WARRANT AGREEMENT BOULEVARD ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 12, 2014Warrant Agreement • February 19th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 12, 2014, is by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Boulevard Acquisition Corp. 17,500,000 Units(1) Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. Notwithstanding the foregoing, in the event of an initial business combination as described in the Prospectus consummated within the Unitholder Lock-Up Period, this Agreement does not prohibit the undersigned from redeeming their Common Stock on the same terms as the Public Stockholders.
AGROFRESH SOLUTIONS, INC. Common Stock (par value $0.0001 per share) ATM Sales AgreementAgroFresh Solutions, Inc. • June 26th, 2020 • Blank checks • New York
AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”) as follows:
SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 19th, 2014 • Boulevard Acquisition Corp. • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 12, 2014 (as it may from time to time be amended, this “Agreement”), by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”), amends and restates in its entirety, the Sponsor Warrants Purchase Agreement made as of November 19, 2013, as amended and restated on February 12, 2014, by and between the Company and the Purchaser.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2014 • Boulevard Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 12, 2014, is made and entered into by and among Boulevard Acquisition Corp., a Delaware corporation (the “Company”), Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2014 • Boulevard Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of November 19, 2013, is made and entered into by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Buyer”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 11th, 2014 • Boulevard Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2014, by and between BOULEVARD ACQUISITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 19th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 12, 2014 by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AGROFRESH SOLUTIONS, INC. INDENTURE Dated as of , 20 [Name of Trustee] TrusteeIndenture • February 11th, 2022 • AgroFresh Solutions, Inc. • Agricultural chemicals • New York
page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 5 Section 1.1. Definitions. 5 Section 1.2. Other Definitions. 8 Section 1.3. Incorporation by Reference of Trust Indenture Act. 8 Section 1.4. Rules of Construction. 8 ARTICLE II. THE SECURITIES 9 Section 2.1. Issuable in Series. 9 Section 2.2. Establishment of Terms of Series of Securities. 9 Section 2.3. Execution and Authentication. 10 Section 2.4. Registrar and Paying Agent. 11 Section 2.5. Paying Agent to Hold Money in Trust. 12 Section 2.6. Securityholder Lists. 12 Section 2.7. Transfer and Exchange. 12 Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities. 12 Section 2.9. Outstanding Securities. 13 Section 2.10. Treasury Securities. 13 Section 2.11. Temporary Securities. 13 Section 2.12. Cancellation. 14 Section 2.13. Defaulted Interest. 14 Section 2.14. Global Securities. 14 Section 2.15. CUSIP Numbers. 15 ARTICLE III. REDEMPTION 15 Section 3.1. Notice to Trustee. 15 Section 3.2. Selection of Securities to be Re
AGREEMENT AND PLAN OF MERGER by and among PROJECT CLOUD HOLDINGS, LLC, PROJECT CLOUD MERGER SUB, INC. and AGROFRESH SOLUTIONS, INC. dated as of November 21, 2022Agreement and Plan of Merger • November 23rd, 2022 • AgroFresh Solutions, Inc. • Agricultural chemicals • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 21, 2022 (this “Agreement”), by and among Project Cloud Holdings, LLC, a Delaware limited liability company (“Parent”), Project Cloud Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and AgroFresh Solutions, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement.
Dated as of July 31, 2015 and amended and restated as of July 27, 2020 Amended and Restated Credit Agreement among AgroFresh Solutions, Inc., as Parent, AF Solutions Holdings LLC, as Holdings, AgroFresh Inc. as Borrower, the Lenders party hereto, and...Credit Agreement • July 29th, 2020 • AgroFresh Solutions, Inc. • Blank checks • New York
[Lenders: please select either one of Column A or B, as appropriate, and then complete and execute the signature block below.]
February 12, 2014Letter Agreement • February 19th, 2014 • Boulevard Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 21,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1 No. 333-193320 and 333-193922 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission
February 12, 2014Letter Agreement • February 19th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 21,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1 No. 333-193320 and 333-193922 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 19th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of February 12, 2014 (the “Agreement”) by and among Boulevard Acquisition Corp., a Delaware corporation (the “Company”), Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Joel Citron, Darren Thompson and Robert J. Campbell (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2014 • Boulevard Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2014 by and between Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EMPLOYMENT AGREEMENT CLINTON LEWISEmployment Agreement • April 12th, 2021 • AgroFresh Solutions, Inc. • Agricultural chemicals • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 12, 2021, by and between AgroFresh Solutions, Inc. (the “Company”), and Clinton Lewis (“Executive”).
