstanding anything to the contrary set forth in the Tax Receivables Agreement, the Bundled Payments shall be in full satisfaction of the payment obligations of the Company and AgroFresh under Section 5 of the Tax Receivables Agreement with respect to the Covered Taxable Year (as defined in the Tax Receivables Agreement) ending December 31, 2015 (the “ 2015 TRA Receivables ”) and the Company shall have no further liability with respect to any such obligations other than the Bundled Payments.


e.	Allocation of Bundled Payments . The Bundled Payments shall be allocated among the Working Capital Adjustment Receivables, the Transfer Taxes Receivables and the 2015 TRA Receivables as determined by TDCC in its sole discretion, which such discretion shall be exercised in a manner that is not inconsistent with applicable Law.


f.	Deemed Determination of Final Closing Working Capital . The parties to the Tax Receivables Agreement acknowledge and agree that for purposes of Section 4(a) of the Tax Receivables Agreement the Final Closing Working Capital is deemed to be determined as of the date of this Agreement.

Credit Facilities . From the date of this Agreement until December 31, 2019, each of Avenue (or one or more of its Affiliates), on the one hand, and TDCC (or one or more of its Affiliates), on the other hand, agrees, subject to the terms and conditions hereof, to provide a credit facility (each, an “ Acquisition Credit Facility ”) to the Company and the Company’s subsidiaries providing for loans of up to $50,000,000 in the aggregate per Acquisition Credit Facility for use by the Company and its subsidiaries to consummate one or more Permitted Acquisitions (as defined below). The Company shall give notice to Avenue and TDCC of any Permitted Acquisition that it seeks to finance under the Acquisition Credit Facilities. If Avenue and TDCC each approve making a loan under their respective Acquisition Credit Facility with respect to a Permitted Acquisition, the terms and conditions of such Acquisition Credit Facility shall be mutually agreed upon by Avenue and TDCC, including the interest rate, maturity, amortization, call protection, covenants, representations, warranties and events of default. Avenue and TDCC agree that the terms and conditions of any Acquisition Credit Facility provided by Avenue and the terms and conditions of any Acquisition Credit Facility provided by TDCC shall be identical in all material respects and that TDCC and Avenue shall always lend equal amounts under their respective Acquisition Credit Facilities to the Company and its subsidiaries in respect of each Permitted Acquisition. Avenue and TDCC acknowledge that extensions of credit under the Acquisition Credit Facilities would require compliance by the Company and its subsidiaries with the terms and conditions of any existing debt documents, including that certain Credit Agreement, dated July 31, 2015 (as amended, the “ Existing Credit Agreement ”), by and among AgroFresh, as the borrower, AF Solutions Holdings LLC, acting as guarantor, Bank of Montreal, as administrative agent and the Lenders (as defined therein) and other parties from time to time party thereto and the Company agrees that any loans under the Acquisition Credit Facilities are subject to compliance with the Existing Credit Agreement and such other existing documents, as such documents may be modified or waived. For purposes of this Agreement, “ Permitted Acquisition ” means the acquisition of a Person, business unit, intellectual property or technology, whether structured as an equity acquisition, asset acquisition, merger or other business combination transaction, that is approved by both Avenue and TDCC prior to December 31, 2019, which approval may be provided or withheld by either Avenue or TDCC in its sole and absolute discretion.


3.	Waiver of Transfer Restrictions .

Sponsor Warrant Transfer . Each party hereto hereby irrevocably waives any and all restrictions on transfer to the extent necessary to permit the Sponsor Warrant Transfer, including such restrictions set forth in the (i) Investor Rights Agreement, dated July 31, 2015, by and among the Company, ROH, TDCC, the Sponsor and the Founding Holders (the “ IRA ”), (ii) the letter agreement in reference to the “Initial Public Offering,” dated July 31, 2015, by and between the Sponsor and the Company (the “ Lock-Up Letter ”) and (iii) Securities Escrow Agreement, dated as of February 12, 2014, by and among the Founding Holders, the Company, the Sponsor and Continental Stock Transfer & Trust Company (as amended by that certain Amendment Agreement, dated as of July 31, 2015, the “ Securities Escrow Agreement ”), in each case as amended by the Lock-Up Extension Agreement, dated May 9, 2016, by and among the Company, TDCC, ROH, the Sponsor and the Founding Holders and, solely with respect to Section 1(b) and Section 3 thereof, Continental Stock Transfer & Trust Company (the “ Lock-Up Extension Agreement ”).


b.	Certain Equity Interests . Each party hereto hereby irrevocably waives any and all restrictions on transfer to the extent necessary to permit the Sponsor to distribute or otherwise transfer shares of common stock, par value $0.0001 of the Company (“ Common Stock ”) and any Warrants exercisable for shares of Common Stock held

by the Sponsor to any member of the Sponsor (each such member, a “Sponsor Member” and each such distribution or transfer, a “ Sponsor Member Transfer ”), including such restrictions set forth in the IRA, the Lock-Up Letter and the Securities Escrow Agreement, in each case as amended by the Lock-Up Extension Agreement, so long as the Sponsor Member enters into a customary joinder agreement to the Securities Escrow Agreement, the Lock-Up Letter and the IRA (as a Holder (as defined in the IRA) thereunder), in each case as amended by the Lock-Up Extension Agreement, as applicable, to the extent that such agreements contain restrictions on transfer of Common Stock or Warrants that remain in effect at such time, in connection with such Sponsor Member Transfer.


