STOCK PURCHASE AGREEMENT BY AND BETWEEN THE DOW CHEMICAL COMPANY AND BOULEVARD ACQUISITION CORP. Dated as of April 30, 2015 SALE OF THE AGROFRESH BUSINESS

Exhibit 2.1

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

THE DOW CHEMICAL COMPANY

AND

BOULEVARD ACQUISITION CORP.

Dated as of April 30, 2015

SALE OF

THE AGROFRESH BUSINESS

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STOCK PURCHASE AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, Rohm and ▇▇▇▇ Company, a corporation organized under the laws of Delaware and a wholly owned subsidiary of TDCC (“RandH”), owns beneficially and of record all of the issued and outstanding Equity Interests (as defined below) of AgroFresh Inc. (the “AF Interests”), a corporation organized under the laws of Illinois (“AgroFresh”);

WHEREAS, AgroFresh owns or will own, directly or indirectly, beneficially and of record all of the issued and outstanding Equity Interests of the AgroFresh Entities (as defined below) (other than AgroFresh);

WHEREAS, prior to the Restructuring Transactions (as defined below), AgroFresh, together with TDCC and certain of its Affiliates (as defined below), are engaged in the Business (as defined below) and, upon consummation of the Restructuring Transactions, the AgroFresh Entities will be engaged in the Business;

WHEREAS, the Sponsor (as defined below), Purchaser and TDCC have entered into a Standby Agreement (the “Standby Agreement”), dated as the date hereof, pursuant to which, among other things, the subscribers named therein have agreed to subscribe for and purchase from Purchaser shares of Purchaser Common Stock (as defined below), on terms and subject to the conditions set forth therein;

WHEREAS, an Affiliate of Sponsor has entered into a letter agreement with Purchaser and TDCC whereby such Affiliate of Sponsor has agreed to directly pay the Transaction Expenses (as defined below) of Purchaser in excess of the Permitted Transaction Expenses (as defined below);

WHEREAS, Purchaser or its designated Affiliates desire to purchase from RandH, and TDCC desires to cause RandH to sell to Purchaser or its designated Affiliates, all of the AF Interests, upon the terms and subject to the conditions contained herein; and

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, TDCC and Purchaser hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1                               Definitions.  The following terms shall have the following meanings for purposes of this Agreement:

“2014 Financial Information” means the audited combined statements of income and comprehensive income of the Business for the fiscal year ended December 31, 2014.

“2016 Measurement Year” means the one year period commencing on January 1, 2016, and ending on December 31, 2016.

“2017 Measurement Year” means the one year period commencing on January 1, 2017, and ending on December 31, 2017.

“Accounting Firm” has the meaning set forth in Section 2.4(c).

“Additional Purchaser SEC Reports” has the meaning set forth in Section 4.5(a).

“AF Interests” has the meaning set forth in the recitals to this Agreement.

“Affected French Business Employees” has the meaning set forth in Section 6.3(a).

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is under common control with, or is controlled by, such specified Person; provided, however, that (a) the term “Affiliate” when used with respect to any Seller shall not include the AgroFresh Entities and (b) the term “Affiliate” when used with respect to Purchaser shall not include any Seller or any Affiliate of any Seller.  The term “control” as used in the preceding sentence means, with respect to a corporation, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of such corporation, or with respect to any Person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership or other interests, by contract or otherwise.  Notwithstanding anything to the contrary contained herein, for purposes of this Agreement, the AgroFresh Entities shall be deemed to be Affiliates of Purchaser with respect to the period from and after the Closing.

“Agreement” means this Stock Purchase Agreement, including all Exhibits and Schedules hereto.

“AgroFresh” has the meaning set forth in the recitals to this Agreement.

“AgroFresh Business Combination” means the acquisition by Purchaser of the AF Interests upon the terms and subject to the conditions set forth herein.

“AgroFresh Entities” means (a) AgroFresh (b) the Subsidiaries of AgroFresh as of the date hereof and (c) the Subsidiaries of AgroFresh described on Schedule 1.1A that will be

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formed by AgroFresh or its Affiliates pursuant to the Restructuring Transactions, as such Schedule may be amended by TDCC prior to the Closing Date by written notice to Purchaser.

“AgroFresh Entity Securities” has the meaning set forth in Section 3.1(d).

“AgroFresh Products and Services” means all applications, products and services sold or provided, or in development or planned for development, by the AgroFresh Entities or Asset Transferors as of the date of this Agreement.

“Alternative Financing” has the meaning set forth in Section 5.21(a).

“Antitrust Division” means the Antitrust Division of the United States Department of Justice.

“Asset Transferors” means those entities set forth on Schedule 1.1B, as such Schedule may be amended by TDCC (provided that any Persons included in such amended Schedule are Subsidiaries of TDCC) prior to the Closing Date by written notice to Purchaser.

“Available Cash” means, as of the date of determination, (a) all proceeds of the Debt Financing (net of any original issue discount) and amounts in the Trust Account, plus (b) all other Cash and Cash Equivalents of Purchaser (including the proceeds of any issuance of Equity Interests after the date hereof).

“Bailment Agreement” means the bailment agreement substantially in the form attached hereto as Exhibit A.

“Business” means the global business relating to (a) pre- and post-harvest applications of 1-methylcyclopropene to inhibit ethylene action in fruit, horticultural, ornamental, and agronomic crops and their products, including commercial activities associated with trademarks AgroFresh, FreshStart, SmartFresh, SmartTabs, Harvista, Invinsa, LandSpring, RipeLock, and EthylBloc; (b) advisory services in connection with post-harvest technology and the use of advanced control technology and equipment for diagnostics and storage room monitoring of fresh produce, including commercial activities associated with the trademark AdvanStore; and (c) research and development of one or more broad spectrum volatile antimicrobials to minimize post-harvest decay in agricultural crops, in each case as conducted by AgroFresh, both directly and through TDCC and its Affiliates, as of the date hereof.

“Business Assets” means the assets, properties and rights of AgroFresh and the assets, properties and rights that are to be transferred to AgroFresh or its Subsidiaries pursuant to the Restructuring Transactions.

“Business Combination” has the meaning given to such term in the Purchaser Charter as of the date hereof.

“Business Combination Proposal” means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest with respect to the AgroFresh Business Combination), relating to a Business Combination.

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“Business Combined Income” means, for any given Measurement Year, the combined income before income taxes of the AgroFresh Entities as calculated for purposes of the audited GAAP financial statements of Purchaser for such Measurement Year, determined in accordance and adjusted (to the extent necessary) to comply with the Earnout Accounting Principles.

“Business Contracts” means all Contracts that are either (i) exclusively related to the Business, including those that are set forth on Schedule 1.1C(i); or (ii) set forth on Schedule 1.1C(ii), in the case of each of the foregoing clauses (i) and (ii), to the extent relating to the period subsequent to the Closing.

“Business Day” means any day of the year other than (a) any Saturday or Sunday or (b) any other day on which banks located in New York, New York are authorized or required to be closed for business.

“Business EBITDA” means, for any given Measurement Year, the Business Combined Income, adjusted as set forth below.  For purposes of this Agreement, without duplication of any of the principles and methodologies contained in the Earnout Accounting Principles and without limiting Purchaser’s obligations hereunder or Seller’s remedies hereunder, the following items shall apply to the calculation of Business EBITDA for any given Measurement Year:

(a)                                 there shall be an increase for depreciation and amortization and net interest expense;

(b)                                 there shall be no decrease for any (i) Transaction Expenses of Purchaser, any of its Affiliates or the AgroFresh Entities or (ii) Transfer Taxes;

(c)                                  there shall be no increase or decrease for extraordinary losses or unusual or nonrecurring items that are not in the ordinary course of business, including restructuring charges, gains and losses on asset sales, asset impairments (including intangible assets and goodwill), or asset write-offs;

(d)                                 there shall be no decrease for expenses related to merger and acquisition activities (including any consummated or proposed acquisition of stock or assets, or merger, consolidation or joint venture), the integration thereof, or business development opportunities outside the activities of the Business conducted during the fiscal year ended December 31, 2014;

(e)                                  there shall be no decrease for any acquisition-related expenses, including expenses related to the integration of the AgroFresh Entities after the Closing such as relocation, restructuring, employee retention incentives, or exit costs;

(f)                                   there shall be no increase or decrease for fair value step-up adjustments from purchase accounting, including with respect to inventory;

(g)                                  there shall be no increase or decrease for charges or gains from early extinguishment or refinancing of indebtedness;

(h)                                 without limiting the requirement to apply the Earnout Accounting Principles, there shall be no increase or decrease as a result of any changes in accounting

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practices, principles, standards or methodologies or a change in GAAP or any GAAP election or treatment not made or utilized by AgroFresh, TDCC or its Affiliates in preparation of the 2014 Financial Information;

(i)                                     there shall be no decrease for any amount paid in connection with any indebtedness, including the indebtedness incurred pursuant to the Debt Financing (including any refinancing thereof), including any principal, interest, prepayment premiums, penalties, breakage costs, “make whole amounts”, fees, costs or expenses;

(j)                                    there shall be no increase or decrease from a change in reserves, including reserves for inventory obsolescence, bad debts or product claims;

(k)                                 there shall be no decrease for expenses associated with the voluntary or involuntary separation from employment and/or transfer of any Transferred Employee or other expenses arising out of a consolidation of services or facilities or other rationalization or restructuring of the AgroFresh Entities subsequent to the Closing (including any required payments to any Transferred Employee pursuant to the terms of this Agreement or any agreement with, or obligation (including pursuant to applicable Law or order of any Governmental Authority) to, such Transferred Employee);

(l)                                     there shall be no decrease for any employment expenses associated with any Seconded Employee with respect to the period during which such employee is a Seconded Employee to the extent that the aggregate amount of such employment expenses exceeds the aggregate amount of such expenses associated with such employee that would have been paid by the AgroFresh Entities with respect to such period had such employee become a Transferred Employee as of the Closing Date;

(m)                             there shall be no decrease for any expenses associated with any bonus compensation plan, stock compensation plan or other incentive plan of Purchaser or any of its Affiliates to the extent the aggregate amount of such expenses exceeds 25% of the total salaries and wages compensation paid by Purchaser in such Measurement Year;

(n)                                 there shall be no decrease for capital expenditures or any expenses associated therewith;

(o)                                 there shall be no increase or decrease for any Losses or expenses recorded during any Measurement Year that are recoverable from insurance carriers or third parties or for any such amounts actually recovered from such insurance carriers or third parties;

(p)                                 there shall be no decrease for any expenses or amortization arising out of the accrual or payment of the Deferred Payment hereunder;

(q)                                 there shall be no decrease for any expenses incurred in determining the Business EBITDA or in respect of any dispute associated with the determination of Business EBITDA or the Deferred Payment hereunder;

(r)                                    there shall be no decrease for any director fees and other amounts paid by Purchaser or any of its Affiliates (including any AgroFresh Entity) to members of its governing

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bodies with respect to meetings of such governing bodies, committees thereof and other meetings directly related to the business of such governing body;

(s)                                   there shall be no decrease for any amount paid by Purchaser pursuant to the Tax Receivables Agreement;

(t)                                    there shall be no decrease for any fees or expenses, or allocations thereof, in respect of capital requirements (including equity offerings);

(u)                                 there shall be no decrease for any research and development expenses relating to the Integrated Decay Control or Invinsa (including Landspring) projects;

(v)                                 there shall be no decrease for any fees charged by Purchaser or any Affiliate of Purchaser to any AgroFresh Entity or other Affiliate of Purchaser engaged in the Business, and there shall be no decrease for any allocation (including of overhead) to any AgroFresh Entity from any parent entity;

(w)                               there shall be no increase or decrease for the impact of foreign exchange remeasurement or translation or foreign exchange gains or losses from hedging or similar derivative instruments;

(x)                                 sales, expenses and transactions originally denominated in EURO or Australian Dollars that are included in Business EBITDA shall be translated into US Dollars at a rate of (i) 1.30 Euro per US Dollar and (ii) 0.907 Australian Dollars per US Dollar; and

(y)                                 if Purchaser or any of its Affiliates sells, exchanges or otherwise disposes of any portion of its or their assets or liabilities related to or used in the operation of the Business outside of the ordinary course of business, Business EBITDA shall be increased by an amount equal to the greater of (i) the amount of Business EBITDA that would have been attributable to such assets for the fiscal year ended December 31, 2014 and (ii) the amount of Business EBITDA that was attributable to such assets for the 12 month period ending on to the date of such sale, exchange or disposal, in each case calculated as provided herein.

For the avoidance of doubt: (1) there shall be no increase or decrease to income before income taxes related to any income or loss attributable to noncontrolling interests or preferred dividends; and (2) Business EBITDA shall include all revenue associated with data registration rights and data sharing in the Measurement Year for which such revenue is recognized in accordance with GAAP.

“Business EBITDA Statement” means the Business EBITDA Statement, as subsequently agreed (or deemed agreed) or determined as set forth in Section 2.5(d)(iii).

“Business Information” has the meaning set forth in Section 11.17.

“Business Intellectual Property” means, collectively, the Business Know-How, the Business Patents and the Business Trademarks.

“Business Know-How” means the Know-How owned by AgroFresh.

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“Business Material Adverse Effect” means an effect on the operations or financial condition of the Business taken as a whole that, when viewed on both a long-term and a short-term basis, is material and adverse, excluding any effect directly or indirectly resulting, either alone or in combination, from (a) circumstances, events, effects or changes generally affecting the industries or segments thereof in which the Business operates (including changes to commodity prices, general market prices and regulatory changes affecting such industries or segments generally), (b) general business, economic or political conditions (or changes therein), (c) events, circumstances, changes or effects affecting the financial, credit or securities markets in the United States or in any other country or region in the world, including changes in interest rates or foreign exchange rate; (d) any outbreak or escalation of hostilities or declared or undeclared acts of war, sabotage, terrorist attack or any other act of terrorism, (e) earthquakes, hurricanes, tornadoes, floods or other natural disasters, weather conditions or other force majeure events in any country or region of the world, (f) any failure by the Business to meet budgets, plans, projections or forecasts (whether internal or otherwise) for any period (it being understood that the underlying cause of the failure to meet such budgets, plans, projections or forecasts may be taken into account in determining whether a Business Material Adverse Effect has occurred to the extent not otherwise excluded by this definition), (g) changes (or proposed changes) in Law or interpretation thereof or GAAP or other accounting principles or interpretation thereof, (h) circumstances, events, effects or changes attributable to the announcement of the execution of this Agreement or any Related Agreement or the announcement of the transactions contemplated hereby or thereby, the consummation of the transactions contemplated hereby or thereby or the taking of or omission to take any action, which action or omission is required, permitted or contemplated by, this Agreement or any Related Agreement (including any Divestiture Action), or consented to or requested by Purchaser, including (1) any actions of competitors; (2) any actions taken by or losses of employees, customers, distributors, suppliers, financing sources, landlords, licensors, licensees, sub-licensees or co-promotion or joint venture partners or any similar Persons, including as a result of the identity of Purchaser; (3) any delays or cancellations of orders for products or services; (4) any actions taken in connection with obtaining regulatory Consents; or (5) any Proceeding resulting therefrom or with respect thereto; (i) strikes, slowdowns or work stoppages; (j) any reduction in the price of services or products offered by the Business in response to the reduction in price of comparable services or products offered by a competitor (k)  any matter or condition described in the Schedules and Exhibits to this Agreement or (l) any announcement made or action taken by Purchaser or its Affiliates.

“Business Patents” means (a) the Transferred Patents and (b) the patents and pending patent applications owned by AgroFresh.

“Business Records” means all customer lists, supplier lists, product price lists and sales records, product specifications, advertising materials, engineering data, maintenance schedules and operating and production records, in each case that are owned by TDCC or its Affiliates and used or held for use exclusively in, or having arisen exclusively from the conduct of, the Business.

“Business Trademarks” means (a) the Transferred Trademarks and (b) the trade names, trademarks, service names and service marks (and applications for registration of the same) owned by AgroFresh.

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“Calculated EBITDA” means an amount equal to (a) (1) the Business EBITDA for the 2016 Measurement Year plus (2) the Business EBITDA for the 2017 Measurement Year, divided by (b) two (2).

“Cash and Cash Equivalents” means cash and cash equivalents, including checks, money orders, marketable securities, short-term instruments, negotiable instruments, funds in time and demand deposits or similar accounts on hand, in lock boxes, in financial institutions or elsewhere, including all cash residing in any collateral cash account securing any obligation or contingent obligation, together with all accrued but unpaid interest thereon, and all bank, brokerage or other similar accounts.

“Cash Consideration” has the meaning set forth in Section 2.3(a).

“Certifications” has the meaning set forth in Section 4.5(a).

“Change of Control” means (a) the acquisition by any Person or Persons of direct or indirect beneficial ownership of securities representing fifty percent (50%) or more of the combined voting power of the then outstanding securities of Purchaser or AgroFresh; (b) a merger, consolidation, reorganization or other business combination, however effected, resulting in the securities of Purchaser or AgroFresh outstanding immediately prior thereto failing to continue to represent at least fifty percent (50%) of the combined voting power of the outstanding securities of Purchaser or AgroFresh or the surviving Person outstanding immediately after such combination or (c) the sale, lease, exchange, transfer or other disposition of assets or businesses that constitute or represent fifty percent (50%) or more of the consolidated revenue, consolidated operating income or consolidated assets of the AgroFresh Entities (determined in accordance with GAAP) in any transaction or series of related transactions.

“Charter Amendment” means the amendment of the Purchaser Charter in accordance with Section 8.4.

“CIM” means the Confidential Information Memorandum, dated March, 2015, provided to Purchaser in connection with the transactions contemplated by this Agreement.

“Claim Notice” has the meaning set forth in Section 10.5.