AGROFRESH SOLUTIONS, INC. CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENTChange in Control Executive Severance Agreement • April 12th, 2021 • AgroFresh Solutions, Inc. • Agricultural chemicals • Delaware
This CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”), dated as of April 12, 2021, is entered into between AgroFresh Solutions, Inc., a Delaware corporation (“AgroFresh” or the “Company”), and Clinton Lewis (the “Executive”).
AGROFRESH SOLUTIONS, INC.Indenture • December 21st, 2018 • AgroFresh Solutions, Inc. • Blank checks • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
REGISTRATION RIGHTS AGREEMENT by and between AGROFRESH SOLUTIONS, INC., and PSP AGFS HOLDINGS, L.P. Dated as of July 27, 2020Registration Rights Agreement • July 29th, 2020 • AgroFresh Solutions, Inc. • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 27, 2020 by and between AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), PSP AGFS Holdings, L.P., a Delaware limited partnership (“PSP”). Capitalized terms that are used herein but not defined elsewhere are defined in Exhibit A.
NONQUALIFIED STOCK OPTION AGREEMENT FORNonqualified Stock Option Agreement • March 22nd, 2018 • AgroFresh Solutions, Inc. • Blank checks • Delaware
RESTRICTED STOCK AGREEMENT FORRestricted Stock Agreement • March 22nd, 2018 • AgroFresh Solutions, Inc. • Blank checks • Delaware
SIDE AGREEMENTSide Agreement • June 15th, 2020 • AgroFresh Solutions, Inc. • Blank checks • Delaware
SIDE AGREEMENT, dated as of June 13, 2020 (this “Agreement”), entered into by and among AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), PSP AGFS Holdings, L.P., a Delaware limited partnership (“Investor”) and Rohm and Haas Company, a Delaware corporation (together with its affiliates, “Dow”).
MUTUAL SERVICES AGREEMENTMutual Services Agreement • December 5th, 2016 • AgroFresh Solutions, Inc. • Blank checks • Delaware
This MUTUAL SERVICES AGREEMENT (this “Agreement”) is made as of November 29, 2016 (the “Effective Date”) by and among AgroFresh Solutions, Inc., a Delaware corporation (together with each of its wholly-owned and majority-owned direct or indirect subsidiaries, “AgroFresh”), RipeLocker LLC, a Washington limited liability company (“RipeLocker”), and George Lobisser, a resident of the State of Washington (“Consultant”).
The Dow Chemical Company Midland, MI 48674Warrant Purchase Agreement • April 6th, 2017 • AgroFresh Solutions, Inc. • Blank checks • Delaware
In connection with the consummation of the transactions contemplated by that certain Stock Purchase Agreement, dated as of April 30, 2015 (as amended, the “Stock Purchase Agreement”), between AgroFresh Solutions, Inc., f/k/a Boulevard Acquisition Corp., a Delaware corporation (the “Company”), and The Dow Chemical Company, a Delaware corporation (“TDCC”), the Company, TDCC, Rohm and Haas Company, a Delaware corporation (“ROH”), and Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), entered into that certain Warrant Purchase Agreement, dated as of July 31, 2015 (as amended, the “Warrant Purchase Agreement”).
Paine Schwartz Food Chain Fund VI, L.P. New York, NY 10017Letter Agreement • December 21st, 2022 • AgroFresh Solutions, Inc. • Agricultural chemicals
This letter agreement (this “Agreement”) sets forth the commitment of Paine Schwartz Food Chain Fund VI, L.P., a Cayman Islands limited partnership (the “Investor”), subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by paragraph 3 of this Agreement to purchase, directly or indirectly, equity securities of Project Cloud Holdings, LLC, a Delaware limited liability company (“Parent”), at or immediately prior to the Closing. It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Project Cloud Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), Parent shall acquire the Company through the merger of Merger Sub with and into the Company. Capitalized terms used but not otherwise defined herei
STOCK PURCHASE AGREEMENT BY AND BETWEEN THE DOW CHEMICAL COMPANY AND BOULEVARD ACQUISITION CORP. Dated as of April 30, 2015 SALE OF THE AGROFRESH BUSINESSStock Purchase Agreement • May 4th, 2015 • Boulevard Acquisition Corp. • Blank checks • New York
This STOCK PURCHASE AGREEMENT is made as of April 30, 2015, by and between The Dow Chemical Company, a corporation organized under the laws of Delaware (“TDCC”), and Boulevard Acquisition Corp., a corporation organized under the laws of Delaware (“Purchaser”). Certain capitalized terms used herein are defined in Article I.