4.	Release; Indemnification; Covenant Not to Sue .

The Company hereby releases and agrees, subject to the limitation contained in Section 4(e) , to indemnify and hold harmless (including for any costs and attorneys’ fees), TDCC and its Affiliates (including but not limited to ROH) and their respective directors, officers, employees, agents, representatives and advisors (the “ TDCC Parties ”), from any and all potential claims relating to the Stock Purchase Agreement or any other agreement or letter executed in connection therewith (each an “ Ancillary Agreement ”), any and all transactions contemplated under or in connection therewith, and the parties’ performance of any and all obligations in respect of all such matters, including the equity marketing for the Company, other than the Excluded Claims (such potential claims, collectively, the “ Claims ”). For purposes of this Agreement, “ Excluded Claims ” shall mean any claims (i) relating to the Existing Credit Agreement brought by the administrative agent or the Lenders with respect to any events occurring prior to the Closing, (ii) arising out of any breach of or inaccuracy in any Fundamental Representation or (iii) arising out of any breach by any party of any of its obligations under this Agreement, the Letter Agreement, the TRA Amendment or the WPA Letter Agreement.


b.	Each of AgroFresh, the Sponsor, Avenue, Lasry, Trevor and the Founding Holders hereby releases the TDCC Parties from the Claims. Each of TDCC and ROH hereby releases the Company, AgroFresh, the Sponsor, Avenue, Lasry, Trevor and the Founding Holders and their respective directors, officers, employees, agents, representatives and advisors, from the Claims.

Each of the Company, AgroFresh, the Sponsor, Avenue, Lasry, Trevor and the Founding Holders hereby covenants (i) not to sue the TDCC Parties for the Claims, (ii) not to induce or encourage any other Person, directly or indirectly, to bring suit or otherwise take any action based on the Claims and (iii) to use commercially reasonable efforts to cooperate with the TDCC Parties in defense of any Claims. Each of TDCC and ROH hereby covenants (i) not to sue the Company, AgroFresh, the Sponsor, Avenue, Lasry, Trevor, the Founding Holders, each of their respective Affiliates, and each of their respective directors, officers, employees, agents, representatives and advisors, for the Claims, (ii) not to induce or encourage any other Person, directly or indirectly, to bring suit or otherwise take any action based on the Claims and (iii) to use commercially reasonable efforts to cooperate with the Company, AgroFresh, the Sponsor, Avenue, Lasry, Trevor and the Founding Holders in defense of any Claims. Each of the Company, AgroFresh, the Sponsor, Avenue, Lasry, Trevor and the Founding Holders hereby assigns to TDCC any proceeds or benefits such party receives by virtue of any action brought based on the Claims.

Notwithstanding anything to the contrary contained in this Section 4 , nothing in this Section 4 (including the above releases and covenants not to sue) shall apply to the failure of any Person to perform or comply after the date hereof with any of its obligations and covenants that are to be performed or complied with after the date hereof pursuant to the terms and conditions of the Stock Purchase Agreement or any Ancillary Agreement, in each case as may be modified by this Agreement, the Letter Agreement, the TRA Amendment and the WPA Letter Agreement.


e.	Notwithstanding anything to the contrary contained herein, the Company’s indemnification and hold harmless obligations pursuant to Section 4(a) shall not exceed a combined, cumulative amount equal to $45,000,000.

The TDCC Party entitled to, or claiming a right to indemnification pursuant to, Section 4(a) (the “ Indemnified Person ”) shall give written notice in accordance herewith to the Company of the assertion of any claims, or the commencement of any Proceeding, by any Person who is not an Indemnified Person in respect of which claims for indemnity may be sought under Section 4(a) (a “ Third Party Claim ”) as promptly as is reasonably practicable after becoming aware thereof; provided, however, that the failure of the Indemnified Person to give such notice shall not relieve the Company of its obligations under Section 4(a) except to the extent (if any) that the Company shall have been materially prejudiced thereby. The Company may, at its own expense, (i) participate in the defense of any such Third Party Claim and (ii) upon written notice to the Indemnified Person acknowledging that the Company is obligated to indemnify the Indemnified Person for Losses relating to or arising from such Third Party Claim (subject to the limitation set forth in Section 4(e) ), at any time during the course of any such Third Party Claim (other than a Third Party Claim that is a Proceeding or investigation by a Governmental Authority), assume the defense thereof with counsel of recognized standing and competence that is reasonably satisfactory to the Indemnified Person. If the Company assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Company; provided, however, that if the Company and the

Indemnified Person are both named parties to the Proceeding or investigation and, in the reasonable opinion of counsel (of recognized standing and competence) to the Indemnified Person, representation of both parties by the same counsel would be inappropriate due to conflicting interests between the Company and the Indemnified Person, then the Indemnified Person shall be entitled to participate in such defense with one separate counsel at the reasonable expense of the Company (subject to the limitation set forth in Section 4(e) ). Whether or not the Company chooses to defend or prosecute any such Proceeding or investigation, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Any settlement or compromise made or caused to be made by the Indemnified Person or the Company, as the case may be, of any such Third Party Claim shall also be binding upon the Company or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided that the Company will not compromise or settle any Third Party Claim without the prior written consent of the Indemnified Person; provided, further, that such prior written consent of the Indemnified Person shall not be unreasonably withheld, conditioned or delayed so long as such compromise or settlement (i) provides for payment of money by the Company as the sole relief for the claimant and results in the full unconditional release of each Indemnified Person from all liability arising out of such Third Party Claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability (criminal or otherwise) on behalf of any Indemnified Person and (iii) does not contain any equitable order, judgment or term which in any manner adversely affects, restrains or interferes with the Company’s business or the business of any Indemnified Person or any Indemnified Person’s Affiliates.