“Claims Deductible” has the meaning set forth in Section 10.4(a).

“Closing” means the consummation of the transactions contemplated herein in accordance with Article VIII.

“Closing Date” means the date on which the Closing occurs.

“Closing Working Capital” means the aggregate value of: (a) the Current Assets minus (b) the Current Liabilities, in each case determined as of the Closing Date in accordance with the Working Capital Accounting Principles.

“Closing Working Capital Statement” has the meaning set forth in Section 2.4(d).

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“Code” means the United States Internal Revenue Code of 1986, as amended.

“Committed Lender” means each of the financial institutions party to a Debt Commitment Letter (including by joinder).

“Competition Law” means any applicable Law of a U.S. or foreign jurisdiction that relates to the regulation of monopolies, competition or similar matters.

“Conduct of Business Exceptions” has the meaning set forth in Section 5.2(a).

“Confidential Information” has the meaning set forth in Section 5.9(b).

“Confidentiality Agreement” means the Confidentiality Agreement dated as of March 7, 2015, by and between Purchaser and TDCC.

“Consent” means a consent, authorization or approval of a Person, or a filing or registration with a Person.

“Consolidated Taxes” shall mean all federal, state, provincial, local or foreign Taxes that are paid on an affiliated, consolidated, combined, unitary or similar basis with respect to Tax Returns that include one or more AgroFresh Entities, on the one hand, and TDCC or any of its Affiliates (other than any of the AgroFresh Entities), on the other hand.

“Contract” means a contract, lease, sales order, purchase order, agreement, indenture, mortgage, note, bond, warrant or other similar instrument.

“Conversion Rate” has the meaning set forth in Section 11.3.

“Current Assets” means (a) Cash and Cash Equivalents of all AgroFresh Entities, (b) Inventory of AgroFresh Entities or of TDCC and the Asset Transferors, (c) current accounts receivable and current notes receivable and other rights to payment from customers and other Persons, in each case of an AgroFresh Entity or of TDCC and the Asset Transferors arising exclusively out of, or exclusively relating to, the Business, and (d) current deferred charges, prepaid expenses and other current assets, in each case of AgroFresh, and in each case of clauses (a) through (d), excluding all assets relating to Taxes other than value added and similar Taxes associated with items included in clauses (c) and (d).  The parties understand and agree that any Cash and Cash Equivalents contributed by TDCC to the AgroFresh Entities pursuant to Schedule 2.3 (up to the Minimum Cash Amount (as defined therein)) shall not constitute “Current Assets” for purposes hereof.

“Current Liabilities” means (a) trade accounts payable, notes payable and other accounts payable of the AgroFresh Entities or of TDCC and the Asset Transferors arising exclusively out of, or exclusively relating to, the Business; (b) accrued liabilities of AgroFresh and (c) Customer Rebates, in each case of clause (a) or clause (b), of an AgroFresh Entity or of TDCC or any Asset Transferor exclusively relating to the Business and in each such case excluding (i) all Liabilities relating to Taxes other than value added and similar Taxes associated with items included in clause (a) or clause (b); and (ii) intercompany balances between Asset Transferor on the one hand and AgroFresh, TDCC or any other Affiliate of TDCC on the other hand.

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“Customer Rebates” means all Liabilities in respect of rebates accrued or payable to customers, in each case of (a) the AgroFresh Entities or (b) of TDCC or an Asset Transferor arising exclusively out of, or exclusively relating to the Business.

“D&O Indemnifiable Claim” has the meaning set forth in Section 5.15(a).

“D&O Indemnitees” has the meaning set forth in Section 5.15(a).

“D&O Releasor” has the meaning set forth in Section 5.15(c).

“Debt Commitment Letter” has the meaning set forth in Section 4.20(a).

“Debt Financing” has the meaning set forth in Section 4.20(a).

“Debt Financing Agreements” has the meaning set forth in Section 5.21(a).

“Debt Financing Conditions” has the meaning set forth in Section 4.20(b).

“Deferred Payment” shall have the meaning set forth in Section 2.5(a).

“Deferred Payment Amount” means fifty million Dollars ($50,000,000).

“Deferred Payment Period” means the period beginning on January 1, 2016 and ending on December 31, 2017.

“Deficiency” has the meaning set forth in Section 5.11(c).

“Deficit Amount” has the meaning set forth in Schedule 2.3.

“DGCL” means the General Corporate Law of the State of Delaware, as amended.

“Disputed Business EBITDA Statement” shall have the meaning set forth in Section 2.5(d)(ii).

“Divestiture Action” has the meaning set forth in Section 5.3(c).

“Dollars” or numbers preceded by the symbol “$” mean amounts in United States Dollars.

“Dow Name” means (a) any trademark, service ▇▇▇▇, trade name, service name, brand name, slogan, logo, Internet domain name, corporate name and other identifier of source or goodwill that includes the word “Dow”, including the Dow Diamond logo (e.g.,), (b) any and all other derivatives of the word “Dow” and (c) any names or derivatives of the operating subsidiaries or Affiliates of TDCC, including Union Carbide Corporation and RandH.

“Earnout Accounting Principles” means GAAP as applied by TDCC in the 2014 Financial Information.

“EBITDA Review Period” has the meaning set forth in Section 2.5(d)(ii).

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“▇▇▇▇▇” means the SEC’s Electronic Data-Gathering, Analysis and Retrieval system.

“Employee” means all US Employees and Remaining Employees.

“Employee Benefit Plan” means each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits).

“Enforceability Limitations” means limitations on enforcement and other remedies imposed by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally from time to time in effect or general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing with respect to those jurisdictions that recognize such concepts).

“Environmental Law” means any applicable Laws (including common law) concerning the protection of human health and the environment (including ambient air, surface water, groundwater, sediment, land, surface or subsurface strata, and natural resources) from exposure to Hazardous Substances, including Laws (a) imposing Liability in connection with cleanup, investigation or remediation relative to any Release or threatened Release, (b) relating to exposure to Hazardous Substances and protection of worker health and safety and (c) otherwise relating to the environmental aspects of the manufacture, processing, distribution, use, treatment, storage, disposal, emission, transport or handling of Hazardous Substances.

“Environmental Permit” means any Permit required by or issued pursuant to any Environmental Law.

“Equity Interests” means (a) any partnership interests, (b) any membership interests or units, (c) any shares of capital stock, (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity, (e) any subscriptions, calls, warrants, options, or commitments of any kind or character relating to, or entitling any Person or entity to purchase or otherwise acquire membership interests or units, capital stock, or any other equity securities, (f) any securities convertible into or exercisable or exchangeable for partnership interests, membership interests or units, capital stock, or any other equity securities, or (g) any other interest classified pursuant to applicable Law as an equity security of a Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” means any one of the following events (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of Law):

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(a)                                 a default in the performance of, or breach of, any covenant of Purchaser contained in Sections 2.5(g) through (i), and continuance of such default or breach for a period of ten (10) days after there has been given to Purchaser by TDCC a notice specifying such default or breach; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or that has, prior to TDCC’s written notice to Purchaser, materially impaired Business EBITDA for any Measurement Year;

(b)                                 prior to the end of the 2017 Measurement Year, a Change of Control shall have occurred;

(c)                                  a court having competent jurisdiction shall enter a decree or order for relief in respect of Purchaser or any Affiliate of Purchaser in an involuntary case under any applicable bankruptcy, insolvency or other similar Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of Purchaser or any AgroFresh Entity or for any substantial part of its property or ordering the winding up or liquidation of its affairs;

(d)                                 Purchaser or any Affiliate of Purchaser (including any AgroFresh Entity) shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar Law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of Purchaser or any Affiliate of Purchaser (including any AgroFresh Entity) or for any substantial part of its or their property, or make any general assignment for the benefit of creditors; or

(e)                                  Purchaser or any Affiliate of Purchaser (including any AgroFresh Entity) is barred or otherwise prohibited from conducting the Business or any material portion of the Business or is otherwise prohibited from obtaining or maintaining any Permit or Registration that is related to the Business.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executory Contract” means a Contract related to the Business that has any material obligation on the part of AgroFresh or TDCC or its Affiliates remaining unperformed thereunder, excluding (a) any Contract having as its sole remaining obligations warranty or confidentiality obligations that have not expired and (b) any purchase orders or sales orders entered into in the ordinary course of business.

“Fee Letter” has the meaning set forth in Section 4.20(a).

“Final Closing Working Capital” has the meaning set forth in Section 2.4(e).

“Final Working Capital Target” has the meaning set forth in Section 2.4(e).

“Financing” means the Debt Financing together with the proceeds of the Trust Account.

“French Asset Transfer Agreement” has the meaning set forth in Exhibit K.

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“French Assets” has the meaning set forth in the French Asset Transfer Agreement.

“French Employee Transfer Date” has the meaning set forth in Section 6.3(a).

“FTC” means the Federal Trade Commission of the United States.

“Fundamental Representations” means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1, 4.2 and 4.3.

“GAAP” means U.S. generally accepted accounting principles applied consistently to the financial statements and as in effect as of the date or for the period, as the case may be, implicated by the relevant provision of this Agreement.

“Geographic Relocation” means an increase in travel distance of fifty (50) miles or more each way from (a) the applicable Employee’s current place of residence to the location of the new employment position compared to (b) the distance such Employee travels from his or her current residence to the location of his or her current employment position with AgroFresh or TDCC or its Affiliates.

“Good Cause” means, with respect to any Transferred US Employee, (a) unsatisfactory performance that, under the employment policies of Purchaser or any of its Affiliates, permits the termination of such Transferred US Employee’s employment, (b) dishonesty, (c) unethical conduct, (d) insubordination or (e) violation of company work rules as established by Purchaser or any of its Affiliates.

“Governmental Authority” means any supra-national, federal, state, local or foreign government or other political subdivision thereof or any entity, body, authority, agency, commission, court, tribunal or judicial body exercising executive, legislative, judicial, regulatory or administrative law functions, including quasi-governmental entities established to perform such functions.

“Group Contract” means any Contract to which AgroFresh or TDCC or any of its Affiliates is a party that relates to both (a) the Business and (b) any Other Dow Business.

“Hazardous Substance” means petroleum or any material or substance in such concentration that it is regulated or controlled as a hazardous substance, toxic substance, hazardous waste or pollutant under any Environmental Law.

“Historical Financial Information” has the meaning set forth in Section 3.4.

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended.

“Indemnified Person” means the Person or Persons entitled to, or claiming a right to, indemnification under Article X.

“Indemnifying Person” means the Person or Persons claimed by the Indemnified Person to be obligated to provide indemnification under Article X.

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“India Transition Services Agreement” means the transition services agreement contemplating services to be provided in the Republic of India, substantially in the form attached hereto as Exhibit B.

“Initial Business EBITDA Statement” shall have the meaning set forth in Section 2.5(d)(i).

“Initial Closing Working Capital Statement” has the meaning set forth in Section 2.4(a).

“Intellectual Property” means all (a) patents and pending patent applications, including provisionals, continuations, divisionals, continuations-in-part, reissues or reexaminations thereof, (b) trademarks, service marks, trade names, service names, trade dress and Internet domain names, together with the goodwill exclusively associated with any of the foregoing, and all applications, registrations and renewals thereof and (c) Know-How.

“Interest Commencement Date” means the earlier of (i) the date on which TDCC delivers a Notice of Business EBITDA Statement Disagreement and (ii) the last day of the EBITDA Review Period.

“Inventory” means inventories of raw materials, work-in-progress, finished goods, packaging (including SmartFresh generators and parts), labels, materials and supplies, in each case that are treated as inventory and held for use with respect to the Business.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Rights Agreement” means the investor rights agreement substantially in the form attached hereto as Exhibit C.

“JOBS Act” means the U.S. Jumpstart Our Business Startups Act of 2012, as amended.

“Know-How” means trade secrets, inventions, discoveries, formulae, practices, processes, procedures, ideas, specifications, engineering data, databases and data collections.

“Law” means any law, statute, regulation, ordinance, rule, code, order, decree, requirement or rule of law (including common law) enacted, promulgated or imposed by any Governmental Authority.

“Liability” means any debt, liability, commitment, duty or obligation of any nature, whether pecuniary or not, asserted or unasserted, accrued or unaccrued, absolute or contingent, matured or unmatured, liquidated or unliquidated, determined or determinable, incurred or consequential, known or unknown and whether due or to become due, including those arising under any Law or Proceeding and those arising under any Contract or otherwise, including any Tax liability or tort liability.

“LIBOR Rate” means the rate of interest announced publicly by the British Bankers Association as its one (1) month LIBOR rate for Dollars on the date on which the Closing Working Capital Statement becomes final and binding on the parties (as provided in Section 2.4(d)) or, if such date is not a Business Day, the next Business Day.

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“Lien” means any lien, mortgage, pledge, security interest, imperfection of title, encroachment, lease, easement, right-of-way, covenant, condition, restriction or other encumbrance, other than any license of, option to license, or covenant not to assert claims of infringement, misappropriation or other violation with respect to Intellectual Property.

“Local Transfer Agreements” means the duly executed bills of sale, assignments, local transfer agreements and other instruments of transfer or assumption relating to the transfer of assets and assumption of Liabilities pursuant to the Restructuring Transactions, in each case duly executed by TDCC or one of its Affiliates, on the one hand, and the applicable AgroFresh Entity, on the other hand.

“Loss” or “Losses” means any and all losses, Liabilities, claims, damages, reasonable and documented out-of-pocket costs and reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel).

“Material Contracts” has the meaning set forth in Section 3.10.

“Measurement Year” means either of the 2016 Measurement Year or the 2017 Measurement Year.

“Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA.

“NASDAQ” means The NASDAQ Capital Market.

“Non-Business Liability” has the meaning set forth in Section 5.11(c).

“Notice of Acceptance” has the meaning set forth in Section 2.4(b).

“Notice of Business EBITDA Statement Disagreement” shall have the meaning set forth in Section 2.5(d)(ii).

“Notice of Disagreement” has the meaning set forth in Section 2.4(b).

“Occupancy Agreement” means the occupancy agreement substantially in the form attached hereto as Exhibit D.

“Other Dow Business” means any business of TDCC or any of its Affiliates other than the Business.

“Outside Date” has the meaning set forth in Section 9.1(b).

“Permit” means any permit, license, approval or other authorization required or granted by any Governmental Authority, excluding any Registrations.

“Permitted Liens” means: (a) Liens for or in respect of Taxes or other governmental charges that are not yet delinquent (or which may be paid without interest or penalties) or that are being contested in good faith by appropriate proceedings; (b) workers’, mechanics’, materialmen’s, repairmen’s, suppliers’, carriers’, tenants’ or similar Liens arising in the ordinary

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course of business or by operation of law with respect to obligations that are not yet delinquent or that are being contested in good faith by appropriate proceedings; (c) all covenants, conditions, restrictions (including any zoning, entitlement, conservation, restriction and other land use and environmental regulations by Governmental Authorities), easements, charges, rights-of-way, other Liens, and other irregularities in title (including leasehold title) thereto that do not materially impair the use of such real property, leases or leasehold estates or that would otherwise be disclosed by a customary search of the public records; (d) any Lien or other condition relating to any real property disclosed on any title commitments, if any, available to Purchaser, and any state of facts which a current and accurate survey of the real property in question would disclose; (e) any easements, rights of way, access rights or any other Lien on the assets of AgroFresh or the Business Assets reserved or created for the benefit of AgroFresh or TDCC or its Affiliates or any third party pursuant to the Related Agreements; (f) all other Liens that do not materially impair the value of the property subject to such Liens or the use of such property in the Business; (g) Liens securing Liabilities that are assumed by an AgroFresh Entity pursuant to the Restructuring Transactions; (h) Liens arising from the Debt Financing; (i) Liens arising from leases of personal property; (j) variations, if any, between tax lot lines and property lines; (k) standard survey and title exceptions; (l) Liens on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefiting or created by any superior estate, right or interest; (m) with respect to the AF Interests and the AgroFresh Entity Securities, Liens imposed under applicable securities Laws; and (n) those Liens set forth on Schedule 1.1D.

“Permitted Transaction Expenses” means (a) the commitment, arrangement, upfront and other fees or amounts that are due and payable by Purchaser in connection with the Debt Financing, together with (b) any other Transaction Expenses of Purchaser up to but not exceeding an aggregate amount (of amounts under both clause (a) and clause (b)) equal to twenty-three million Dollars ($23,000,000), subject to reduction pursuant to Section 5.26.

“Person” means any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association, Governmental Authority or other entity.

“Pre-Closing Tax Period” means any taxable period on or prior to the Closing Date.

“Preferred Director” means the individual designated to the Purchaser Board by TDCC as the holder of the Series A Preferred Stock.

“Privileged Communications” has the meaning set forth in Section 11.18.

“Proceeding” means an action, suit, arbitration, proceeding or other litigation by or before any Governmental Authority.

“Products” has the meaning set forth in Section 5.4(d).

“Proposed Adjustments” has the meaning set forth in Section 2.4(b).

“Proposed Business EBITDA Statement Adjustments” shall have the meaning set forth in Section 2.5(d)(ii).

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“Protected French Business Employees” has the meaning set forth in Section 6.3(a).

“Proxy Statement” has the meaning set forth in Section 5.17(a).

“Purchase Price” means the Stock Consideration (valued as at the Closing) and Cash Consideration, as may be increased or decreased pursuant to Section 2.4(e) and as may be increased by any Deferred Payment Amount.

“Purchaser” has the meaning set forth in the preamble to this Agreement.

“Purchaser Affiliate Agreements” means those Contracts set forth on Schedule 1.1E.

“Purchaser Benefit Plan” means each Employee Benefit Plan that is maintained, administered or contributed to by Purchaser or its Affiliates in respect of the Business after the Closing or that covers the Transferred Employees or any other employees of Purchaser or any of its Affiliates similarly situated to the Transferred Employees.