TAX RECEIVABLES AGREEMENTTax Receivables Agreement • August 6th, 2015 • AgroFresh Solutions, Inc. • Blank checks • New York
This TAX RECEIVABLES AGREEMENT is made as of July 31, 2015, by and among The Dow Chemical Company, a Delaware corporation (“TDCC”), AgroFresh Inc., an Illinois corporation (“AgroFresh”), Rohm & Haas Company, a Delaware corporation (“ROH”) and Boulevard Acquisition Corp., a Delaware corporation (“Purchaser”) (each of TDCC, AgroFresh and Purchaser are referred to herein collectively as the “Parties” and individually, as a “Party”).
LOCK-UP EXTENSION AGREEMENTLock-Up Extension Agreement • May 13th, 2016 • AgroFresh Solutions, Inc. • Blank checks • Delaware
LOCK-UP EXTENSION AGREEMENT (this “Agreement”), dated as of May 9, 2016, 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”), Joel Citron, Darren Thompson and Robert J. Campbell (the “Founding Holders”) and, solely with respect to Section 1(b) and Section 3 hereof, Continental Stock Transfer & Trust Company (the “Escrow Agent”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 6th, 2015 • AgroFresh Solutions, Inc. • Blank checks • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of July 31, 2015 by and among Boulevard Acquisition Corp., a Delaware corporation (the “Company”), Rohm and Haas Company, a Delaware corporation (“ROH”), The Dow Chemical Company, a Delaware corporation (“TDCC”) and the other undersigned parties listed on the signature page hereto (the “Founding Holders”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Purchase Agreement (as hereinafter defined).
TERMINATION AGREEMENTTermination Agreement • December 20th, 2019 • AgroFresh Solutions, Inc. • Blank checks • Delaware
TERMINATION AGREEMENT (this “Agreement”), dated as of December 20, 2019, 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”). The Company, TDCC, ROH and AgroFresh are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • October 12th, 2016 • AgroFresh Solutions, Inc. • Blank checks • Pennsylvania
This Separation Agreement and Release (the “Agreement”) is between Margaret M. Loebl (“Employee”) and AgroFresh Solutions, Inc. (“Employer”) and is effective on the eighth day following Employee’s execution of this Agreement provided Employee has not revoked the Agreement (the “Effective Date”).
EMPLOYMENT AGREEMENT MARGARET M. LOEBLEmployment Agreement • August 31st, 2015 • AgroFresh Solutions, Inc. • Blank checks • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of August 19, 2015 by and between AgroFresh Solutions, Inc. (the “Company”), and Margaret M. Loebl (“Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 22nd, 2015 • Boulevard Acquisition Corp. • Blank checks • New York
In connection with the proposed acquisition (the “Transaction”) by Boulevard Acquisition Corp., a Delaware corporation (the “Company”), of all of the issued and outstanding capital stock of AgroFresh Inc., the Company is seeking commitments from certain of its existing stockholders and other persons known to the Company to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), for a purchase price of $10.25 per share, in a private placement in which the Company expects to raise an aggregate of $50,000,000 (subject to increase or decrease in the discretion of the Company). In connection therewith, the undersigned and the Company agree as follows:
AgroFresh Solutions, Inc.Warrant Purchase Agreement • December 23rd, 2015 • AgroFresh Solutions, Inc. • Blank checks • Delaware
Reference is made to the Warrant Purchase Agreement, dated as of July 31, 2015 (the “Warrant Purchase Agreement”), by and among AgroFresh Solutions, Inc., f/k/a Boulevard Acquisition Corp. (the “Company”), Rohm and Haas Company, Boulevard Acquisition Sponsor, LLC and The Dow Chemical Company. Capitalized terms used and not defined in this letter agreement shall have the meanings given to them in the Warrant Purchase Agreement.
October 26, 2022 Paine Schwartz Partners, LLCInvestment Agreement • October 27th, 2022 • AgroFresh Solutions, Inc. • Agricultural chemicals • Delaware