5.	General Representations . As an inducement to the other parties hereto to enter into this Agreement, each party hereto hereby represents and warrants to the other parties hereto the following:

Organization; Good Standing; Qualification . Such party (if such party is not an individual) is validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other business entity power and authority to conduct its business as currently conducted, except where the failure to be in good standing or to have such power and authority would not materially impair such party’s ability to consummate the transactions contemplated hereby or comply with the terms and provisions hereof applicable to such party.

Authority; Approvals . Such party has requisite power and authority (and, in the case of a party that is an individual, the requisite capacity) to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly authorized and duly and validly executed and delivered by such party and (assuming due authorization, execution and delivery by the other parties hereto) constitutes legal, valid and binding obligations of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by the Enforceability Limitations.

No Violation . Neither the execution and delivery of this Agreement by such party nor the consummation by such party of the transactions contemplated hereby nor compliance by such party with any of the terms or provisions hereof applicable to such party will (i) if such party is not an individual, violate any provision of such party’s constituent documents or (ii) (A) violate any Law applicable to such party or any of its respective assets or (B) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination or cancellation of, or result in the creation of any Lien upon any of the assets of such party under any of the terms, conditions or provisions of any Contract to which such party is a party, or by which their or any of its assets may be bound, except, in the case of clause (ii) where such violation conflict, breach, default, termination, cancellation or Lien (as applicable) would not materially impair such party’s ability to consummate the transactions contemplated hereby or to comply with the terms and provisions hereof applicable to such party.


d.	Consents and Approvals . No consents or approvals of or filings or registrations with any Governmental Authority, or of or with any third party, are necessary in connection with the execution and delivery by such party of this Agreement or the consummation by such party of the transactions contemplated hereby and compliance by such party with any of the provisions hereof.

Sponsor Warrant Transfer . The Sponsor hereby agrees to transfer the Transferred Warrants to ROH, at no cost to ROH, on the date hereof. The Company hereby represents and warrants to ROH that, prior to the execution and delivery of this Agreement, the Company has delivered to Continental Stock Transfer & Trust Company all documents requested by Continental Stock Transfer & Trust Company in connection with the transfer of the Transferred Warrants to ROH. Concurrently with the execution and delivery of this Agreement, the Sponsor shall (a) deliver to Continental Stock Transfer & Trust Company all documents required to effect the transfer of the Transferred Warrants to ROH and (b) irrevocably instruct Continental Stock Transfer & Trust Company to transfer the Transferred Warrants to ROH. Subject to the Sponsor’s compliance with its obligations in this Section 6 , the Company shall cause Continental Stock Transfer & Trust Company to deliver, on the date hereof, a screenshot evidencing consummation of the Sponsor Warrant Transfer to ROH. ROH hereby represents and warrants to Sponsor that, as of the date hereof, (a) ROH is an “accredited investor” as that term is defined under Regulation D under the Securities Act of 1933, as amended and (b) ROH is receiving the Transferred

Warrants for its own account and without a view to the distribution or resale thereof. ROH acknowledges and agrees that the Transferred Warrants are or remain subject to the Transferred Warrants Permitted Liens.


7.	Transferred Warrants Representations . As an inducement to ROH to enter into this Agreement, the Sponsor hereby represents and warrants to ROH the following:

Ownership . As of immediately prior to the Sponsor Warrant Transfer, the Sponsor is the sole record owner of all of the Transferred Warrants, free and clear of all liens, other than liens arising from (i) the Investor Rights Agreement, (ii) that certain replaced and superseded letter agreement, dated July 31, 2015, between the Sponsor and the Company, (iii) that certain Warrant Agreement, between the Company and Continental Stock Transfer & Trust Company and (iv) applicable securities laws (the liens described in clauses (i) through (iv) being, collectively, “ Transferred Warrants Permitted Liens ”).


b.	Title . Upon consummation of the Sponsor Warrant Transfer, the Sponsor will have delivered to ROH good and valid title to the Transferred Warrants free and clear of all liens, other than Transferred Warrants Permitted Liens.