“Purchaser Board” means the board of directors of Purchaser.

“Purchaser Board Recommendation” has the meaning set forth in Section 5.18.

“Purchaser Charter” means the Amended and Restated Certificate of Incorporation of Purchaser.

“Purchaser Common Stock” means the common stock, par value $0.0001 per share, of Purchaser.

“Purchaser Indemnified Party” has the meaning set forth in Section 10.2.

“Purchaser Issued Equity” has the meaning set forth in Section 4.2(a).

“Purchaser Material Adverse Effect” means a material adverse effect on the financial condition or operating results of Purchaser or on the ability of Purchaser to consummate the transactions contemplated hereby.

“Purchaser Material Contract” means a material contract, as such term is defined in Regulation S-K of the SEC, to which Purchaser is party.

“Purchaser Organizational Documents” means the Purchaser Charter and bylaws of Purchaser.

“Purchaser SEC Reports” has the meaning set forth in Section 4.5(a).

“Purchaser Stockholder Approval” means the required vote of the stockholders of Purchaser, in each case obtained in accordance with the DGCL, the Purchaser Charter, as amended, and the rules and regulations of NASDAQ, to approve (i) the AgroFresh Business Combination, (ii) issuance of the Stock Consideration, (iii) the Charter Amendment, (iv) the election to the Purchaser Board of the directors being designated pursuant to Sections 5.17(f) and

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(g) and (v) any other proposals Purchaser and TDCC deem necessary or desirable to consummate the transactions contemplated by this Agreement

“Purchaser Stockholder Redemption” means the right held by certain stockholders of Purchaser to redeem all or a portion of their shares of Purchaser Common Stock upon the consummation of a Business Combination, for a per share redemption price of cash equal to (a) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Purchaser to pay certain Taxes, divided by (b) the number of then outstanding shares of Purchaser Common Stock issued in connection with Purchaser’s initial public offering.

“Purchaser Stockholders Meeting” has the meaning set forth in Section 5.17(a).

“Purchaser Warrant” means a warrant to purchase one (1) share of Purchaser Common Stock at an exercise price of eleven Dollars fifty cents ($11.50).

“Put Option Agreement” has the meaning set forth in Exhibit K.

“Put Option Exercise Event” has the meaning set forth in Exhibit K.

“RandH” has the meaning set forth in the recitals to this Agreement.

“Real Property Lease” has the meaning set forth in Section 3.8(b).

“Registration” means any product approval and registration granted, or any product approval and registration pending before, any Governmental Authority, in each case relating to the Business.

“Registration Data” means regulatory study reports, data and related rights relating to any Registration.

“Related Agreement” means any Contract that is to be entered into at the Closing or otherwise pursuant to or in connection with this Agreement on or prior to the Closing Date, including the Local Transfer Agreements, the Investor Rights Agreement, the India Transition Services Agreement, the Tax Receivables Agreement, the Transition Services Agreement, the Bailment Agreement, the Occupancy Agreement, the Seconding Agreement, the Standby Agreement, the Warrant Purchase Agreement and certain letter agreements entered into on the date hereof by the parties hereto, Sponsor, an Affiliate of Sponsor and certain other Persons.  The Related Agreements executed by a specified Person shall be referred to as “such Person’s Related Agreements,” “its Related Agreements” or other similar expression.

“Release” means any release, spill, emission, leaking, pumping, pouring, emptying, leaching, escaping, dumping, injection, deposit or discharge of any Hazardous Substance in, onto or through the environment.

“Remaining Employees” has the meaning set forth in Section 6.2(a).

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“Remedial Action” means any action that is required under any Environmental Law to (a) investigate, clean up, remediate, remove, respond to, treat or in any other way address a Release, or a threat of Release, into the environment, including the performance of required studies, investigations, restoration or monitoring or (b) assess or restore the environment or natural resources.

“Representatives” means with respect to any Person, such Person’s Affiliates and its and their respective directors, officers, employees, agents and advisors.

“Restructuring Transactions” has the meaning set forth in Section 5.11(a).

“Retained Records” has the meaning given that term in Section 5.6(a).

“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act” means the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Seconded Employee” has the meaning set forth in Section 6.4.

“Seconding Agreement” has the meaning set forth in Section 6.4.

“Section 338(h)(10) Election” has the meaning set forth in Section 5.10(i).

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers” means TDCC, RandH and the Asset Transferors.

“Series A Certificate of Designation” means the Certificate of Designation of Series A Preferred Stock of Purchaser, substantially in the form attached hereto as Exhibit L.

“Series A Preferred Stock” means the series of preferred stock, par value $0.0001 per share, having the rights and preferences set forth in the Series A Certificate of Designation.

“Solvent” has the meaning set forth in Section 4.22.

“Specified Retained Matter” means all Liabilities with respect to the matter set forth on Schedule 1.1F.

“Sponsor” means Avenue Special Opportunities Fund II, L.P., a Delaware limited partnership.

“Stock Consideration” has the meaning set forth in Section 2.3(a).

“Standby Agreement” has the meaning set forth in the recitals to this Agreement.

“Standby Amount” has the meaning set forth in the Schedule 2.3.

“Sublease Agreement” means the sublease agreement substantially in the form attached hereto as Exhibit H.

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“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, association or other business entity.

“Successor Savings Plan” has the meaning set forth in Section 6.1(h).

“Target EBITDA” means one hundred million Dollars ($100,000,000).

“Tax” or “Taxes” means all taxes and similar charges, fees, duties, levies or other assessments (including income, gross receipts, net proceeds, ad valorem, withholding, turnover, real or personal property (tangible and intangible), occupation, customs, import and export, sales, use, franchise, excise, goods and services, value added, stamp, user, transfer, registration, recording, fuel, profit, excess profits, occupational, interest equalization, windfall profits, severance, payroll, unemployment and social security or other taxes or fees) that are imposed by any Governmental Authority, in each case including any interest, penalties or additions to tax attributable thereto (or attributable to the nonpayment thereof).

“Tax Receivables Agreement” means the tax receivables agreement substantially in the form attached hereto as Exhibit E.

“Tax Return” means any return, declaration, report, claim for refund, information return or similar statement filed or required to be filed with any Governmental Authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“TDCC” has the meaning set forth in the preamble to this Agreement.

“TDCC Benefit Plan” means each Employee Benefit Plan that is maintained, administered or contributed to by AgroFresh or TDCC or its relevant Affiliates in respect of the Business and covers any Employee.

“TDCC Indemnified Party” has the meaning set forth in Section 10.3.

“TDCC’s Knowledge” or any similar expression with regard to the knowledge or awareness of, or receipt of notice by, TDCC, means the actual, direct and personal knowledge of the Persons listed on Schedule 1.1G, without any implication of verification or investigation concerning such knowledge.

“Third Party Claim” has the meaning set forth in Section 10.6.

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“Third Party Confidential Information” has the meaning set forth in Section 4.19.

“Transaction Expenses” means, with respect to any Person, its costs and expenses incident to the negotiation and preparation of this Agreement and the other documents contemplated hereby (including the Related Agreements) and the performance and compliance with all agreements and conditions contained herein to be performed or complied with at or before Closing, including the fees, expenses and disbursements of its counsel and accountants, due diligence expenses, advisory and consulting fees and expenses, underwriting and other third-party fees required to consummate the AgroFresh Business Combination and other costs and expenses associated with any of the foregoing but excluding, in each case, Transfer Taxes.  Transaction Expenses of Purchaser shall include any fees payable in connection with the commitment to purchase Purchaser Common Stock in accordance with the Standby Agreement.

“Transfer Tax Payment Date” has the meaning set forth in Section 5.10(f).

“Transfer Taxes” has the meaning set forth in Section 5.10(f).

“Transferred Employees” means, collectively, all Transferred US Employees and Transferred Remaining Employees.

“Transferred French Employees” has the meaning set forth in Section 6.3(a).

“Transferred Patents” means the patents and pending patent applications that are set forth on Schedule 1.1H.

“Transferred Registration Data” has the meaning given that term in Exhibit K.

“Transferred Registrations” has the meaning given that term in Exhibit K.

“Transferred Remaining Employee” has the meaning set forth in Section 6.2(b).

“Transferred Trademarks” means the trade names, trademarks, service names and service marks (and applications for registration of the same) that are set forth on Schedule 1.1H.

“Transferred US Employees” has the meaning set forth in Section 6.1(b).

“Transition Services Agreement” means the transition services agreement substantially in the form attached hereto as Exhibit F.

“Trust Account” has the meaning set forth in Section 4.6.

“Trust Agreement” has the meaning set forth in Section 4.6.

“Trustee” has the meaning set forth in Section 4.6.

“Unresolved Adjustments” has the meaning set forth in Section 2.4(c).

“Unresolved Balance” has the meaning set forth in Section 2.4(c).

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“Unresolved Business EBITDA Statement Adjustments” shall have the meaning set forth in Section 2.5(d).

“US AgroFresh Employees” has the meaning set forth in Section 6.1(a).

“US Employees” has the meaning set forth in Section 6.1(a).

“US TDCC Employees” has the meaning set forth in Section 6.1(a).

“Warrant Purchase Agreement” means the warrant purchase agreement substantially in the form attached hereto as Exhibit M.

“Working Capital Accounting Principles” means the accounting principles, practices and procedures set forth on Schedule 2.4.

“Working Capital Adjustment Amount” has the meaning set forth in Section 2.4(e).

“Working Capital Target” means an amount determined in accordance with the formula set forth on Schedule 1.1I.

1.2                               Other Definitional Provisions and Interpretation.  The headings preceding the text of Articles and Sections included in this Agreement and the headings to Exhibits and Schedules attached to 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.  Underscored references to Articles, Sections, clauses, Exhibits or Schedules 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 Article, Section, paragraph or clause of, or Exhibit or Schedule to, this Agreement.  All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined.

ARTICLE II
SALE AND PURCHASE; PURCHASE PRICE

2.1                               Purchase and Sale of AF Interests.  Upon the terms and subject to the conditions set forth herein, at the Closing TDCC shall cause RandH to sell to Purchaser, and Purchaser shall

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purchase from RandH, free and clear of all Liens (other than those imposed under applicable securities Laws) the AF Interests.

2.2                               Purchaser Stockholder Redemptions; Available Cash.  Not more than two (2) Business Days before the Closing, Purchaser shall deliver (a) to TDCC written notice of (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of Purchaser Stockholder Redemptions; (ii) Purchaser’s good faith estimate of Available Cash as of the Closing; and (iii) a schedule containing Purchaser’s good faith estimate of the amount of each payment contemplated by Section 2.3(a); and (b) to all parties to the Standby Agreement, written notice of Purchaser’s good faith estimate of the Standby Amount, if any.  Purchaser shall thereafter promptly provide to all parties to the Standby Agreement written notice of any adjustments to such estimate of the Standby Amount required based on final amounts at the Closing.

2.3                               Closing Payments; Purchase Price.

(a)                                 At the Closing, as consideration for the AF Interests, Purchaser shall (i) pay to TDCC six hundred thirty-five million Dollars ($635,000,000), subject to the requirements of Schedule 2.3 (the “Cash Consideration”); and (ii) issue to TDCC, free and clear of all Liens (other than those imposed under applicable securities Laws), (A) one (1) share of Series A Preferred Stock; and (B) the sum of seventeen million five hundred thousand (17,500,000) shares of Purchaser Common Stock plus any additional shares of Purchaser Common Stock to be issued to TDCC in accordance with Schedule 2.3 (collectively, the “Stock Consideration”).  The parties agree to comply with the provisions of Schedule 2.3 in connection with the payment of Cash Consideration and issuance of Stock Consideration and the other matters set forth therein.

(b)                                 All cash payments made by Purchaser to TDCC pursuant to Section 2.3(a) shall be made in accordance with Section 11.3 and to such account or accounts as the receiving party shall designate in writing to the paying party.  TDCC may designate in a written notice provided to Purchaser at least two (2) Business Days prior to the Closing Date one or more of its Affiliates to receive all or a portion of the Cash Consideration or Stock Consideration payable pursuant to Section 2.3(a) and Schedule 2.3.

2.4                               Purchase Price Adjustment.

(a)                                 TDCC shall, as soon as practicable, and in any event no later than seventy-five (75) days after the Closing Date, prepare and deliver to Purchaser an unaudited statement prepared in good faith (the “Initial Closing Working Capital Statement”) setting forth (i) the amount of the Working Capital Target and (ii) the amount of the Closing Working Capital, together with reasonable supporting documentation.  The Initial Closing Working Capital Statement shall be prepared by TDCC in accordance with the Working Capital Accounting Principles.

(b)                                 Purchaser shall review the Initial Closing Working Capital Statement during the sixty (60) day period commencing on the date TDCC delivers to Purchaser the Initial Closing Working Capital Statement.  At or prior to the end of such sixty (60) day period, Purchaser shall either:

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(i)                                     deliver a notice to TDCC confirming that no adjustments are proposed by Purchaser to TDCC’s calculation of the Working Capital Target or the Closing Working Capital, in each case as set forth on the Initial Closing Working Capital Statement (a “Notice of Acceptance”); or

(ii)                                  deliver a notice to TDCC to the effect that Purchaser disagrees with TDCC’s calculation of the Working Capital Target or the Closing Working Capital, in each case as set forth on the Initial Closing Working Capital Statement (a “Notice of Disagreement”), specifying the nature of such disagreement in reasonable detail and the adjustments that, in Purchaser’s opinion, should be made to the calculation of the Working Capital Target or the Closing Working Capital in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, that any Proposed Adjustments with respect to the calculation of the Working Capital Target shall be limited to adjustments to the Closing Date Sales Amount (as defined on Schedule 1.1I).

Purchaser shall not be entitled to deliver more than one Notice of Disagreement or to amend or otherwise modify the Notice of Disagreement after delivery thereof.

(c)                                  If there are any Proposed Adjustments, TDCC shall, no later than thirty (30) days after receipt of the Notice of Disagreement, notify Purchaser whether, in each case, TDCC accepts or rejects each such Proposed Adjustment.  Thereafter, TDCC and Purchaser shall seek in good faith to resolve any differences that remain with respect to the Proposed Adjustments and to reach agreement in writing on any Proposed Adjustments not accepted by TDCC.  If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments,” and the aggregate difference between the parties’ respective calculations of the Working Capital Target or the Closing Working Capital, as applicable, resulting from the Unresolved Adjustments, the “Unresolved Balance”) within sixty (60) days after TDCC’s notification to Purchaser of its rejection of any portion of the Notice of Disagreement (or such longer period as the parties may mutually agree in writing), then the Unresolved Adjustments may be submitted for arbitration at the request of either TDCC or Purchaser to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Accounting Firm”); provided, that in the event that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is unable or unwilling to serve in such capacity, the parties shall mutually agree in writing to appoint a nationally recognized firm with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes to serve as the “Accounting Firm” hereunder.  The scope of the review by the Accounting Firm shall be limited to (i) a disposition of the Unresolved Adjustments through a strict application of the Working Capital Accounting Principles, (ii) based on its determination of the matters described in clause (i), a final calculation of the Working Capital Target and the Closing Working Capital (including all items and amounts that were previously accepted or agreed upon or deemed agreed upon by the parties in accordance with this Section 2.4), as applicable, and (iii) an allocation of the fees and expenses of the Accounting Firm determined in accordance with the formula specified below in this Section 2.4(c).  The Accounting Firm is not to, and the parties shall not individually request the Accounting Firm to, (A) make any determination other than as set forth in the previous sentence, (B) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the parties in their submissions to the Accounting Firm; or (C) undertake any independent investigation of the facts relating to the Unresolved Adjustments.  TDCC and

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Purchaser shall use reasonable best efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments.  Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.  The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.4(c) shall be borne by Purchaser, on the one hand, and TDCC, on the other hand, as determined by the Accounting Firm based on the inverse of the percentage that the Accounting Firm’s determination (before such allocation) bears to the total value of each party’s respective position in relation to the total amount of the Unresolved Balance.  For purposes of illustration only, if the Unresolved Balance is one hundred Dollars ($100) and if the final written determination of the Accounting Firm states that eighty Dollars ($80) of the Unresolved Balance is resolved in Purchaser’s favor and twenty Dollars ($20) of the Unresolved Balance is resolved in TDCC’s favor, Purchaser would bear twenty percent (20%) of the Accounting Firm’s costs and expenses, on the one hand, and TDCC would bear eighty percent (80%) of such costs and expenses, on the other hand.  All other fees, expenses and costs incurred by TDCC or Purchaser in implementing the provisions of this Section 2.4 shall be borne by TDCC or Purchaser, respectively.

(d)                                 The calculation of the Working Capital Target and the Closing Working Capital shall become final and binding on all parties upon the earliest of (i) the date that a Notice of Acceptance is delivered to TDCC pursuant to Section 2.4(b)(i) (in which case the Working Capital Target and the Closing Working Capital shall be as set forth in the Initial Closing Working Capital Statement delivered pursuant to Section 2.4(a)), (ii) the date that immediately follows the sixty (60) day review period specified in Section 2.4(b), if no Notice of Disagreement has been delivered by Purchaser to TDCC pursuant to Section 2.4(b)(ii) during such sixty (60) day period (in which case the Working Capital Target and the Closing Working Capital shall be as set forth in the Initial Closing Working Capital Statement delivered pursuant to Section 2.4(a)), (iii) the date of an agreement in writing by TDCC and Purchaser that the Initial Closing Working Capital Statement, together with any modifications thereto agreed to by TDCC and Purchaser, are final and binding (in which case the Working Capital Target and the Closing Working Capital shall be as so agreed upon by the parties) and (iv) the date on which the Accounting Firm issues its written decision on the Unresolved Adjustments (in which case the Working Capital Target and the Closing Working Capital shall be as determined by the Accounting Firm pursuant to Section 2.4(c)), and at such time the Initial Closing Working Capital Statement as so agreed (or deemed agreed) or determined shall be the “Closing Working Capital Statement” for purposes of this Agreement, and shall have the effect of an arbitral award that is final and binding on the parties and shall be used for the adjustment of the Purchase Price, if any, pursuant to Section 2.4(e).

