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.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 23rd, 2022 • AgroFresh Solutions, Inc. • Agricultural chemicals • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 21, 2022, is entered into by and among AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), each of the Persons listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), Paine Schwartz Partners, LLC (“Paine Schwartz”), and, solely for purposes of Section 10(b) and Sections 12 through 23 hereof, Paine Schwartz Food Chain Fund V, L.P. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