8.	Miscellaneous .

Publicity . No public announcement or other publicity regarding the existence of this Agreement, the TRA Amendment, the Letter Agreement, any Rule 10b5-1 Plan (as defined in the Letter Agreement) or the WPA Letter Agreement or its or their contents or the transactions contemplated hereby or thereby shall be made by the Company, AgroFresh, TDCC, ROH, the Sponsor, the Founding Holders, Trevor or Lasry or any of their respective Representatives without the prior written Consent of the Company and TDCC, in any case, as to form, content, timing and manner of distribution or publication (which Consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the prior written Consent of the Company or TDCC shall not be required hereunder with respect to any press release, public announcement or communication that is substantially similar to a press release, public announcement or communication previously issued with the prior written Consent of such party. Each of the parties hereto agrees to hold confidential the terms and provisions of this Agreement, the TRA Amendment, the Letter Agreement, any Rule 10b5-1 Plan (as defined in the Letter Agreement) and the WPA Letter Agreement and the terms of the transactions contemplated hereby or thereby. Notwithstanding the foregoing, nothing in this Section 8(a) shall prevent any party or its Affiliates or any other Person from making any public announcement or disclosure required by Law or the rules of any stock exchange; provided that, except for any amendment to Schedule 13D or report pursuant to Section 16 of the Exchange Act to be filed by TDCC, Sponsor or their respective Affiliates with the SEC in connection with performance of the Letter Agreement (other than the amendment to Schedule 13D to be filed by TDCC and its Affiliates and the Sponsor and its Affiliates with the SEC in connection with entering into the Letter Agreement and the WPA Letter Agreement, among other matters, as applicable), prior to making such required public announcement or disclosure such party, its Affiliate or other Person shall give the Company and TDCC (in each case to the extent such party is not the disclosing party) prior notice of, and a reasonable opportunity to comment on, the timing and contents of the proposed public announcement or disclosure.

Non-Disparagement . Each of the Company, TDCC, ROH, the Sponsor, AgroFresh and Avenue agrees that, from the date hereof until the third anniversary of this Agreement, (i) none of its directors, officers or senior executives or any of the directors, officers or senior executives of its subsidiaries or affiliates will, and (ii) it will instruct its directors, officers and senior executives and the directors, officers and senior executives of its subsidiaries and affiliates and its advisors and representatives that advised or represented it in connection with the transactions contemplated by this Agreement or the Stock Purchase Agreement (each of the Company, TDCC, ROH, the Sponsor, AgroFresh and Avenue, together with each party described in clauses (i) and (ii) , an “ ND Party ”) not to, make any statement, or cause any statement to be made, to any third party that disparages, ridicules or criticizes any Sponsor Holder. Each Sponsor Holder agrees that, from the date hereof until the third anniversary of this Agreement, (i) he will not, and (ii) he will instruct his advisors and representatives that advised or represented him in connection with the transactions contemplated by this Agreement or the Stock Purchase Agreement not to, make any statement, or cause any statement to be made, to any third party that disparages, ridicules or criticizes any ND Party. Notwithstanding anything to the contrary in this Section 8(b) , nothing in this Section 8(b) shall prohibit any of the foregoing parties from giving truthful testimony in any legal proceeding pending before any Governmental Authority.


c.	Further Assurances . On and after the execution of this Agreement, each party hereto shall execute and deliver to any other party such documents, agreements and other instruments as may be reasonably requested by such other party and are required to effectuate the transactions contemplated by this Agreement.

Amendments and Waivers . This Agreement may be amended, modified or supplemented only by an instrument in writing signed by the parties hereto. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term or covenant contained in this Agreement shall be effective unless it is in a writing signed by such party.


e.	Assignment; No Third Party Beneficiaries . This Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


f.	Severability . If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.


g.	Counterparts . This 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.


h.	Capitalized Terms . Capitalized terms used in this Agreement that are not otherwise defined herein have the meanings given to such terms in the Stock Purchase Agreement.

Other Definitional Provisions and Interpretation . The headings preceding the text of Sections included in this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. The use of “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument shall mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof and the terms of the TRA Amendment. Underscored references to Sections or clauses shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Section, paragraph or clause of this Agreement.


j.	Governing Law . This 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.


k.	Waiver of Jury Trial; Jurisdiction; Venue . The provisions of Section 11.14 of the Stock Purchase Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis .

[ SIGNATURE PAGES FOLLOW ]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by as of the date first written above by their respective officers thereunto duly authorized.



	AgroFresh Solutions, Inc.

	/s/ Jordi Ferre
	By:	Jordi Ferre
	Title:	Chief Executive Officer



	THE DOW CHEMICAL COMPANY

	/s/ Eric P. Blackhurst
	By:	Eric P. Blackhurst
	Title:	Authorized Representative



	ROHM AND HAAS COMPANY

	/s/ Mark Gibson
	By:	Mark Gibson
	Title:	Chief Financial Officer and Treasurer



	BOULEVARD ACQUISITION SPONSOR, LLC

	/s/ Marc Lasry
	By:	Marc Lasry
	Title:	Managing Member



	AGROFRESH INC.

	/s/ Jordi Ferre
	By:	Jordi Ferre
	Title:	Chief Executive Officer



	AVENUE CAPITAL MANAGEMENT II, L.P.

	By:	Avenue Capital Management II GenPar, LLC, its General Partner

	/s/ Marc Lasry
	By:	Marc Lasry
	Title:	Managing Member



	/s/ Joel Citron
	By:	Joel Citron



	/s/ Darren Thompson
	By:	Darren Thompson



	/s/ Robert J. Campbell
	By:	Robert J. Campbell



	/s/ Marc Lasry
	By:	Marc Lasry



	/s/ Stephen Trevor
	By:	Stephen Trevor

Exhibit 10.2

FIRST AMENDMENT TO THE TAX RECEIVABLES AGREEMENT

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 ”).