(e)                                  The Purchase Price shall be adjusted such that, if the Closing Working Capital set forth on the Closing Working Capital Statement (the “Final Closing Working Capital”), is greater than or less than the Working Capital Target set forth on the Closing Working Capital Statement (the “Final Working Capital Target”), the Cash Consideration shall be increased by the amount by which the Final Closing Working Capital exceeds the Final Working Capital Target, or decreased by the amount by which the Final Closing Working Capital is less than the Final Working Capital Target, as applicable (the amount of such increase or decrease, the “Working Capital Adjustment Amount”).  In accordance with Section 2.4(f), (i)

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if the Final Closing Working Capital is greater than the Final Working Capital Target, Purchaser shall pay in cash to TDCC the Working Capital Adjustment Amount, with interest as provided in Section 2.4(f); and (ii) if the Final Closing Working Capital is less than the Final Working Capital Target, TDCC shall pay in cash to Purchaser the Working Capital Adjustment Amount, with interest as provided in Section 2.4(f), provided, however, that notwithstanding anything set forth in this Section 2.4(e) to the contrary, if the payment contemplated by clause (i) or clause (ii) is less than five hundred thousand Dollars ($500,000) then the amount owing pursuant thereto shall be zero (0) Dollars and neither TDCC or Purchaser, as applicable, shall have any obligation to make any payment in respect of the Final Closing Working Capital.  Notwithstanding anything set forth in the preceding provisions of this Section 2.4(e) to the contrary, if any amount (or portion thereof) payable pursuant to this Section 2.4(e) relates to any Current Assets transferred pursuant to a Local Transfer Agreement, as determined by TDCC, then the parties agree that, (i) at TDCC’s election, such amount (or portion thereof) shall be paid to the applicable Affiliate of TDCC (in the case of a payment owed by Purchaser) or by the applicable Affiliate of TDCC (in the case of a payment owed by TDCC) and (ii) such amounts shall be taken into account in adjusting the purchase price reflected in the applicable Local Transfer Agreement.

(f)                                   Any payment (or payments, if any portion thereof is to be paid by or to an Affiliate of TDCC) required to be made pursuant to Section 2.4(e) shall be made within five (5) Business Days after the date on which the Closing Working Capital Statement becomes final and binding as provided in Section 2.4(d) to an account designated by the payee (or payees) no later than two (2) Business Days prior to the date of payment.  The amount of any payment to be made pursuant to Section 2.4(e) shall bear interest from but not including the Closing Date to and including the date on which payment is made at a rate per annum equal to the LIBOR Rate plus two percent (2%) and calculated on the basis of the actual number of days elapsed divided by three hundred sixty (360).

(g)                                  For purposes of calculating the Closing Working Capital, to the extent any assets or Liabilities are transferred to the AgroFresh Entities at or prior to the Closing in connection with the Restructuring Transactions, such assets and Liabilities shall be considered assets and Liabilities of TDCC or one of the Asset Transferors.

2.5                               Deferred Payments.

(a)                                 Following the Closing, and as additional consideration for the AF Interests, TDCC shall be entitled to receive from Purchaser (subject to the terms and conditions set forth in this Section 2.5) an additional payment based on the amount of Business EBITDA during the 2016 Measurement Year and the 2017 Measurement Year.  The aggregate amount paid with respect to the Deferred Payment Period (such payment, the “Deferred Payment”) shall be determined and paid in accordance with this Section 2.5.

(b)                                 Promptly, but in any event within two (2) Business Days, following the later of (A) the later to occur of (1) the determination of Business EBITDA for the 2016 Measurement Year pursuant to Section 2.5(d) and (2) the determination of Business EBITDA for the 2017 Measurement Year pursuant to Section 2.5(d) and (B) the date of the completion of the audit by Purchaser’s independent accounting firm of the consolidated financial statements for

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Purchaser and its Subsidiaries for the fiscal year ending December 31, 2017, if the Calculated EBITDA is greater than or equal to the Target EBITDA, then Purchaser shall pay to TDCC an amount equal to the Deferred Payment Amount.

(c)                                  If the Calculated EBITDA is less than the Target EBITDA, then there shall be no payment by Purchaser to TDCC in respect of the Deferred Payment:

(d)                                 Business EBITDA Statements.

(i)                                     Within sixty (60) calendar days following the completion of each Measurement Year, Purchaser shall deliver to TDCC a statement that sets forth in reasonable detail its calculation of the Business EBITDA for such Measurement Year and the elements thereof (each such statement, an “Initial Business EBITDA Statement”); provided that, if Purchaser has paid the Deferred Payment Amount to TDCC as of such date, neither Purchaser nor TDCC shall have any further obligations pursuant to this Section 2.5(d).  Each Initial Business EBITDA Statement shall (A) specifically and separately identify (x) each excluded item from Business EBITDA and (y) each adjustment to Business EBITDA, and (B) include a schedule reconciling the Business Combined Income to the audited GAAP financial statements of Purchaser and its Subsidiaries for such fiscal year and (C) include all backup calculations reasonably necessary to arrive at Purchaser’s calculation of the Business EBITDA for such Measurement Year, and shall be certified by the Chief Financial Officer of Purchaser as having been calculated in accordance with the terms of this Section 2.5.  Purchaser shall, and shall cause the AgroFresh Entities to, keep true, complete and accurate records in sufficient detail to enable the amounts payable hereunder to be determined by TDCC and its consultants or professional advisors.  Furthermore, in order to facilitate TDCC’s review of each Initial Business EBITDA Statement, Purchaser shall, at its own expense and promptly upon request by TDCC, make available to TDCC and its auditors copies of the work papers (including the work papers of Purchaser’s independent auditors) and back-up materials used by Purchaser in preparing such initial drafts and such other documents.

(ii)                                  Upon receipt, TDCC shall review the Initial Business EBITDA Statement for the 2016 Measurement Year and shall be entitled to, but shall not have an obligation to, provide questions or comments to, or request information with respect to, or provide notice of disagreement with, any item contained therein; provided that TDCC’s failure to provide such comments, questions, notice of disagreement or requests for information with respect to the Initial Business EBITDA Statement for the 2016 Measurement Year prior to TDCC’s receipt of the Initial Business EBITDA Statement for the 2017 Measurement Year shall not constitute a waiver of its rights to object under this Section 2.5(d)(ii).  Upon receipt, TDCC shall review the Initial Business EBITDA Statement for the 2017 Measurement Year during the seventy-five (75) day period commencing on the date that TDCC receives such Initial Business EBITDA Statement (the “EBITDA Review Period”).  If TDCC disagrees with the Initial Business EBITDA Statement for either of the 2016 Measurement Year or the 2017

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Measurement Year (each, a “Disputed Business EBITDA Statement”), it must, prior to the end of the EBITDA Review Period, deliver a written notice to Purchaser (a “Notice of Business EBITDA Statement Disagreement”) setting out its objections and specifying the adjustments that, in its opinion, should be made to such Disputed Business EBITDA Statement (collectively, the “Proposed Business EBITDA Statement Adjustments”).  To the extent that there are any Proposed Business EBITDA Statement Adjustments, Purchaser shall, no later than fifteen (15) days after receipt of the Proposed Business EBITDA Statement Adjustments, notify TDCC which, if any, of the Proposed Business EBITDA Statement Adjustments it accepts or rejects, and TDCC and Purchaser shall seek in good faith to resolve any remaining differences in relation to the Proposed Business EBITDA Statement Adjustments and to reach agreement in writing on all such Proposed Business EBITDA Statement Adjustments.

(iii)                               If TDCC is satisfied with the applicable Initial Business EBITDA Statement for both the 2016 Measurement Year and the 2017 Measurement Year (either as originally submitted or after adjustments are agreed upon by Purchaser and TDCC in accordance with Section 2.5(d)(ii)) or if TDCC fails to deliver a Notice of Business EBITDA Statement Disagreement with respect to either Initial Business EBITDA Statement before the end of the EBITDA Review Period, then such Initial Business EBITDA Statement (incorporating, if applicable, any agreed adjustments) shall be deemed to constitute the “Business EBITDA Statement” for the 2016 Measurement Year or the 2017 Measurement Year, as applicable, for purposes of this Agreement.

(iv)                              If any of the Proposed Business EBITDA Statement Adjustments are not resolved or otherwise agreed to (or deemed agreed to) in accordance with Sections 2.5(d)(ii) and 2.5(d)(iii) (such unresolved adjustments the “Unresolved Business EBITDA Statement Adjustments”) within forty-five (45) days after Purchaser’s receipt of a Notice of Business EBITDA Statement Disagreement, then the Unresolved Business EBITDA Statement Adjustments may be submitted at the request of TDCC or Purchaser to the Accounting Firm for arbitration.  The scope of the review by the Accounting Firm shall be limited to (A) a determination of whether the portions of the applicable Initial Business EBITDA Statement relating to such Unresolved Business EBITDA Statement Adjustments were prepared in accordance with this Section 2.5(d) and (B) based on its determinations of the matters described in clause (A), a statement of the adjustments (if any) to such Disputed Business EBITDA Statement that are necessary with respect to the Unresolved Business EBITDA Statement Adjustments in order to comply with the requirements of this Agreement.  The Accounting Firm is not to make, or be asked to make, any determination other than as set forth in this Section 2.5(d)(iv).  TDCC and Purchaser shall use reasonable best efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable after such submission of the Unresolved Business EBITDA Statement Adjustments.  The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.5(d)(iv) and all fees, expenses and costs incurred by TDCC in implementing the

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provisions of this Section 2.5 shall be borne one-half by Purchaser and one-half by TDCC.

(v)                                 When, with respect to the Business EBITDA Statement for the 2016 Measurement Year or the 2017 Measurement Year, (A) pursuant to Section 2.5(d)(ii) or Section 2.5(d)(iii), such Initial Business EBITDA Statement is deemed to constitute the Business EBITDA Statement for the applicable Measurement Year for purposes of this Agreement, (B) TDCC and Purchaser reach agreement in writing with respect to such Initial Business EBITDA Statement or (C) such Initial Business EBITDA Statement is finally determined in accordance with the procedures set forth in Section 2.5(d)(iv), such Initial Business EBITDA Statement as so agreed (or deemed agreed) or determined shall be the “Business EBITDA Statement” for the applicable Measurement Year for purposes of this Agreement, and the Business EBITDA set forth therein shall be the “Business EBITDA” for the applicable Measurement Year shall be final and binding on all parties, shall have the effect of an arbitral award and shall be used for the payment, if any, pursuant to Section 2.5(b) or Section 2.5(c).

(e)                                  Interest.  The amount of any payments to be made pursuant to Section 2.5(b) shall bear interest from but not including the Interest Commencement Date to and including the date on which payment (or portion thereof) is made at a rate per annum equal to the LIBOR Rate plus two percent (2%) (and the aggregate amount of any such interest shall not be subject to any limits or caps on individual or aggregate payment amounts hereunder, including the Deferred Payment Amount).

(f)                                   Payment Upon Event of Default.  Upon the occurrence of an Event of Default prior to the end of the Deferred Payment Period, notwithstanding anything in this Section 2.5 to the contrary, Purchaser shall promptly, but in any event within two (2) Business Days, pay to TDCC an amount equal to the Deferred Payment Amount, and, following such payment, any and all obligations of Purchaser under this Section 2.5 shall thereafter terminate and cease to have any further force or effect.

(g)                                  Conduct of Business.  Until the earlier to occur of (i) the end of the Deferred Payment Period, and (ii) the payment by Purchaser to TDCC of the Deferred Payment Amount (plus any applicable interest), Purchaser shall, and shall cause each of its Affiliates including the AgroFresh Entities to:

(i)                                     cause the Business to be conducted exclusively by the AgroFresh Entities or a Person directly or indirectly owned or controlled by the AgroFresh Entities;

(ii)                                  cause the operations and revenues of the Business to be managed and accounted for separately from all other business lines of Purchaser (whether now owned or hereafter acquired), regardless of the relationship between such businesses and the Business; and

(iii)                               operate the Business in good faith and consistent with past

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practice.

(h)                                 Restrictive Covenants.  Other than pursuant to the express terms of the Restructuring Transactions to the extent required to be performed after the Closing, until the earlier to occur of (i) the end of the Deferred Payment Period, and (ii) the payment by Purchaser to TDCC of the Deferred Payment Amount (plus any applicable interest), Purchaser shall not, and shall cause each of its Affiliates, including each of the AgroFresh Entities to not, without the written consent of TDCC:

(i)                                     take any action outside of the ordinary course of business, the result of which would be a reduction of, or deferral to a later period of, more than a de minimis amount of Business EBITDA;

(ii)                                  sell, assign, lease or otherwise transfer (directly or indirectly, in a single transaction or a series of related transactions) all or a portion of any AgroFresh Entities or any line of business or division (or any rights therein) included in any aspect of the Business or any material amount of assets (tangible or intangible) related to the Business to any Person (other than another AgroFresh Entity);

(iii)                               voluntarily liquidate, dissolve or wind-up;

(iv)                              enter into or permit to exist any agreement, arrangement or understanding that would restrict or prevent payment of the Deferred Payment when due;

(v)                                 discontinue or materially reduce the sale or support of any AgroFresh Products and Services, including through a reduction of the sales force or key personnel supporting any AgroFresh Products and Services; or

(vi)                              fail to maintain the level of research and development activities of the Business in the ordinary course.

(i)                                     Arm’s Length Transactions.  Purchaser shall cause the Business to only (i) purchase, sell, lease, exchange or otherwise dispose of any property or assets, (ii) render any service and (iii) enter into any other transaction, in each case, on terms that are not materially less favorable to the Business than terms that could have been obtained in an arm’s length dealing with a third party other than (A) transactions between or among the AgroFresh Entities and (B) transactions pursuant to agreements, instruments or arrangements to which any of the AgroFresh Entities were party on the date of this Agreement with parties that are not Affiliates of the AgroFresh Entities, and any amendment thereto to the extent such amendment is not materially adverse to the AgroFresh Entities or is on arm’s length terms.

(j)                                    Tax Treatment of Deferred Payment.  Purchaser and TDCC agree that for federal, state and local income tax purposes, the Deferred Payment, including any payment made upon an Event of Default pursuant to Section 2.5(f), shall be additional consideration for the sale of the AF Interests (and shall be allocated among the AgroFresh Assets in accordance with the Tax Receivables Agreement and applicable Law) and Purchaser shall cause such payments to be

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reported in accordance herewith.

2.6                               Limitation on Assignment of Contracts.  Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer pursuant to the Restructuring Transactions any Contract or any claim, right, benefit or obligation thereunder or resulting therefrom if (a) an assignment or transfer thereof, without the Consent of any applicable third party, would constitute a breach or violation thereof or result in the termination thereof or the creation of any Lien on any of the assets of TDCC or any of its Affiliate and (b) such Consent is not obtained at or prior to the Closing, in which case the provisions of Section 5.3(h) will apply.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF TDCC

TDCC represents and warrants to Purchaser as follows:

3.1                               Organization; Capitalization of the AgroFresh Entities.

(a)                                 Each of TDCC and each Affiliate of TDCC that becomes a party to a Related Agreement 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 own, lease and operate its assets and 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 Person’s ability to consummate the transactions contemplated hereby.  AgroFresh is validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its assets and 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 the ability of AgroFresh to conduct its business operations in the ordinary course as conducted on the date hereof.

(b)                                 Schedule 3.1(b) sets forth a correct and complete list all of the issued and outstanding AF Interests and the legal and beneficial ownership thereof.  All of the AF Interests are validly issued, fully paid and nonassessable.  Other than the AF Interests set forth on Schedule 3.1(b), there are no Equity Interests of AgroFresh issued or outstanding.

(c)                                  Schedule 3.1(c) sets forth the legal name and the jurisdiction of organization of each of the AgroFresh Entities (other than AgroFresh) that has been formed as of the date hereof.  Except as set forth on Schedule 3.1(c) or Exhibit K, none of the AgroFresh Entities (other than AgroFresh) has conducted any business other than the Business.  Each of the AgroFresh Entities set forth on Schedule 3.1(c) is validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization.

(d)                                 Schedule 3.1(d) sets forth a correct and complete list of all of the issued and outstanding Equity Interests of each of the AgroFresh Entities set forth on Schedule 3.1(c) and the legal and beneficial ownership thereof (the Equity Interests required to be listed on Schedule 3.1(d) being referred to collectively as the “AgroFresh Entity Securities”).  Other than

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the AgroFresh Entity Securities set forth on Schedule 3.1(d), there are no Equity Interests of the AgroFresh Entities set forth on Schedule 3.1(c) issued or outstanding.

3.2                               Authorization.  TDCC and each of its applicable Affiliates has all requisite corporate and other power and authority to execute, deliver and perform this Agreement and its Related Agreements (in each case to the extent it is a party thereto) and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by TDCC and each applicable Affiliate of TDCC of this Agreement and its Related Agreements (in each case to the extent it is a party thereto) and the consummation by TDCC and such Affiliates of the transactions contemplated hereby and thereby, in each case as and to the extent applicable, have been duly authorized by all necessary action by TDCC and, at or prior to the Closing, by each of its applicable Affiliates.  TDCC has duly and validly executed and delivered this Agreement and, at or prior to the Closing, TDCC and each of its applicable Affiliates will have duly and validly executed and delivered each of its Related Agreements.  Assuming the due authorization, execution and delivery of this Agreement and the Related Agreements by the other parties hereto and thereto, this Agreement constitutes, and each Related Agreement shall after the Closing constitute, legal, valid and binding obligations of TDCC and the Affiliates of TDCC party thereto, enforceable against each of them in accordance with their respective terms, subject to the Enforceability Limitations.