WITNESSETH:

WHEREAS, the Company and TDCC have entered into that certain Stock Purchase Agreement, dated as of April 30, 2015 (as amended, the “ Stock Purchase Agreement ”); and

WHEREAS, in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, the Company, TDCC, ROH and AgroFresh have entered into that certain Tax Receivables Agreement, dated as of July 31, 2015 (the “ Tax Receivables Agreement ”), pursuant to which the Company is required to make certain payments to ROH, and the parties to the Tax Receivables Agreement wish to modify such payments due and payable in respect of the 2016 tax year and any tax year thereafter.


1.	Amendment to Tax Receivables Agreement . The Tax Receivables Agreement is hereby amended, as it applies to the Covered Taxable Years (as defined in the Tax Receivables Agreement) ending after December 31, 2015, by replacing all references to “eighty-five percent (85%)” with “fifty percent (50%)” in Sections 5(b), 5(c) and 5(f) of the Tax Receivables Agreement.


2.	General Representations . As an inducement to the other parties hereto to enter into this Amendment, each party hereto hereby represents and warrants to the other parties hereto the following:

Organization; Good Standing; Qualification . Such party is validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other business entity power and authority to conduct its business as currently conducted, except where the failure to be in good standing or to have such power and authority would not materially impair such party’s ability to consummate the transactions contemplated hereby or comply with the terms and provisions hereof applicable to such party.

Authority; Approvals . Such party has requisite power and authority to execute and deliver this Amendment, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Amendment has been duly authorized and duly and validly executed and delivered by such party and (assuming due authorization, execution and delivery by the other parties hereto) constitutes legal, valid and binding obligations of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by the Enforceability Limitations.

No Violation . Neither the execution and delivery of this Amendment by such party nor the consummation by such party of the transactions contemplated hereby nor compliance by such party with any of the terms or provisions hereof applicable to such party will (i) violate any provision of such party’s constituent documents, (ii) violate any Law applicable to such party or any of its respective assets or (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination or cancellation of, or result in the creation of any Lien upon any of the assets of such party under any of the terms, conditions or provisions of any Contract to which such party is a party, or by which their or any of its assets may be bound, except, in the case of clauses (ii) and (iii) where such violation conflict, breach, default, termination, cancellation or Lien (as applicable) would not materially impair such party’s ability to consummate the transactions contemplated hereby or to comply with the terms and provisions hereof applicable to such party.

Consents and Approvals . Except for filings by the Company with the SEC required under the Exchange Act, no consents or approvals of or filings or registrations with any Governmental Authority, or of or with any third party, are necessary in connection with the execution and delivery by such party of this Amendment or the consummation by such party of the transactions contemplated hereby and compliance by such party with any of the provisions hereof.


3.	Miscellaneous .

No Other Amendments; Effect of Amendment . Except as specifically amended above, the Tax Receivables Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. Whenever the Tax Receivables Agreement is referred to in the Tax Receivables Agreement, the Stock Purchase Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to the Tax Receivables Agreement as amended by this Amendment.


b.	Further Assurances . On and after the execution of this Amendment, each party hereto shall execute and deliver to any other party such documents, agreements and other instruments as may be reasonably requested by such other party and are required to effectuate the transactions contemplated by the Tax Receivables Agreement as amended by this Amendment.


c.	Counterparts . This Amendment 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.


d.	Applicable Law . This Amendment shall be governed exclusively by and construed and enforced exclusively in accordance with the internal Laws of the State of New York without giving effect to the principles of conflicts of law thereof.


e.	Capitalized Terms . Capitalized terms used in this Amendment that are not otherwise defined herein have the meanings given to such terms in the Stock Purchase Agreement.


f.	Joint Drafting . This Amendment shall be deemed to be the joint work product of the parties hereto any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[ SIGNATURE PAGES FOLLOW ]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by as of the date first written above by their respective officers thereunto duly authorized.



	AgroFresh Solutions, Inc.

	/s/ Jordi Ferre
	By:	Jordi Ferre
	Title:	Chief Executive Officer



	THE DOW CHEMICAL COMPANY

	/s/ Eric P. Blackhurst
	By:	Eric P. Blackhurst
	Title:	Authorized Representative



	ROHM AND HAAS COMPANY

	/s/ Mark Gibson
	By:	Mark Gibson
	Title:	Chief Financial Officer and Treasurer



	AGROFRESH INC.

	/s/ Jordi Ferre
	By:	Jordi Ferre
	Title:	Chief Executive Officer

Exhibit 10.3

The Dow Chemical Company

2030 Dow Center

Midland, MI 48674

April 4, 2017

AgroFresh Solutions, Inc.

One Washington Square

510-530 Walnut Street, Suite 1350

Philadelphia, PA 19106-2390

STOCK BUYBACK

Dear Ladies and Gentlemen:

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.

Common Stock Purchases . During the period commencing on the Rule 10b5-1 Plan Adoption Date and ending on the 18 ^th month anniversary of the Rule 10b5-1 Plan Adoption Date (the “ Purchase Period ”), TDCC shall, or shall cause one or more of its Affiliates to, use reasonable best efforts, subject to the terms and conditions set forth herein, to purchase from time to time up to 5,070,358 shares of Common Stock, in the aggregate, by means of, and in accordance with one or more plans or programs designed to comply with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), (each such plan or program, a “ Rule 10b5-1 Plan ”). Each such Rule 10b5-1 Plan adopted by TDCC during the Purchase Period shall be in one of the two forms, and contain the terms, conditions and limitations, as agreed to by the parties hereto on the date of this letter agreement, and the parties acknowledge and agree that TDCC shall have no obligation hereunder to adopt or implement a Rule 10b5-1 Plan containing any terms, conditions or limitations other than those set forth in such form or otherwise purchase any shares of Common Stock.

TDCC shall adopt a Rule 10b5-1 Plan (which such new Rule 10b5-1 Plan shall be in the form, and contain the terms, conditions and limitations, as agreed to by the parties hereto on the date of this letter agreement) at the earliest practicable date that such Rule 10b5-1 Plan may be adopted in compliance with the requirements of Rule 10b5-1 of the Exchange Act (such date, the “ Rule 10b5-1 Plan Adoption Date ”). Subject to the immediately following paragraph, during the Purchase Period, (a) TDCC agrees not to amend, modify or terminate such Rule 10b5-1 Plan or suspend the purchases of Common Stock being made pursuant to such Rule 10b5-1 Plan, except (i) in the event that TDCC determines in good faith, in its sole discretion, that purchasing additional shares of Common Stock would reasonably be expected to require TDCC and/or any of its Affiliates to consolidate the results of operations and financial position of the Company and/or any of the Company’s subsidiaries (determined in accordance with United States generally accepted accounting principles and consistent with SEC reporting requirements), (ii) as required by applicable Law upon the advice of TDCC’s outside counsel or (iii) with the prior written consent of the Sponsor and the Company, and (b) TDCC shall have no obligation to amend, modify or terminate such Rule 10b5-1 Plan or suspend the purchases of Common Stock being made pursuant to such Rule 10b5-1 Plan.

Nothing in this letter agreement shall obligate TDCC to make any purchases of Common Stock in violation of the Hart-Scott-Rodino Antitrust Act of 1976, as amended (the “ HSR Act ”). If any notification under the HSR Act is required to complete the acquisitions contemplated by this letter agreement, TDCC shall (a) file promptly with the United States Department of Justice Antitrust Division and the United States Federal Trade Commission the notification and report forms required by the HSR Act in connection with TDCC purchasing additional shares of Common Stock as contemplated by this letter agreement and make any other filings required to be made with any Governmental Authorities in connection with securing Competition Law clearances with respect to such additional purchases of Common Stock and (b) TDCC may terminate the then-current Rule 10b5-1 Plan until TDCC has obtained all actions or nonactions, waivers, expirations or terminations of waiting periods, clearances, Consents or orders of Governmental Authorities under applicable Competition Law necessary to legally permit TDCC to purchase additional shares of Common Stock as contemplated by this letter agreement (the “ Merger Control Clearances ”). The Company shall bear any associated filing fees and other reasonable and documented out of pocket costs and expenses (including attorney’s fees) incurred by TDCC in connection with such filings. In the event TDCC has elected to terminate the Rule 10b5-1 Plan pursuant to clause (b) above, upon TDCC obtaining all Merger Control Clearances, TDCC shall adopt a new Rule 10b5-1 Plan (which such new Rule 10b5-1

Plan shall be in the form, and contain the terms, conditions and limitations, as agreed to by the parties hereto on the date of this letter agreement) at the earliest practicable date that such new Rule 10b5-1 Plan may be adopted in compliance with the requirements of Rule 10b5-1 of the Exchange Act.

If at any time during the Purchase Period there is any stock split (including reverse stock split), share reclassification, stock dividend or distribution, or combination, exchange, readjustment of shares, or similar transaction affecting the Company, the parties agree to make adjustments both to the number of shares that TDCC or its Affiliates shall endeavor to purchase and to the implied maximum price that TDCC or its Affiliates shall be obligated to pay under Section 1 of this letter agreement to reflect such change in an equitable manner mutually acceptable to TDCC and the Company, it being understood that an outcome consistent with the then-applicable Rule 10b5-1 Plan shall be acceptable to the Company.


2.	General Representations . As an inducement to the other parties hereto to enter into this letter agreement, each party hereto hereby represents and warrants to the other parties hereto the following:

Authority; Approvals . Such party has requisite power and authority (and, in the case of a party that is an individual, the requisite capacity) to execute and deliver this letter agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This letter agreement has been duly authorized and duly and validly executed and delivered by such party and (assuming due authorization, execution and delivery by the other parties hereto) constitutes legal, valid and binding obligations of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by the Enforceability Limitations.

No Violation . Neither the execution and delivery of this letter agreement by such party nor the consummation by such party of the transactions contemplated hereby nor compliance by such party with any of the terms or provisions hereof applicable to such party shall (i) if such party is not an individual, violate any provision of such party’s constituent documents or (ii) (A) violate any Law applicable to such party or any of its respective assets or (B) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination or cancellation of, or result in the creation of any Lien upon any of the assets of such party under any of the terms, conditions or provisions of any Contract to which such party is a party, or by which their or any of its assets may be bound, except, in the case of clause (ii) where such violation conflict, breach, default, termination, cancellation or Lien (as applicable) would not materially impair such party’s ability to consummate the transactions contemplated hereby or to comply with the terms and provisions hereof applicable to such party.