3.3                               Governmental Consents; No Conflicts.

(a)                                 The execution, delivery and performance of this Agreement and the Related Agreements by TDCC and its applicable Affiliates do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not reasonably be expected to have a Business Material Adverse Effect or would not prevent or materially delay the consummation by TDCC or any such Affiliate of the transactions contemplated by this Agreement, (ii) any Consent relating to the Restructuring Transactions, (iii) such Consents as may be necessary as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates and (iv) any Consent set forth on Schedule 3.3(a).

(b)                                 Except as set forth on Schedule 3.3(b), the execution, delivery and performance of this Agreement and of the applicable Related Agreements by TDCC and its applicable Affiliates, and the consummation of the transactions contemplated hereby and thereby by such Persons, do not and will not (i) violate any Law applicable to or binding on AgroFresh, TDCC or any such Affiliate or their respective assets, (ii) violate or conflict with, result in a breach, cancellation or termination of, constitute a default under, result in the creation of any Lien upon any of the assets of AgroFresh, TDCC or any such Affiliate under, or result in or constitute a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which AgroFresh, TDCC or any such Affiliate is a party or by which AgroFresh, TDCC or any such Affiliate or any of their respective assets are bound or (iii) violate or conflict with any provision of the certificate of incorporation or by-laws (or similar organizational documents) of AgroFresh, TDCC or any such Affiliate, except, in the case of each of clauses (i) and (ii), where such violation, conflict, breach, cancellation, termination, default or Lien (as applicable) would not reasonably be expected to have a Business

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Material Adverse Effect or would not prevent or materially delay the consummation by TDCC or any such Affiliate of the transactions contemplated by this Agreement.

3.4                               Historical Financial Information; No Undisclosed Liabilities.

(a)                                 Attached as Schedule 3.4 are (i) the audited combined balance sheets of the Business as of December 31, 2014 and December 31, 2013 and (ii) the audited combined statements of income and comprehensive income, equity and cash flows of the Business for the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012 (collectively, the “Historical Financial Information”).  The Historical Financial Information subject to the notes thereto, (x) was derived from the books and records of TDCC; (y) has been prepared in accordance with GAAP as applied by TDCC; and (z) presents fairly, in all material respects, the combined financial position of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods covered thereby.

(b)                                 There are no material Liabilities of the AgroFresh Entities, other than Liabilities (i) reflected or reserved against on the Historical Financial Information or the notes thereto, (ii) set forth in the Disclosure Schedules, (iii) incurred since December 31, 2014, in the ordinary course of business, which Liabilities are not, individually or in the aggregate, material to the AgroFresh Entities taken as a whole, or (iv) arising under any Contract of an AgroFresh Entity, other than as a result of a breach thereof by TDCC or any of its Affiliates or any AgroFresh Entity.

3.5                               Absence of Certain Changes.  Except for the Restructuring Transactions or as disclosed on Schedule 3.5, from January 1, 2015 to the date of this Agreement, the Business has been conducted in the ordinary course of business and consistent in all material respects with past practices and there has not occurred a Business Material Adverse Effect.

3.6                               Title.

(a)                                 Except as set forth on Schedule 3.6(a), (i) each Asset Transferor has title to and is the lawful owner of, or has a valid leasehold interest in or a valid right to use, its Business Assets free and clear of any Lien (other than Permitted Liens) and (ii) subject to obtaining and making all applicable Consents, the Asset Transferors shall convey to the applicable AgroFresh Entity such title to or leasehold interest in or valid right to use, as applicable, such Business Assets, free and clear of any Lien (other than Permitted Liens).  Except as set forth on Schedule 3.6(a), after consummation of the Restructuring Transactions each AgroFresh Entity has title to and is the lawful owner of, or has a valid leasehold interest in or a valid right to use, its Business Assets free and clear of any Lien (other than Permitted Liens).

(b)                                 RandH is the sole legal, beneficial and record owner of the AF Interests, free and clear of all Liens other than Liens imposed by applicable securities Laws.  At the Closing, TDCC will cause RandH to deliver, to Purchaser (or its designated Affiliate) good and valid title to the AF Interests, free and clear of all Liens other than Liens imposed by applicable securities Laws.

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3.7                               Sufficiency of Assets; No Non-Business Liabilities.

(a)                                 Upon consummation of the Restructuring Transactions, the assets, properties and rights of the AgroFresh Entities (including rights of the AgroFresh Entities under the Bailment Agreement, Occupancy Agreement and Seconding Agreement), the transactions contemplated by Section 5.4(d) and Section 5.11(b) and any services provided pursuant to the Transition Services Agreement and India Transition Services Agreement, shall comprise all of the assets, properties and rights forming a part of, used, held or intended to be used in, and all such assets, properties and rights as are necessary to permit Purchaser to conduct, the Business immediately following the Closing in substantially the same manner as conducted by AgroFresh, both directly and through TDCC and its Affiliates, as of the date hereof, except for in each case (a) the Group Contracts; (b) any Transferred Registrations that are not transferred at Closing; and (c) the assets, properties and rights set forth on Schedule 3.7(a).

(b)                                 Upon consummation of the Restructuring Transactions, the Liabilities of the AgroFresh Entities shall only include (i) Liabilities relating to or arising out of the ownership or operation of the Business or the Business Assets and (ii) Liabilities of Purchaser and its Affiliates under this Agreement (other than pursuant to the Restructuring Transaction) and the Related Agreements.

3.8                               Real Property.

(a)                                 AgroFresh does not own any real property.

(b)                                 Schedule 3.8(b) sets forth an accurate and complete list as of the date of this Agreement of all leasehold interests in real property of AgroFresh or any Asset Transferor (solely in relation to the Business) (each, a “Real Property Lease”).  TDCC has made available to Purchaser a copy of each Real Property Lease that is material to the Business.  Except as set forth on Schedule 3.8(b), to TDCC’s Knowledge, each such Real Property Lease is in full force and effect and constitutes a legal, valid and binding obligation of AgroFresh or the applicable Asset Transferor, as the case may be.

Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 3.8 are the only representations and warranties being made by TDCC in this Agreement with respect to real property.

3.9                               Intellectual Property.

(a)                                 Schedules 3.9(a)(i) (with respect to the Business Trademarks) and 3.9(a)(ii) (with respect to the Business Patents) set forth accurate and complete lists of the application and registration or grant number (if applicable) and relevant jurisdiction for the Business Trademarks and Business Patents.

(b)                                 Schedule 3.9(b) sets forth an accurate and complete list of all licenses pursuant to which any of AgroFresh or TDCC or one of its Affiliates licenses, from a third party (and, in the case of AgroFresh, from TDCC or one of its Affiliates), Intellectual Property that is material to and used and held for use exclusively in the Business.

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(c)                                  Except as set forth on Schedule 3.9(c), since January 1, 2015, none of AgroFresh or TDCC or any of its Affiliates has received a written communication from any Person (i) asserting an ownership interest in any Business Intellectual Property (ii) challenging the validity or enforceability of any item of the Business Intellectual Property or (iii) alleging that the conduct of the Business by AgroFresh or TDCC or any of its Affiliates violated any material rights relating to Intellectual Property of such Person, except in each case for any assertions or allegations that, if true, would not reasonably be expected to have a Business Material Adverse Effect.

(d)                                 Except as set forth on Schedule 3.9(d), since January 1, 2015, none of AgroFresh or TDCC or any of its Affiliates has filed any Proceeding or sent any written notice of a violation, infringement, misuse or misappropriation by any Person of their respective rights to, or in connection with, the Business Intellectual Property.

(e)                                  TDCC has a policy in effect requiring individuals who may have access to Business Know-How to adhere to confidentiality obligations.

(f)                                   All fees, Taxes, annuities, renewals and other payments associated with maintaining the Business Patents and Business Trademarks due and owing as of the date of this Agreement have been paid in full in a timely manner to the proper Governmental Authority.  The Business Patents and Business Trademarks are owned by AgroFresh or TDCC or one of its Affiliates free and clear of all Liens other than Permitted Liens.

Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 3.9 are the only representations and warranties being made by TDCC in this Agreement with respect to Intellectual Property.

3.10                        Material Contracts.  Schedule 3.10 sets forth an accurate and complete list as of the date of this Agreement of all of the Executory Contracts of the following types to which (x) AgroFresh or an Asset Transferor is a party or (y) any of the Business Assets are subject:

(a)                                 any collective bargaining agreement or collective labor agreement;

(b)                                 any Executory Contract that provides for or has resulted in expenditures in 2014 in connection with the Business of more than one million Dollars ($1,000,000) (i) with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distribution or promotional activities for or on behalf of the Business, in each case where such Person is not TDCC or an Affiliate of TDCC, or (ii) to act in one of the capacities specified in clause (i) on behalf of any Person other than TDCC or an Affiliate of TDCC;

(c)                                  any Executory Contract (i) with any supplier of goods or services that provides for or has resulted in expenditures in 2014 in connection with the Business of more than one million Dollars ($1,000,000); or (ii) with any customer or distributor that provides for or has resulted in sales in 2015 in connection with the Business of more than one million Dollars ($1,000,000);

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(d)                                 any material Executory Contract establishing or governing a partnership or joint venture; and

(e)                                  any Executory Contract that expressly limits, in any material respect, the freedom of AgroFresh or an Asset Transferor to compete with any Person or in any area, in each case with respect to the Business, excluding (i) territorial or field of use restrictions imposed by any license agreements with respect to the use of the subject matter thereof and (ii) reasonable limitations on use in connection with secrecy, research, consulting or other agreements entered into in the ordinary course of business.

TDCC has made available to Purchaser a copy of each Executory Contract that is listed on Schedule 3.10 (the “Material Contracts”) (with certain Material Contracts provided in redacted form due to confidentiality concerns) except for any such Material Contracts that are not Business Contracts.  Except as set forth on Schedule 3.10, to TDCC’s Knowledge, each Material Contract is in full force and effect and constitutes a legal, valid and binding obligation of AgroFresh or the applicable Asset Transferor, as the case may be.

3.11                        Permits.  AgroFresh and TDCC or its applicable Affiliate possesses or has applied for all Permits required by applicable Law to conduct the Business, other than such Permits the absence of which would not reasonably be expected to have a Business Material Adverse Effect.  This Section 3.11 does not address matters specifically covered by other representations and warranties contained in this Article III, including any representations and warranties with respect to Registrations or Registration Data, which matters are addressed solely and exclusively in Section 3.12, and any representations and warranties with respect to compliance with Environmental Laws or Environmental Permits, which matters are addressed solely and exclusively in Section 3.14.

3.12                        Registrations.

(a)                                 To TDCC’s Knowledge, all Registrations exclusively relating to the Business as of the date of this Agreement are listed on Schedule 3.12(a).  Except as set forth on Schedule 3.12(a), none of TDCC, its Affiliates or AgroFresh has received any written notice or request within the past twelve (12) months from any Governmental Authority that requests or requires the generation of additional studies to maintain any such Registrations.

(b)                                 The Registration Data identified in Schedule 3.12(b) represents all of the data submitted or, to TDCC’s Knowledge, required to be submitted, up to the date of this Agreement in order to maintain the Registrations held by AgroFresh or the Transferred Registrations.

(c)                                  Nothing in this Agreement shall be construed as:

(i)                                     a representation or warranty as to the future validity or enforceability of the Registrations or the Registration Data conveyed pursuant to this Agreement;

(ii)                                  a representation or warranty that anything to be made, used, sold or otherwise disposed of following the Closing Date under the Registrations or the

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Registration Data conveyed pursuant to this Agreement shall not infringe, misappropriate or otherwise violate the rights of any Person;

(iii)                               an obligation to bring or prosecute future actions or suits against any Person for infringement, misappropriation or other violation of the Registrations or the Registration Data conveyed pursuant to this Agreement; or

(iv)                              a representation or warranty that the Registration Data conveyed pursuant to this Agreement, standing alone, is sufficient to support the obtaining or maintenance of any Registration conveyed pursuant to this Agreement or related tolerance or the obtaining of new Registrations for products relating to the Business or related tolerances.

Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 3.12 are the only representations and warranties related to Registrations and Registration Data made by TDCC under this Agreement.

3.13                        Employees and Employee Benefit Plans.

(a)                                 Except as set forth on Schedule 3.13(a), none of AgroFresh or TDCC or any of its Affiliates is a party to, or bound by, any collective bargaining or similar agreement with any labor organization with respect to any Employee.

(b)                                 There is no labor strike, slowdown, work stoppage, unresolved material labor union grievance or labor arbitration proceedings pending or, to TDCC’s Knowledge, threatened against AgroFresh, TDCC or any of its Affiliates with respect to any Employee.

(c)                                  Schedule 3.13(c) sets forth a list of TDCC Benefit Plans.  A copy of the plan document, summary plan description or summary of each TDCC Benefit Plan, in each case as in effect on the date of this Agreement and in each case sufficient for Purchaser to fulfill Purchaser’s obligations in Article VI, and a copy of the most recent favorable determination letter for each TDCC Benefit Plan that is a defined contribution plan and is intended to be qualified under Section 401(a) of the Code, has been made available to Purchaser.

3.14                        Environmental Matters.  Except as set forth on Schedule 3.14:

(a)                                 to TDCC’s Knowledge, AgroFresh and TDCC and each applicable Affiliate of TDCC is in compliance with all Environmental Laws applicable to the Business, except where the failure to so comply would not reasonably be expected to have a Business Material Adverse Effect;

(b)                                 TDCC and AgroFresh are in possession of all Environmental Permits, if any, required for the conduct or operation of the Business and, to TDCC’s Knowledge, are in compliance with all of the requirements and limitations included in such Environmental Permits, except where the failure to possess such Environmental Permits or to so comply would not reasonably be expected to have a Business Material Adverse Effect;

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(c)                                  since January 1, 2015, no written notice from any Governmental Authority has been received by AgroFresh, TDCC or any of its Affiliates claiming that (i) the use of any of the tangible Business Assets is in violation of any Environmental Law or Environmental Permit or (ii) AgroFresh or TDCC or any of its Affiliates is responsible (or potentially responsible) for Remedial Action with respect to the operations or facilities included in the Business, other than, in each case, such notices that have been resolved by the applicable Governmental Authority and except for violations and Remedial Actions that would not reasonably be expected to have a Business Material Adverse Effect; and

(d)                                 as of the date of this Agreement, there are no Proceedings pending or, to TDCC’s Knowledge, threatened in writing against AgroFresh or TDCC or any of its Affiliates (in each case, solely in relation to the Business) with respect to any Remedial Action or violation of any Environmental Law or Environmental Permit, except for any such Remedial Actions or violations that would not reasonably be expected to have a Business Material Adverse Effect.

Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 3.14 are the only representations and warranties relating to Environmental Laws or Remedial Actions, including all Environmental Permits, made by TDCC under this Agreement.

3.15                        Taxes.  Except as set forth on Schedule 3.15:

(a)                                 All material Tax Returns of the AgroFresh Entities that are required by applicable Law to be filed before the Closing Date by the AgroFresh Entities have been filed or will be filed in a timely manner (within any applicable extension periods), the information provided on such Tax Returns is or will be complete in all material respects, and all Taxes shown to be due (before the Closing Date) on such Tax Returns have been timely paid in full or will be timely paid in full, to the extent that a failure to file such Tax Returns or pay such Taxes, or an inaccuracy in such Tax Returns, as applicable, would reasonably be expected to result in Purchaser or the AgroFresh Entities being liable for such Taxes or would reasonably be expected to give rise to a Lien on any asset of the AgroFresh Entities.  There are no Liens for Taxes with respect to the AF Interests other than Permitted Liens.

(b)                                 No Tax Return of any AgroFresh Entity is currently being examined by any Tax authority, which examination could reasonably be expected to result in a material Tax liability to Purchaser or any of its Affiliates after the Closing Date and no AgroFresh Entity has waived any statute of limitation or agreed to any extension of time with respect to a Tax assessment of deficiency with respect to any Tax Return (other than ordinary course extensions and extensions or agreements not related to the Business), which waiver or agreement to extend is currently in effect.

(c)                                  No AgroFresh Entity is party to any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar arrangement or arrangements (excluding Contracts not primarily related to Taxes and extensions or agreements not related to the Business) pursuant to which it will have any obligation to make any payments after the Closing.

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(d)                                 Each AgroFresh Entity has at all times been, in compliance with the provisions of Sections 6011, 6111 and 6112 of the Code relating to tax shelter disclosure, registration and list maintenance and with the Treasury Regulations thereunder, and no AgroFresh Entity has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Sections 1.6011-4(b)(2), 301.6111-2(b)(2) or 301.6112-1(b)(2)(A).  No Internal Revenue Service Form 8886 has been filed with respect to any AgroFresh Entity.

(e)                                  No AgroFresh Entity has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(f)                                   Each AgroFresh Entity has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, stockholder or other third party and has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes.

(g)                                  No AgroFresh Entity has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or foreign income Tax Return, other than any such group of which TDCC or any Subsidiary thereof (including RandH) is the common parent.  No Agro Fresh Entity has any material current liability for the Taxes of any person (other than the AgroFresh Entities) under Treasury regulations section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor or by contract.

(h)                                 No AgroFresh Entity has any request for a material ruling in respect of Taxes pending between such AgroFresh Entity and any Tax authority.

(i)                                     Either TDCC or RandH is eligible to make the Section 338(h)(10) Election with respect to the AgroFresh Business Combination.