Consents and Approvals . Except for filings by TDCC with the SEC required under the Exchange Act and any Merger Control Clearances, no consents or approvals of or filings or registrations with any Governmental Authority, or of or with any third party, are necessary in connection with the execution and delivery by such party of this letter agreement or the consummation by such party of the transactions contemplated hereby and compliance by such party with any of the provisions hereof.


3.	Miscellaneous .


a.	Further Assurances . On and after the execution of this letter agreement, each party hereto shall execute and deliver to any other party such documents, agreements and other instruments as may be reasonably requested by such other party and that are required to effectuate the transaction contemplated by this letter agreement.

Amendments and Waivers . This letter agreement may be amended, modified or supplemented only by an instrument in writing signed by the parties hereto. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term or covenant contained in this letter agreement shall be effective unless it is in a writing signed by such party.


c.	Assignment; No Third Party Beneficiaries . This letter agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement.


d.	Severability . If any provision of this letter agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

Specific Performance . Each party to this letter agreement (i) may demand specific performance of this Agreement and (ii) hereby irrevocably waives any defense based on the adequacy of a remedy at law or the inappropriateness of specific performance as a remedy for breach of this letter agreement in any action that may be brought by any party against any other party in respect of this letter agreement.


f.	Counterparts . 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.


g.	Capitalized Terms . Capitalized terms used in this letter agreement that are not otherwise defined herein have the meanings given to such terms in the Stock Purchase Agreement, dated as of April 30, 2015, by and between the Company and TDCC, as amended.

Other Definitional Provisions and Interpretation . The headings preceding the text of sections included in this letter agreement are for convenience only and shall not be deemed part of this letter agreement or be given any effect in interpreting this letter agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this letter agreement. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. The use of “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this letter agreement), document or instrument shall mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Underscored references to sections or clauses shall refer to those portions of this letter agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this letter agreement as a whole and not to any particular section, paragraph or clause of this letter agreement.


i.	Governing Law . 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.


j.	Waiver of Jury Trial; Jurisdiction; Venue . The provisions of Section 11.14 of the Stock Purchase Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis .

[ SIGNATURE PAGES FOLLOW ]

Please sign below to indicate your agreement to the terms set out in this letter.



	Sincerely yours,

	The Dow Chemical Company

	/s/ Eric P. Blackhurst
	By:	Eric P. Blackhurst
	Title:	Authorized Representative

ACCEPTED AND AGREED:



AgroFresh Solutions, Inc.

/s/ Jordi Ferre
By:	Jordi Ferre
Title:	Chief Executive Officer

Exhibit 10.3

The Dow Chemical Company

2030 Dow Center

Midland, MI 48674

April 4, 2017

AgroFresh Solutions, Inc.

One Washington Square

510-530 Walnut Street, Suite 1350

Philadelphia, PA 19106-2390

TERMINATION OF WARRANT PURCHASE AGREEMENT AND BOARD COMPOSITION

Dear Ladies and Gentlemen:

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 ”).

The parties to the Warrant Purchase Agreement have discussed their mutual desire to terminate the Warrant Purchase Agreement. In consideration of the foregoing and the mutual representations, covenants and agreements herein contained, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:


1.	Termination of Warrant Purchase Agreement . Notwithstanding anything to the contrary set forth therein, the Warrant Purchase Agreement is hereby terminated effective immediately and all provisions contained therein are of no further force and effect, with no remaining liability of any party to the Warrant Purchase Agreement with respect thereto.

Board of Directors . The Sponsor, in good faith consultation with TDCC, shall work with the corporate governance and nominating committee of the board of directors of the Company (the “ Board ”) to identify and recommend to the Board a qualified individual to fill the vacancy on the Board existing immediately following the completion of the 2017 annual meeting of the stockholders of the Company. Such individual must qualify as an independent director under the NASDAQ Stock Market listing standards.


3.	General Representations . As an inducement to the other parties hereto to enter into this letter agreement, each party hereto hereby represents and warrants to the other parties hereto the following:

No Violation . Neither the execution and delivery of this letter agreement by such party nor the consummation by such party of the transactions contemplated hereby nor compliance by such party with any of the terms or provisions hereof applicable to such party shall (i) if such party is not an individual, violate any provision of such party’s constituent documents or (ii) (A) violate any Law applicable to such party or any of its respective assets or (B) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination or cancellation of, or result in the creation of any Lien upon any of the assets of such party under any of the terms, conditions or provisions of any Contract (other than the Warrant Purchase Agreement) to which such party is a party, or by

which their or any of its assets may be bound, except, in the case of clause (ii) where such violation conflict, breach, default, termination, cancellation or Lien (as applicable) would not materially impair such party’s ability to consummate the transactions contemplated hereby or to comply with the terms and provisions hereof applicable to such party.

Consents and Approvals . Except for filings by TDCC, the Sponsor and the Company with the SEC required under the Exchange Act, no consents or approvals of or filings or registrations with any Governmental Authority, or of or with any third party, are necessary in connection with the execution and delivery by such party of this letter agreement or the consummation by such party of the transactions contemplated hereby and compliance by such party with any of the provisions hereof.


4.	Miscellaneous .


a.	Further Assurances . On and after the execution of this letter agreement, each party hereto shall execute and deliver to any other party such documents, agreements and other instruments as may be reasonably requested by such other party and that are required to effectuate the transaction contemplated by this letter agreement.


c.	Assignment; No Third Party Beneficiaries . This letter agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement.


d.	Severability . If any provision of this letter agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.


f.	Counterparts . 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.


g.	Capitalized Terms . Capitalized terms used in this letter agreement that are not otherwise defined herein have the meanings given to such terms in the Stock Purchase Agreement.


i.	Governing Law . 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.


j.	Waiver of Jury Trial; Jurisdiction; Venue . The provisions of Section 11.14 of the Stock Purchase Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis .

[ SIGNATURE PAGES FOLLOW ]

Please sign below to indicate your agreement to the terms set out in this letter.



	Sincerely yours,

	The Dow Chemical Company

	/s/ Eric P. Blackhurst
	By:	Eric P. Blackhurst
	Title:	Authorized Representative

ACCEPTED AND AGREED:



AgroFresh Solutions, Inc.

/s/ Jordi Ferre
By:	Jordi Ferre
Title:	Chief Executive Officer


Rohm and Haas Company

/s/ Mark Gibson
By:	Mark Gibson
Title:	Chief Financial Officer and Treasurer


Boulevard Acquisition Sponsor, LLC

/s/ Marc Lasry
By:	Marc Lasry
Title:	Managing Member

Exhibit 99.1

AgroFresh Solutions Announces Various Agreements with The Dow Chemical Company and Avenue Capital

Revisions to Tax Receivables Agreement, Warrant Purchase Agreement and Payable Balances Provides Immediate Estimated Benefit of Approximately $85 million

PHILADELPHIA, April 5, 2017 -- AgroFresh Solutions, Inc. ("AgroFresh" or the "Company") (NASDAQ: AGFS), a global leader in produce freshness solutions, announced today revisions to various agreements arising from its separation from The Dow Chemical Company (“Dow”). Collectively, these revisions increase the Company’s equity and reduce its interest expense and cash payments associated with certain ongoing obligations.

Jordi Ferre, Chief Executive Officer, commented, "The modifications negotiated with Dow and Avenue Capital reflect their confidence in AgroFresh, our proprietary SmartFresh ^TM technology and the future prospect for the Company to become the leader in solutions that extend the freshness and quality of fruit and produce from storage to retail. Not only will this agreement immediately increase our equity and improve our future financial performance by reducing the interest expense and cash payments, importantly it will help us accelerate our path into future growth.”

The existing Tax Receivables Agreement (“TRA”) has been amended to provide that AgroFresh’s obligations to make future payments will be reduced from 85% to 50% of the tax savings associated with the step-up in the value of the AgroFresh assets that occurred in connection with the business combination. The net present value of the TRA liability will be reduced by $65 million and interest expense on this obligation is expected to decrease by approximately $6 million per year.

Dow has also agreed to buy up to 10% of AgroFresh’s outstanding shares through open market purchases. Additionally, the Company, Dow and Avenue have agreed to terminate the Warrant Purchase Agreement entered into in connection with the business combination, with no further obligations on the part of any of the parties. Lastly, Dow and Avenue Capital (through its affiliates) have agreed to make available up to $100 million of aggregate borrowing capacity for potential strategic acquisitions by the Company.

About AgroFresh

AgroFresh Solutions, Inc. (NASDAQ: AGFS) is a global industry leader in providing innovative data-driven specialty solutions aimed at enabling growers and packers of fresh produce to preserve and enhance the freshness, quality and value of fresh produce and to maximize the percentage of produce supplied to the market relative to the amount of produce grown. Its flagship product is the SmartFresh™ Quality System, a freshness protection technology proven to maintain firmness, texture and appearance of fruits during storage and transport. SmartFresh is currently commercialized in over 40 countries worldwide. Additionally the company has a number of different solutions and application technologies that have either been launched (Harvista, RipeLock, LandSpring) or will be launched in the future that will extend its footprint to other crops and steps of the global produce supply chain. For more information, please visit www.agrofresh.com.

Forward-Looking Statements

In addition to historical information, this release may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements

of historical facts, included in this release that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions (or the negative versions of such words or expressions). Forward-looking statements include, without limitation, information concerning the Company's possible or assumed future results of operations, including all statements regarding financial guidance, anticipated future growth, business strategies, competitive position, industry environment, potential acquisition and growth opportunities, the value of the revisions to the Company’s agreements with Dow described herein, and the effects of regulation. These statements are based on management's current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's management's control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks include, without limitation, the risk of increased competition; the ability of the business to grow and manage growth profitably; costs related to the Business Combination and/or related to operating AgroFresh as a stand-alone public company; changes in applicable laws or regulations, and the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors. Additional risks and uncertainties are identified and discussed in the Company's filings with the SEC, which are available at the SEC's website at www.sec.gov.

Contact:

Joe Hassett

Gregory FCA

610-228-2110

joeh@gregoryfca.com

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