(j)                                    None of the AgroFresh Entities has received or accrued income (or would have received or accrued income on or before the Closing Date if the Closing Date was the last day of the taxable year) that will be required to be included in the income of a “United States shareholder” (as defined under Section 951(b) of the Code or similar provision of state or local Law) in any taxable period (including any Straddle Period) that is related or attributable to (A) “subpart F income” (within the meaning of Section 952 of the Code or similar provision of state or local Law) or (B) the holding of “United States property” (within the meaning of Section 956 of the Code or similar provision of state or local Law) on or prior to the Closing Date.

(k)                                 None of the AgroFresh Entities is a party to any “gain recognition agreement” (within the meaning of Treasury Regulations Section 1.367(a)-8 or 8T (as applicable)).

(l)                                     None of the AgroFresh Entities is or at any time has been subject to (i) the dual consolidated loss provisions of Section 1503(d) of the Code, (ii) the overall foreign loss provisions of Section 904(f) of the Code or (iii) the recharacterization provisions of Section 952(c)(2) of the Code.

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3.16                        Proceedings.

(a)                                 Except as set forth on Schedule 3.16(a), as of the date of this Agreement, there are no Proceedings pending or, to TDCC’s Knowledge, threatened, against AgroFresh or any Seller (solely in relation to the Business) before any Governmental Authority that would reasonably be expected to have a Business Material Adverse Effect.  Except as set forth on Schedule 3.16(a), the operation of the Business is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority, the failure to comply with which would be reasonably expected to have a Business Material Adverse Effect, other than any such orders having application to industry-wide matters.

(b)                                 As of the date of this Agreement, there are no Proceedings pending or, to TDCC’s Knowledge, threatened, by or against AgroFresh or any Seller with respect to this Agreement or the transactions contemplated hereby.

3.17                        Compliance with Laws.  Except as set forth on Schedule 3.17, AgroFresh and the Asset Transferors (solely in relation to the Business) are in compliance with all Laws applicable to or binding on them or any of the Business Assets, except where the failure to so comply would not reasonably be expected to have a Business Material Adverse Effect.  Since January 1, 2015, none of AgroFresh or any Seller has received any written notice from a Governmental Authority alleging that AgroFresh or any Seller (solely in relation to the Business) is not in compliance with any applicable Law, except where such failure to comply would not reasonably be expected to have a Business Material Adverse Effect.  This Section 3.17 does not address matters that are specifically covered by other representations and warranties contained in this Article III.

3.18                        Information in Proxy Statement.  TDCC represents that the information supplied by TDCC for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Purchaser, (ii) the time of the Purchaser Stockholders’ Meeting or (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that TDCC makes no representation with respect to any forward-looking statements supplied by TDCC for inclusion in, or relating to information to be included in, the Proxy Statement.

3.19                        Securities Law Matters.  TDCC (or its applicable Affiliate) is acquiring Purchaser Common Stock solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act, any applicable state securities Law or any applicable foreign securities Law.  TDCC acknowledges that the Purchaser Common Stock is not registered under the Securities Act, any applicable state securities Law or any applicable foreign securities Law and that such Purchaser Common Stock may not be transferred or sold except pursuant to the registration provisions of the Securities Act or applicable foreign securities Law or pursuant to an applicable exemption therefrom and pursuant to state or foreign securities Laws, as applicable.  TDCC (or its applicable Affiliate) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchaser Common Stock and is capable of bearing the economic risks of such investment.  Each of TDCC and its applicable Affiliates is

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an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.20                        Independent Investigation.  In making the decision to enter into this Agreement and the Related Agreements and to consummate the transactions contemplated hereby and thereby, other than reliance on the representations and warranties of Purchaser set forth in this Agreement, TDCC has relied solely on its own independent investigation, analysis and evaluation of Purchaser and its business.  TDCC confirms to Purchaser that TDCC is sophisticated and knowledgeable about the Purchaser and its business and is capable of evaluating the matters set forth above.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to TDCC as follows:

4.1                               Organization.  Purchaser is validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite corporate or other business entity power and authority to own, lease and operate its assets and 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 Purchaser’s ability to consummate the transactions contemplated hereby.  Copies of the Purchaser Organizational Documents that are incorporated by reference as exhibits to Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2014 are complete and correct copies of such documents, as amended and in effect on the date of this Agreement.

4.2                               Capitalization.

(a)                                 The authorized capital stock of Purchaser consist of four hundred million (400,000,000) shares of Purchaser Common Stock and one million (1,000,000) shares of preferred stock, par value $0.0001 per share.  As of the date hereof, the issued and outstanding shares of capital stock of Purchaser consist of twenty-seven million five hundred sixty-two thousand five hundred (27,562,500) shares of common stock and zero shares of preferred stock (collectively, the “Purchaser Issued Equity”).  All Purchaser Issued Equity has been duly authorized and validly issued, fully paid and nonassessable and issued in compliance with all applicable state and federal securities Laws and is not subject to, or issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under applicable Law, the Purchaser Organizational Documents or any Contract to which Purchaser is a party or otherwise bound.  Other than the Purchaser Issued Equity and the Purchaser Warrants, there are no Equity Interests of Purchaser issued or outstanding or Contracts in respect of any Equity Interest of Purchaser to which Purchaser is a party or by which it is bound.

(b)                                 The Purchaser Warrants are, and after giving effect to the AgroFresh Business Combination will be, exercisable for one share of Purchaser Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) per share.  As of the date hereof, seventeen million one hundred eighty-five thousand (17,185,000) Purchaser Warrants are outstanding.  No

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Purchaser Warrants are exercisable until the Closing.  All outstanding Purchaser Warrants have been duly authorized and validly issued, are fully paid and were issued in compliance with all applicable federal and state securities Laws and are not subject to, and were not issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Purchaser Organizational Documents or any Contract to which Purchaser is a party or by which it is bound.  Except for rights of holders of Purchaser Common Stock to convert their shares of Purchaser Common Stock into cash held in the Trust Account (all of which rights will expire upon consummation of the AgroFresh Business Combination), there are not any outstanding Contracts of Purchaser to repurchase, redeem or otherwise acquire any Equity Interest in Purchaser.

(c)                                  The Stock Consideration and the Series A Preferred Stock, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and nonassessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Purchaser Organizational Documents or any Contract to which Purchaser is a party or otherwise bound.

(d)                                 Purchaser has no Subsidiaries and does not own, directly or indirectly, any Equity Interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated.  Purchaser is not party to any Contract that obligates Purchaser to invest money in, loan money to or make any capital contribution to any other Person.

4.3                               Authorization.  Purchaser has all requisite corporate power and authority to execute, deliver and perform this Agreement and its Related Agreements (in each case to the extent it is a party thereto) and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by Purchaser and each of its applicable Affiliates of this Agreement and its Related Agreements (in each case to the extent it is a party thereto), and the consummation by Purchaser and each of its applicable Affiliates of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or other business entity action.  Purchaser has duly and validly executed and delivered this Agreement and, at or prior to the Closing, Purchaser and each of its applicable Affiliates will have duly and validly executed and delivered each of its Related Agreements.  Assuming the due authorization, execution and delivery of this Agreement and the Related Agreements by the other parties hereto and thereto, this Agreement constitutes, and each Related Agreement shall after the Closing constitute, legal, valid and binding obligations of Purchaser and the Affiliates of Purchaser party thereto, enforceable against each of them in accordance with their respective terms, subject to the Enforceability Limitations.

4.4                               Governmental Consents; No Conflicts.

(a)                                 The execution, delivery and performance of this Agreement and the Related Agreements by Purchaser do not and will not require any Consent of or with any Governmental Authority, other than any Consent the failure of which to be obtained would not reasonably be expected to have a Purchaser Material Adverse Effect or prevent or materially delay the consummation by Purchaser of the transactions contemplated by this Agreement.

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(b)                                 The execution, delivery and performance of this Agreement and of the applicable Related Agreements by Purchaser or the applicable Affiliates of Purchaser, and the consummation of the transactions contemplated hereby and thereby by such Persons, do not and will not (i) violate any Law applicable to or binding on Purchaser or any such Affiliate or their respective assets, (ii) violate or conflict with, result in a breach, cancellation or termination of, constitute a default under, result in the creation of any Lien upon any of the assets of Purchaser or any such Affiliate under, or result in or constitute a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Purchaser or any such Affiliate is a party or by which Purchaser or any such Affiliate or their respective assets are bound or (iii) violate or conflict with any provision of the Purchaser Organizational Documents or similar organizational documents of any such Affiliate, except, in the case of each of clauses (i) and (ii), where such violation, conflict, breach, cancellation, termination, default or Lien (as applicable) would not reasonably be expected to have a Parent Material Adverse Effect or would not prevent or materially delay the consummation by Parent or any such Affiliate of the transactions contemplated by this Agreement.

4.5                               SEC Reports and Financial Statements.

(a)                                 Purchaser has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Purchaser with the SEC under the Exchange Act or the Securities Act since Purchaser’s incorporation to the date of this Agreement, together with any amendments, restatements or supplements thereto (all of the foregoing filed prior to the date of this Agreement, the “Purchaser SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the “Additional Purchaser SEC Reports”).  All Purchaser SEC Reports, Additional Purchaser SEC Reports, any correspondence from or to the SEC or NASDAQ (other than such correspondence in connection with the initial public offering of Purchaser) and all certifications and statements required by (i) Rule 13a-14 or 15d-14 under the Exchange Act, or (ii) 18 U.S.C. § 1350 (Section 906) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any of the foregoing (collectively, the “Certifications”) are available on ▇▇▇▇▇ in full without redaction.  Purchaser has heretofore furnished to TDCC true and complete copies of all amendments and modifications that have not been filed by the Purchaser with the SEC to all agreements, documents and other instruments that previously had been filed by the Purchaser with the SEC and are currently in effect.  The Purchaser SEC Reports were, and the Additional Purchaser SEC Reports will be, prepared in accordance with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations thereunder.  The Purchaser SEC Reports did not, and the Additional Purchaser SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.  The Certifications are each true and correct.  Purchaser maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act.  Each director and executive officer of Purchaser has filed with the SEC on a timely basis all statements required with respect to Purchaser by Section 16(a) of the Exchange Act and the rules and regulations thereunder.  As used in this Section 4.5, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

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(b)                                 The financial statements and notes contained or incorporated by reference in the Purchaser SEC Reports fairly present, and the financial statements and notes to be contained in or to be incorporated by reference in the Additional Purchaser SEC Reports will fairly present, the financial condition and the results of operations, changes in stockholders’ equity and cash flows of Purchaser as at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable.  No financial statements other than those of Purchaser are required by GAAP to be included in the consolidated financial statements of Purchaser.

4.6                               Trust Account.  Purchaser has (and will have immediately prior to the Closing) at least two hundred twenty million five hundred two thousand nine hundred sixty-one Dollars ($220,502,961) in the account established by Purchaser for the benefit of its public stockholders at the Trustee (the “Trust Account”), such monies invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to that certain Investment Management Trust Agreement, dated as of February 12, 2014, between Purchaser and Trustee (the “Trust Agreement”).  The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified.  There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Purchaser SEC Reports to be inaccurate or that would entitle any Person (other than stockholders of Purchaser holding Purchaser Issued Equity sold in Purchaser’s initial public offering who shall have elected to redeem their Purchaser Issued Equity pursuant to the Purchaser Charter) to any portion of the proceeds in the Trust Account.  Prior to the Closing, none of the funds held in the Trust Account may be released.  There are no Proceedings pending or, to the knowledge of Purchaser, threatened with respect to the Trust Account.

4.7                               Investment Company Act; JOBS Act.  Purchaser is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act.  Purchaser constitutes an “emerging growth company” within the meaning of the JOBS Act.

4.8                               Absence of Certain Changes or Events.  Since the date of Purchaser’s incorporation, (a) there has not been any change, effect, event or occurrence that has had or would reasonably be expected to have a Purchaser Material Adverse Effect and (b) Purchaser has conducted its business only in the ordinary course of business consistent with past practice.  Since January 1, 2015, there has not been any circumstance, action or activity that, if such circumstance, action or activity had occurred or been taken after the date hereof, would be a violation of Section 5.2(a) or 5.2(c) by Purchaser.

4.9                               Title to Assets.  Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Purchaser owns good and marketable title to, or holds a valid leasehold

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interest in, or a valid license to use, all of the assets used by Purchaser in the operation of its business and which are material to Purchaser, free and clear of any Liens.

4.10                        Employee Matters.  Other than the current officers of Purchaser set forth on Schedule 4.10, Purchaser has not ever had any employees.  Other than reimbursement of any out-of-pocket expenses incurred by Purchaser’s officers and directors in connection with activities on Purchaser’s behalf in an aggregate amount not in excess of the amount of cash held by Purchaser outside of the Trust Account, Purchaser does not have any unsatisfied Liability with respect to any employee.  Purchaser does not maintain, sponsor or have any Liability with respect to, any Employee Benefit Plan.

4.11                        Taxes.

(a)                                 Purchaser has timely filed or has caused to be timely filed all material Tax Returns required to be filed by it (taking into account any validly obtained extension of time within which to file), and all such Tax Returns are true, complete and accurate in all material respects.  Purchaser has paid or caused to be paid all material Taxes due and owing by it, other than Taxes that are being contested in good faith through appropriate proceedings for which appropriate reserves have been established.

(b)                                 No deficiencies for any material Taxes (other than Taxes that are not yet due and payable or that are being contested in good faith and for which appropriate reserves have been established) have been proposed, asserted, assessed or threatened in writing against Purchaser which have not been settled and paid.  All assessments for material Taxes due and owing by Purchaser with respect to completed and settled examinations or concluded litigation have been paid.  There is no currently effective agreement or other document with respect to Purchaser extending the period of assessment or collection of any material Taxes.  There are no material Liens for Taxes on any of the assets of Purchaser other than Permitted Liens.  Purchaser has not been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof.  Purchaser has not engaged in any “listed transaction” within the meaning of Section 6011 of the Code.  Purchaser is eligible to make the Section 338(h)(10) Election with respect to the AgroFresh Business Combination.

4.12                        Proceedings.  There are no Proceedings pending or, to Purchaser’s knowledge, threatened that are material to the Purchaser or that would reasonably be expected to have a Purchaser Material Adverse Effect.

4.13                        Compliance with Applicable Laws.  Since the date of its incorporation, Purchaser has complied with all Laws applicable to Purchaser, except where the failure to so comply would not reasonably be expected to have a Purchaser Material Adverse Effect.  Since the date of its incorporation, Purchaser has not received any written communication from a Governmental Authority that alleges that Purchaser is not in compliance with any Law, except to the extent any instances of non-compliance would not have a Purchaser Material Adverse Effect.

4.14                        Indebtedness.  Purchaser has no indebtedness.

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4.15                        Listing.  The issued and outstanding shares of Purchaser Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ.  There is no Proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser by NASDAQ or the SEC with respect to any intention by such entity to deregister the Purchaser Common Stock or prohibit or terminate the listing of Purchaser Common Stock on NASDAQ.  Purchaser has taken no action that is designed to terminate the registration of Purchaser Common Stock under the Exchange Act.

4.16                        Board Approval; Stockholder Vote.  The Purchaser Board (including any required committee of Purchaser Board) has unanimously (i) declared the advisability of the transactions contemplated by this Agreement, including the AgroFresh Business Combination and the Charter Amendment, and approved this Agreement, the Related Agreements and the transactions contemplated hereby and thereby; and (ii) determined that the transactions contemplated by this Agreement and the Related Agreements are in the best interests of the stockholders of Purchaser.  Other than the Purchaser Stockholder Approval, no other corporate proceedings on the part of Purchaser is necessary to authorize the transactions contemplated by this Agreement and the Related Agreements, including the AgroFresh Business Combination.

4.17                        Affiliate Transactions.  Other than (a) for payment of salary and benefits for services rendered, (b) reimbursement for expenses incurred on behalf of Purchaser or (c) with respect to any Person’s ownership of Equity Interests of Purchaser, there are no Contracts between Purchaser, on the one hand, and, on the other hand, any (i) any present or former manager, employee, officer or director of either Purchaser, (ii) the Sponsor or any of its Affiliates, or (iii) any record or beneficial owner of the outstanding Purchaser Issued Equity as of the date hereof.

4.18                        Information in Proxy Statement.  Purchaser represents that the information supplied by Purchaser for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Purchaser, (ii) the time of the Purchaser Stockholders’ Meeting or (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The Proxy Statement shall comply with the applicable provisions of the Exchange Act.

4.19                        Purchaser Contracts.  Purchaser has performed all material obligations required to be performed by it to date under the Purchaser Material Contracts and is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder in any material respect, except for failures to perform or any such breach that would not have a Purchaser Material Adverse Effect.  Purchaser has not provided to TDCC or any of its Affiliates any information or materials that would constitute “confidential information” or “evaluation material” (or similar term defined in a Contract of Purchaser containing confidentiality or non-disclosure obligations binding on Purchaser) or any other material that would give rise to a Liability of TDCC or any of its Affiliates pursuant to a confidentiality agreement, non-disclosure agreement or any other Contract containing confidentiality or non-disclosure obligations (such information or materials, “Third Party Confidential Information”).

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4.20                        Financing.

(a)                                 Purchaser has delivered to TDCC true and complete copies of (i) an executed commitment letter, dated as of April 30, 2015, respectively (including all exhibits, annexes, schedules and term sheets and the executed fee letter (the “Fee Letter”)) attached thereto or contemplated thereby (collectively, the “Debt Commitment Letter”) pursuant to which, subject to the terms and conditions set forth therein, the Committed Lenders have committed to provide debt financing contemplated thereby (the “Debt Financing”) for the purpose of funding the transactions contemplated hereby.

(b)                                 The aggregate net cash proceeds to Purchaser of the Financing (after giving effect to any related fees or expenses) will provide sufficient funds to Purchaser to pay (i) all amounts required to be paid in respect of the Cash Consideration and any other amounts due and payable by Purchaser under this Agreement at Closing, in each case, (A) without any increase in the indebtedness or other obligations of the Company or (B) use of the assets of the Company (other than the Trust Account) and (ii) any and all fees and expenses required to be paid by Purchaser in connection with the AgroFresh Business Combination and the Financing.  The obligations of the Committed Lenders to fund the entire amount of the Debt Financing under the Debt Commitment Letters are not subject to any condition or contingency, including any subsequent approval process, other than the conditions explicitly set forth in Section 6 entitled “Conditions Precedent” of the Debt Commitment Letters (such conditions, as so explicitly set forth in the Debt Commitment Letters as of the date hereof or as amended in accordance with the provisions hereof, the “Debt Financing Conditions”).  There are no side letters or other Contracts related to the funding or investing, as applicable, of the Financing except for the Debt Commitment Letter and Fee Letter.  Assuming due authorization, execution and delivery by each other Person party thereto (which, to the knowledge of Purchaser, is the case), each of the Debt Commitment Letters (and the commitments of the Committed Lenders to provide the Debt Financing set forth therein) is in full force and effect, has not been amended, modified, withdrawn or rescinded in any manner, has been duly executed by Purchaser and, to the knowledge of Purchaser, each other Person party thereto, and constitutes a legal, valid and binding obligation of Purchaser and, to the knowledge of Purchaser, each other Person party thereto, enforceable against Purchaser and, to the knowledge of Purchaser, each other Person party thereto in accordance with its terms, subject to the Enforceability Limitations.  Purchaser has fully paid, or caused to be fully paid, any and all commitment, arrangement, upfront or other fees or amounts that are due and payable in connection with the Financing, and no further commitment or other fees will be required to be paid by Purchaser in respect of the Financing at any time prior to the Closing.  No event has occurred that, with or without notice or lapse of time or both, would constitute a breach, default or failure of a condition by Purchaser or, to the knowledge of Purchaser, any other parties to the Commitment Letter, in each case, under the terms and conditions of the Commitment Letter.  As of the date of this Agreement, Purchaser, after conducting due inquiry, has no reason to believe that any of the Debt Financing Conditions will not be satisfied on a timely basis or that the Financing will not be available to Purchaser on the Closing Date.

4.21                        Securities Law Matters.  Purchaser is acquiring the AF Interests and the AgroFresh Entity Securities solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act, any applicable

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state securities Law or any applicable foreign securities Laws. Purchaser acknowledges that the AF Interests and AgroFresh Entity Securities are not registered under the Securities Act, any applicable state securities Law or any applicable foreign securities Laws and that such AF Interests and AgroFresh Entity Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act or applicable foreign securities Laws or pursuant to an applicable exemption therefrom and pursuant to state or foreign securities Laws, as applicable.  Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the AF Interests and the AgroFresh Entity Securities and is capable of bearing the economic risks of such investment.  Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

4.22                        Solvency.  After giving effect to the transactions contemplated by this Agreement, including the Financing, any Alternative Financing and the payment of the Cash Consideration, payment of all amounts required to be paid in connection with the Closing and the other transactions contemplated by this Agreement, and payment of all related fees and expenses, Purchaser will be Solvent as of the Closing and immediately after the consummation of the Closing and the other transactions contemplated by this Agreement.  For purposes of the foregoing, the term “Solvent”, when used with respect to any Person, means that, as of any date of determination, (i) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed the sum of (A) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors, and (B) the amount that will be required to pay the probable liabilities of such Person, as of such date, on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (ii) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date, and (iii) such Person will be able to pay its liabilities, as of such date, including contingent and other liabilities, as they mature.  For purposes of the definition of “Solvent”, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, as of such date, including contingent and other liabilities, as they mature” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.  No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Purchaser or its subsidiaries.

4.23                        Independent Investigation.  In making the decision to enter into this Agreement, and the Related Agreements and to consummate the transactions contemplated hereby and thereby, other than reliance on the representations and warranties of TDCC set forth in this Agreement, Purchaser has relied solely on its own independent investigation, analysis and evaluation of the Business, AgroFresh and the Business Assets (including Purchaser’s own estimate and appraisal of the value of the Business, financial condition, operations and prospects of the Business, AF Interests , AgroFresh Entities and Business Assets).  Purchaser confirms to TDCC that Purchaser is sophisticated and knowledgeable about the Business and is capable of evaluating the matters set forth above.

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ARTICLE V
COVENANTS

5.1                               Access to Information.

(a)                                 From and after the date of this Agreement until the Closing Date, TDCC shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance written notice (which in no event shall be less than forty-eight (48) hours’ notice), during normal business hours, to the personnel and properties of AgroFresh and the personnel, books and records of the Business (other than Tax Returns of AgroFresh, TDCC and its Affiliates and all notes, worksheets, files and documents relating thereto) to the extent relating to AgroFresh or the Business Assets; provided, however, that nothing herein will obligate TDCC to take or permit any actions that would (a) unreasonably interrupt the normal course of the Business or any other business of AgroFresh or TDCC or any of its Affiliates; (b) result in any waiver of attorney-client privilege or violate any Law or the terms of any Contract to which AgroFresh or TDCC or any of its Affiliates is a party or to which any of their respective assets are subject; or (c) subject AgroFresh or TDCC or any of its Affiliates to risk of Liability; provided, further, that prior to the expiration of any waiting period under any Competition Law applicable to the transactions contemplated by this Agreement, Purchaser and its Representatives shall only be permitted such reasonable access that, in TDCC’s sole discretion, after consultation with counsel, is appropriate during such review process.  During any visits to any offices, facilities or other properties of or leased by AgroFresh permitted by this Section 5.1, Purchaser shall comply, and shall cause its Representatives to comply, with all safety, health and security rules applicable to the premises being visited.  TDCC shall have the right to have a Representative present at all times during any such inspections, interviews and examinations conducted at or on the offices or other facilities or properties of or leased by AgroFresh.  From and after the date of this Agreement until the Closing Date, Purchaser shall not have access to or communicate with any customers, suppliers or other counterparties of the Business without the prior written Consent of TDCC and then only on such terms to which TDCC Consents.  Notwithstanding anything to the contrary in this Section 5.1, Purchaser shall not be allowed to sample and analyze any soil or groundwater or other environmental media, or any building material, without the express written Consent of TDCC, which may be withheld in the sole discretion of TDCC.  All access and information contemplated by this Section 5.1 shall be subject to the terms and conditions of the Confidentiality Agreement and the provisions of this Section 5.1 are subject to Section 5.17 and Section 5.21.

(b)                                 From and after the date of this Agreement until the Closing Date, Purchaser shall afford to TDCC and its Representatives reasonable access, upon reasonable advance written notice (which in no event shall be less than forty-eight (48) hours’ notice), during normal business hours, to the personnel, books and records of Purchaser and as is reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein will obligate Purchaser to take or permit any actions that would (i) unreasonably interrupt the normal course of its business; or (ii) result in any waiver of attorney-client privilege or violate any Law or the terms of any Contract to which Purchaser is a party or to which any of its assets are subject.  During any visits to any offices, facilities or other properties of or leased by Purchaser permitted by this Section 5.1, TDCC shall comply, and shall cause its Representatives to comply, with all safety, health and

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security rules applicable to the premises being visited.

(c)                                  From and after the date hereof, Purchaser will not disclose or provide access to TDCC or any of its Affiliates to any Third-Party Confidential Information unless TDCC shall have first consented in writing to such disclosure or access.

5.2                               Conduct of Business Pending the Closing.

(a)                                 From the date of this Agreement until the Closing Date, except as contemplated by the Restructuring Transactions, as set forth on Schedule 5.2 or as contemplated, permitted, or required by this Agreement or any Related Agreement, required by applicable Law, or to the extent that the other party shall otherwise Consent in writing (which Consent shall not be unreasonably withheld, conditioned or delayed) (such exceptions, the “Conduct of Business Exceptions”), (i) TDCC shall operate the Business in the ordinary course of business in all material respects and (ii) Purchaser shall conduct its operations in the ordinary course of business in all material respects.

(b)                                 Without limiting the generality of Section 5.2(a) and subject to the Conduct of Business Exceptions, prior to the Closing TDCC shall not, and shall cause the Asset Transferors (solely in relation to the Business) and AgroFresh not to, to the extent related solely to the Business:

(i)                                     amend the charter, bylaws or similar organizational documents of AgroFresh;

(ii)                                  authorize for issuance, issue, sell or deliver, or agree or commit to issue, sell or deliver, any Equity Interests of AgroFresh;

(iii)                               sell, transfer, lease, license, convey or otherwise dispose of any material assets of AgroFresh or any material assets that would otherwise constitute Business Assets, except in the ordinary course of business;

(iv)                              approve any new capital expenditures of more than five hundred thousand Dollars ($500,000) of AgroFresh that are not in the ordinary course of business;

(v)                                 other than supply arrangements in the ordinary course of business, enter into any material transaction with any Affiliate of TDCC;

(vi)                              grant any increase in the base salary or wages, bonus opportunity, or other benefits payable to any Employee, in each case except (i) in the ordinary course of business and in a manner consistent with past practice or to the extent undertaken in connection with the implementation of a program that impacts all similarly situated employees of TDCC and its Affiliates, (ii) as required by Law or (iii) as required by the terms of any existing Contract, announced commitment, TDCC Benefit Plan or other Multiemployer Plan or collective bargaining agreement;

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(vii)                           amend or modify in a manner materially adverse to the Business any Material Contract, terminate any Material Contract other than in the ordinary course of business or enter into a Contract that, if entered into prior to the date hereof, would have been a Material Contract required to be disclosed pursuant to Section 3.10, other than in the ordinary course of business;

(viii)                        declare, set aside or pay any dividend or any other distribution with respect to the Equity Interests of AgroFresh, except dividends or other distributions of Cash and Cash Equivalents;

(ix)                              waive or abandon or otherwise dispose of any rights in or to any material Business Intellectual Property; or

(x)                                 agree in writing to do any of the foregoing.

(c)                                  Without limiting the generality of Section 5.2(a) and subject to the Conduct of Business Exceptions, prior to the Closing Purchaser shall not:

(i)                                     amend the Purchaser Organizational Documents;

(ii)                                  subject to Section 5.2(e), authorize for issuance, issue, sell or deliver, or agree or commit to issue, sell or deliver, any Equity Interests of Purchaser;

(iii)                               effect any recapitalization, reclassification, stock dividend, stock split or like change in the capitalization of Purchaser;

(iv)                              enter into any transaction with any Affiliate of Purchaser;

(v)                                 loan or advance any funds to any Person;

(vi)                              hire any employee or grant any increase in the base salary or wages, bonus opportunity, or other benefits payable to any employee;

(vii)                           establish, amend or modify any Employee Benefit Plan (whether material or immaterial) that contemplates obligations of Purchaser or any Affiliate of Purchaser from and after the Closing;

(viii)                        amend or modify in a manner adverse to Purchaser any Purchaser Material Contract, terminate any Purchaser Material Contract or enter into a Contract that, if entered into prior to the date hereof, would have been a Purchaser Material Contract;

(ix)                              make or rescind any material election relating to Taxes, settle or compromise any material Proceeding relating to Taxes, or, except as required by applicable Law, make any material change to any of its methods of Tax accounting;

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(x)                                 declare, set aside or pay any dividend or any other distribution with respect to the Equity Interests of Purchaser or redeem or repurchase any Equity Interests of Purchaser (other than in accordance with the Purchaser Stockholder Redemption at the Closing);

(xi)                              undertake any operations or actions, except for operation or actions as are reasonable and appropriate in furtherance of the AgroFresh Business Combination; or

(xii)                           agree in writing to do any of the foregoing.

(d)                                 The parties hereto agree and acknowledge that if Purchaser or TDCC does not grant or deny Consent to a proposed action that requires such party’s Consent pursuant to this Section 5.2 within five (5) Business Days (or such shorter time as the requesting party may indicate is required under the circumstances) after its receipt of a written request by the requesting party for Consent to take such action, the requesting party shall be deemed to have been granted consent to the taking of such action notwithstanding any other provision of this Section 5.2.

(e)                                  Notwithstanding Section 5.2(c)(ii) to the contrary, Purchaser shall have the right at or before the Closing to issue Purchaser Common Stock with an aggregate price of not more than seventy-five million Dollars ($75,000,000) at a per share price of not less than ten Dollars ($10.00) (it being understood both such prices are net to Purchaser).  Purchaser agrees to (i) reasonably cooperate and consult with TDCC regarding any such offering of Purchaser Common Stock, including the timing and terms thereof, (ii) keep TDCC apprised of the status of matters relating to such offering, including promptly furnishing TDCC with copies of written communications received by or given to any third party in respect of any such offering, (iii) permit TDCC to review and incorporate TDCC’s reasonable comments in documentation relating to any such offering, and (iv) consult with TDCC in advance of and not participate in any meeting or discussion relating to any such offering, either in person or by telephone, with any third party in connection with any such offering, unless Purchaser gives TDCC the opportunity to attend and observe; provided that, subject to the first sentence of this Section 5.2(e), the final terms of any such offering of Purchaser Common Stock, including the documentation and investors, shall be made by Purchaser in its sole discretion.

5.3                               Consents and Approvals.

(a)                                 On the terms and subject to the conditions of this Agreement, each party shall use its reasonable best efforts to cause the Closing to occur, including taking all reasonable actions necessary (i) to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing and (ii) to obtain each Consent of or with a Governmental Authority that, if not obtained or made, would reasonably be expected to have a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby.

(b)                                 In furtherance and not in limitation of the covenants of the parties contained in this Section 5.3, TDCC and Purchaser shall (i) promptly, and in any event no later

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than ten (10) Business Days after the date of this Agreement, file with the Antitrust Division and the FTC the notification and report forms required for the transactions contemplated hereunder by the HSR Act, (ii) cooperate with each other in (A) determining, as promptly as possible, whether any filings are required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, Consents or orders are required to be obtained from, any Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such actions or nonactions, waivers, expirations or terminations of waiting periods, clearances, Consents or orders, (iii) respond promptly to inquiries from any Governmental Authority in connection with any filings made pursuant to this Section 5.3 and supply as promptly as practicable such information or documentation as may be requested pursuant to any Competition Law by any Governmental Authority and (iv) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

(c)                                  In furtherance and not in limitation of the covenants of the parties contained in this Section 5.3, and notwithstanding anything in this Agreement to the contrary, Purchaser shall take any and all such further action as may be necessary to resolve such objections, if any, as federal or state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under Competition Laws with respect to the transactions contemplated by this Agreement and to avoid or eliminate, and minimize the impact of, each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement, in each case so as to enable the Closing to occur as soon as reasonably possible, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets, businesses, products or product lines of Purchaser (or any of its Affiliates) or the Business Assets, (ii) creating or terminating relationships, ventures, contractual rights or Liabilities of Purchaser or its Affiliates and (iii) otherwise taking or committing to take actions that after the Closing would limit the freedom of Purchaser or its Affiliates with respect to, or its ability to retain, one or more of its or its Affiliates’ businesses, product lines or assets, in each case as may be required in order to obtain all required actions or nonactions, waivers, expirations or terminations of waiting periods, clearances, Consents or orders and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Proceeding that would otherwise have the effect of preventing the Closing or delaying the Closing beyond the Outside Date (each of clauses (i), (ii) and (iii), a “Divestiture Action”).  For the avoidance of doubt, nothing in this agreement shall obligate TDCC or its Affiliates to agree to any Divestiture Action with respect to any businesses or assets other than the Business Assets.

(d)                                 In furtherance and not in limitation of the covenants of the parties contained in this Section 5.3, TDCC and Purchaser shall cooperate with each other with respect to obtaining and making all notifications and filings with Governmental Authorities and act as if all notifications, filings, submissions and other evidence are required to be prepared and filed jointly by all parties even if under particular circumstances they are formally made by only one party.  Subject to applicable legal limitations, each of TDCC and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings

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with Governmental Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Governmental Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, Consents or orders required to be obtained from, such Governmental Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Governmental Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe.  The parties hereto shall use reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.3(d) in a manner so as to preserve any applicable privilege.  This Section 5.3(d) shall not apply with respect to the Restructuring Transactions.

(e)                                  In furtherance and not in limitation of the covenants of the parties contained in this Section 5.3, if any administrative or judicial Proceeding, including any Proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Competition Law, each of TDCC and Purchaser shall use reasonable best efforts to contest and resist any such Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect or comes into effect and that enjoins, restrains, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.

(f)                                   Purchaser shall not, and shall not permit its Affiliates to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of any required waiting period under any Competition Law applicable to the transactions contemplated by this Agreement, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that is reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby or (iii) obtain all actions or nonactions, waivers, expirations or terminations of waiting periods, clearances, Consents and orders of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

(g)                                  Purchaser acknowledges that certain Consents with respect to the transactions contemplated by this Agreement may be required from parties to Contracts and that such Consents have not been obtained.  Purchaser agrees that neither TDCC nor any of its Affiliates shall have any Liability whatsoever to Purchaser arising out of or relating to the failure to obtain any Consents that may be required in connection with the transactions contemplated by

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this Agreement or because of the termination of any Contract as a result thereof.  Purchaser acknowledges that no representation, warranty or covenant of TDCC contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) efforts to obtain Consents in accordance with this Section 5.3(g) or the failure to obtain any such Consent, (ii) any such termination or (iii) any Proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or any such termination.  Prior to the Closing, each party shall, and shall cause its Affiliates to, use commercially reasonable efforts to obtain any such material Consents and waivers contemplated by this Section 5.3(g) (including the waivers set forth on Schedule 5.3(g)) in respect of such Contracts; provided, however, that such efforts shall not include any requirement that either party or any of its respective Affiliates expend money, commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party.

(h)                                 If any third party Consent has not been obtained with respect to any Business Contract as contemplated by Section 5.3(g) at or prior to the Closing, then until such time as such Consent is obtained, (i) Purchaser shall be entitled to the benefits of the Contract in question accruing after the Closing to the extent (and only to the extent) that TDCC or its applicable Affiliate may provide such benefits (A) without violating the terms of such Contract or any Law and (B) without incurring any material expense or otherwise taking any material actions or measures (including hiring additional employees), (ii) Purchaser shall perform, at its sole cost and expense, the obligations of TDCC or such Affiliate to be performed after the Closing under the Business Contract in question and (iii) Purchaser shall indemnify the TDCC Indemnified Parties against, be liable to the TDCC Indemnified Parties for and hold each TDCC Indemnified Party harmless from, any and all Losses incurred or suffered by each TDCC Indemnified Party in connection with any such arrangement or any such Business Contract; provided, however, that in no event shall Purchaser be entitled to receive such benefits beyond the term of any Business Contract and neither TDCC nor any of its Affiliates shall have any obligation to renew or replace any Business Contract upon the expiration or termination thereof.

(i)                                     Notwithstanding anything contained in this Section 5.3 to the contrary, this Section 5.3 does not apply to Registrations, which are the subject of Section 5.14.

5.4                               Dow Names.

(a)                                 Purchaser acknowledges that the Dow Names are and shall remain the property of TDCC or its respective Affiliates and that, subject to Section 5.4(c), nothing in this Agreement shall transfer, or shall operate as an agreement to transfer any right, title or interest in the Dow Names to Purchaser or any Affiliate of Purchaser.

(b)                                 Subject to Section 5.4(c), TDCC is not granting Purchaser a license to use, and neither Purchaser nor any of its Affiliates shall have any right, title or interest in or to, the Dow Names after the Closing.

(c)                                  TDCC grants to Purchaser pursuant to this Section 5.4(c) a limited transition trademark license solely for use in the Business for the purpose of transitioning the Dow Names after the Closing.  Purchaser agrees that:

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(i)                                     as soon as reasonably practicable following the Closing, but in any event no later than ninety (90) days following the Closing Date, Purchaser shall, and shall cause all of its applicable Affiliates to, (A) cease to use any existing stationery, purchase order, invoice, receipt or other similar document containing any reference to the Dow Names or (B) only use such stationery, purchase order, invoice, receipt or other similar document after having deleted, pasted over or placed a sticker over such references;

(ii)                                  as soon as reasonably practicable following the Closing, but in any event no later than ninety (90) days following the Closing Date, Purchaser and its Affiliates shall remove the Dow Names from all premises, signs and vehicles that are included in the Business Assets or owned or used by AgroFresh;

(iii)                               following the Closing Date, no brochures, leaflets or similar documents and no packaging containing any reference to the Dow Names shall be printed, ordered or produced by or on behalf of Purchaser or any of its Affiliates and, with respect to existing brochures, leaflets or similar documents and packaging containing a reference to the Dow Names, Purchaser shall use its reasonable best efforts to ensure that, as soon as reasonably practicable but in no event later than ninety (90) days following the Closing Date, such references are deleted, pasted over or a sticker is put over such references; and

(iv)                              subject to Section 5.4(d), Purchaser shall ensure that, from and after the Closing, no other stocks, goods, products, services or software are ordered, manufactured, produced or provided by or on behalf of Purchaser or any of its Affiliates showing, having marked thereon or using the Dow Names.

(d)                                 Notwithstanding the provisions of Section 5.4(c)(iv) to the contrary, following the Closing until such date as Purchaser or its Affiliates obtains, with respect to each jurisdiction, all Consents required to transfer the Transferred Registrations applicable to such jurisdiction, Purchaser may, to the extent necessary for use solely on Inventories in such jurisdiction in the ordinary course of its business and in a manner consistent with past practice, order, manufacture, package, label and commercialize 1-methylcyclopropene products (“Products”) bearing the Dow Names under the Transferred Registrations, subject to the following conditions:

(i)                                     Purchaser shall comply with all Laws relating to the manufacture, packaging, labeling, shipping, transportation, importation, exportation, storage, handling and sale of the Products;

(ii)                                  if Purchaser becomes aware of any actual or alleged unreasonable adverse effects on human health or the environment concerning the Products, Purchaser shall immediately inform TDCC of such information and will provide copies of all support for such unreasonable adverse effects to TDCC;

(iii)                               all Products shall have the same composition as that identified in the applicable Transferred Registrations;

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(iv)                              all Products shall be manufactured by the same manufacturer as that identified in the applicable Transferred Registrations;

(v)                                 all Products shall have the same labeling as that identified in the applicable Transferred Registrations; and

(vi)                              following the receipt in a jurisdiction of all Consents required to transfer the Transferred Registrations applicable to such jurisdiction, Purchaser shall use and sell Inventories bearing the Dow Names in such jurisdiction prior to using or selling any substantially similar Inventories in such jurisdiction.

(e)                                  Purchaser agrees that neither it nor any of its Affiliates shall acquire any rights whatsoever in the Dow Names by virtue of their use of the Dow Names during this transition period, and that all use of the Dow Names during this transition period shall inure solely to the benefit of TDCC and its Affiliates.  Purchaser shall, and shall cause its Affiliates to, ensure that all uses of the Dow Names as provided in this Section 5.4 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Dow Names were used in the Business prior to the Closing.  Any and all goodwill generated by the use of the Dow Names under this Section 5.4 shall inure solely to the benefit of TDCC and its Affiliates.  In no event shall Purchaser or its Affiliates use the Dow Names in any manner that may damage or tarnish the reputation of TDCC or the goodwill associated with the Dow Names or in any other manner detrimental to TDCC or its Affiliates.

(f)                                   Purchaser agrees that TDCC and its Affiliates shall have no responsibility for claims by third parties arising out of, or relating to, the use by Purchaser and its Affiliates of any Dow Names after the Closing.  In addition to any and all other available remedies, Purchaser shall indemnify and hold harmless TDCC and its Affiliates, successors and assigns, from and against any such claims that may arise out of the use of the Dow Names by Purchaser or any of its Affiliates (i) in accordance with the terms and conditions of this Section 5.4, other than such claims that the Dow Names infringe the Intellectual Property rights of any third party; or (ii) in violation of or outside the scope permitted by this Section 5.4.  Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that in the event of any breach or threatened breach of this Section 5.4, the TDCC, in addition to any other remedies available to it, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser or any of its Affiliates from any such breach or threatened breach.

5.5                               Brokers.  Regardless of whether the Closing shall occur, (a) TDCC shall indemnify Purchaser and its Affiliates against, be liable to Purchaser and its Affiliates for and hold Purchaser and its Affiliates harmless from, any and all Liability for any brokers’ or finders’ fees or other commissions arising with respect to brokers, finders, financial advisors or other Persons retained or engaged by TDCC or any of its Affiliates (or claiming to have been retained or engaged thereby) in respect of the transactions contemplated by this Agreement, (b) the parties acknowledge that an Affiliate of Sponsor has entered into a letter agreement regarding payment of certain Transaction Expenses of Purchaser; and (c) Purchaser shall indemnify TDCC and its Affiliates against, be liable to TDCC and its Affiliates for and hold TDCC and its Affiliates harmless from, any and all Liability for any brokers’ or finders’ fees or other

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commissions arising with respect to brokers or finders retained or engaged by Purchaser or any of its Affiliates (or claiming to have been retained or engaged thereby) in respect of the transactions contemplated by this Agreement.

5.6                               Preservation of Books and Records; Access and Assistance.

(a)                                 For a period of seven (7) years after the Closing Date, Purchaser shall preserve and retain all Business Records and other accounting, legal, auditing and other books and records of the Business (including any documents relating to any governmental or non-governmental claims, Proceedings or investigations with respect to the AgroFresh Entities or TDCC or its Affiliates) relating to (i) the conduct of the Business or (ii) the ownership or operation of the Business Assets or the AgroFresh Entities prior to the Closing Date (collectively, the “Retained Records”).  Notwithstanding the foregoing, Purchaser may dispose of any such books and records during such seven (7) year period if such books and records are first offered in writing to TDCC and not accepted by TDCC within thirty (30) days of such offer.  If at any time after the end of the applicable retention period Purchaser intends to dispose of any such books and records, Purchaser shall not do so without first offering such books and records to TDCC.

(b)                                 After the Closing Date, Purchaser shall permit TDCC and its authorized Representatives to have reasonable access to, and to inspect and copy, all Retained Records and to meet with officers and employees of Purchaser on a mutually convenient basis in order to obtain explanations with respect to such Retained Records, to obtain additional information and for any other reasonable business purpose, including the preparation of financial statements.

(c)                                  In the event and for so long as either party hereto is contesting or defending against any Proceeding, hearing, investigation, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction prior to the Closing Date involving any Business Asset, AgroFresh Entities or the Business, the other party hereto shall (A) fully cooperate with the contesting or defending party and its counsel in, and assist the contesting or defending party and its counsel with, the contest or defense, (B) make available such other party’s personnel (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses) and (C) provide such information, testimony and access to its books and records, in each case as shall be reasonably requested in connection with the contest or defense, all at the sole cost and expense (not including employee compensation and benefits costs) of the contesting or defending party.  For the avoidance of doubt, this Section 5.6(c) shall not apply with respect to disputes between the parties hereto.

5.7                               Removal of Certain Assets.  Except as permitted under the terms and conditions of the Occupancy Agreement or the Bailment Agreement with respect to the Business Assets located at the facilities of TDCC or its Affiliates subject thereto, as soon as reasonably practicable after the Closing, but in any event within thirty (30) days after the Closing, Purchaser shall, at its sole cost and expense, remove all of the Business Assets from any facility or warehouse of TDCC or its Affiliates.  In the event that any Business Asset has not been removed as of the date that is thirty (30) days after the Closing, TDCC shall have the right to use or

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dispose of such Business Asset in its sole discretion.  As soon as reasonably practicable after the Closing, but in any event within thirty (30) days after the Closing, TDCC shall, at its sole cost and expense, remove the assets set forth on Schedule 5.7 from any real property that is subject to the Real Property Leases included in the Business Assets.

5.8                               Insurance.  Purchaser acknowledges that (a) all of the insurance policies and programs maintained by TDCC or any of its Affiliates prior to the Closing Date will be terminated with respect to the Business and the AgroFresh Entities effective as of the Closing Date and (b) upon such termination, the Business (including the AgroFresh Entities) will cease to be covered under such policies and programs and Purchaser will have to obtain replacement coverage (including coverage as Purchaser deems appropriate for the Business Assets, AgroFresh Entities and the operation of the Business).  For the avoidance of doubt, TDCC shall retain all rights to control its and its Affiliates’ insurance policies and programs, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liability of Purchaser or any of its Affiliates.

5.9                               Confidentiality.

(a)                                 Purchaser acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to the Confidentiality Agreement, the terms of which are incorporated herein by reference.  Effective upon, and only upon, the Closing, (i) the obligations of confidentiality and limited use contained in the Confidentiality Agreement shall, without further action of any party, terminate with respect to information relating solely to (x) the Business (but excluding information relating to matters that are not Business Assets) or (y) the Business Assets of AgroFresh; and (ii) the restrictions contained in the Confidentiality Agreement regarding contacting client, customers and suppliers and other parties having a relationship to the Business shall, without further action of any party, terminate.  Purchaser acknowledges that the Confidentiality Agreement shall remain in full force and effect in all other respects in accordance with its terms.

(b)                                 Purchaser acknowledges that certain Transferred Employees may have obtained confidential information associated with Other Dow Businesses (collectively, “Confidential Information”), and that these employees have previously signed confidentiality agreements that contain covenants prohibiting the use or disclosure of such Confidential Information.  Purchaser agrees to respect and not interfere with the terms and conditions of such confidentiality agreements, including by not seeking or requiring the disclosure of any Confidential Information by such employees in breach of such confidentiality agreements.

5.10                        Taxes.

(a)                                 TDCC shall prepare and timely file or cause to be prepared and timely filed, in accordance with past practice (unless otherwise required by applicable Law), all Tax Returns of the AgroFresh Entities and with respect to the Business for any Pre-Closing Tax Period that relate to Consolidated Taxes.

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(b)                                 Purchaser shall prepare and timely file or cause to be prepared and timely filed, in accordance with past practice (unless otherwise required by applicable Law), all other Tax Returns of the AgroFresh Entities and with respect to the Business.

(c)                                  Any refunds (or credits for overpayment), rebates or similar payments of Taxes, including any interest received from a Tax authority thereon, of the AgroFresh Entities and with respect to the Business attributable to any Pre-Closing Tax Period shall be for the account of TDCC.  Promptly upon receipt by Purchaser (or any of its Affiliates) of any such refund (or credit for overpayment), Purchaser shall pay over, by wire transfer of immediately available funds, any such refund (or the amount of any such credit), including any interest thereon, to TDCC.  At TDCC’s request, Purchaser shall take, or cause its Affiliate to take, any reasonable action necessary to promptly claim refunds attributable to any Pre-Closing Tax Period.  Following written notice from Purchaser, TDCC will reasonably promptly reimburse Purchaser, by wire transfer of immediately available funds, any such refund to the extent subsequently disallowed by a relevant Tax authority.

(d)

(i)                                     (A) Purchaser and each of the AgroFresh Entities agree to give written notice to TDCC of the receipt of any written notice by Purchaser or any of the AgroFresh Entities that involves the assertion of any claim for Taxes or the commencement of any Tax Proceeding or Tax audit for any Pre-Closing Tax Period and (B) TDCC agrees to give written notice to Purchaser of the receipt of any written notice by TDCC which involves the assertion of any claim for Taxes with respect to the AgroFresh Entities or the Business.

(ii)                                  Notwithstanding anything herein to the contrary, TDCC shall control the contest or resolution of any Tax Proceeding with respect to Consolidated Taxes.

(e)                                  After the Closing, TDCC and Purchaser shall reasonably cooperate in preparing and filing all Tax Returns to the extent such filing requires one party (or its Affiliates) to provide to the other party (or its Affiliates) necessary information, records and documents relating to (i) the AgroFresh Entities or (ii) the Business.  TDCC and Purchaser shall cooperate in the same manner in defending or resolving any audit, examination or litigation relating to Taxes.

(f)                                   After the Closing, AgroFresh will be responsible for all sales, use, transfer, real property transfer, value added, recording, registration, stamp, stamp duty or similar Taxes and fees and all formalities and recording costs, arising out of the transfer of the AF Interests and the Business Assets pursuant to this Agreement (including pursuant to any Restructuring Transaction) and all costs and expenses incurred in connection therewith (“Transfer Taxes”).  The Tax Returns relating to such Transfer Taxes shall be timely prepared by the party legally obligated to make such filing.  The parties agree to cooperate with each other in connection with the preparation and filing of such Tax Returns, in obtaining all available exemptions from such Transfer Taxes and in timely providing each other with resale certificates and any other documents necessary to satisfy any such exemptions.  At the Closing, TDCC shall

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deliver to Purchaser a schedule setting forth TDCC’s good faith estimate of all Transfer Taxes by jurisdiction, which schedule shall be updated by TDCC following determination of the Allocation Schedule (as defined in the Tax Receivables Agreement).

(g)                                  Wherever possible, the parties agree to subject any transfer of assets pursuant to any Restructuring Transaction to the value added tax exemption provisions which are set forth in paragraphs 19 and 29 of the European Directive No. 2006/112/EC dated November 28, 2006, as amended, or to equivalent provisions under applicable Law, and to cooperate in obtaining any such exemptions.  Any value added tax or other Transfer Taxes, if any, applicable to the transfer of assets to the AgroFresh Entities pursuant to the Restructuring Transactions or otherwise, that are required to be paid or collected and remitted to the applicable Governmental Authority by TDCC or any Affiliate thereof, shall be paid by Purchaser to TDCC, as an addition to the Purchase Price, on or before March 31, 2016 (the “Transfer Tax Payment Date”); provided that to the extent any AgroFresh Entity receives a refund or recovery with respect to such Transfer Taxes prior to the Transfer Tax Payment Date, Purchaser shall make payment to TDCC of such refund or recovery within five (5) Business Days after receipt thereof (and the amount to be paid by Purchaser to TDCC on the Transfer Tax Payment Date shall be reduced by the amount of such prior payment).

(h)                                 Purchaser and its Affiliates shall not amend any previously filed Tax Returns for a Pre-Closing Tax Period, file Tax Returns for a Pre-Closing Tax Period in a jurisdiction where AgroFresh has not historically filed Tax Returns, initiate discussions or examinations with any Tax authority regarding Taxes with respect to any Pre-Closing Tax Period, make any voluntary disclosures with respect to Taxes for Pre-Closing Tax Periods, in each case, without the prior written Consent of TDCC or as required by applicable Law.

(i)                                     Purchaser and RandH shall make a timely joint election under Section 338(h)(10) of the Code, and any similar election as may be available under applicable state or local law (collectively, the “Section 338(h)(10) Election”), with respect to the AgroFresh Business Combination.  Purchaser and RandH agree to timely execute any and all forms (including IRS Form 8023 and all such forms, schedules and attachments as are necessary or required to be filed therewith pursuant to the applicable Treasury Regulations (and any similar election as may be available under applicable state or local law)) as are required in order to make a valid Section 338(h)(10) Election and Purchaser and RandH shall each take such other actions as are necessary to make or perfect the Section 338(h)(10) Election.  For purposes of executing and filing the IRS Form 8023 (i) Purchaser shall prepare three originals of IRS Form 8023 for Closing, (ii) at the Closing, Purchaser shall provide such forms to RandH and at such time RandH shall execute each original of IRS Form 8023 prepared by Purchaser, (iii) Purchaser shall timely execute each such original IRS Form 8023, (iv) promptly thereafter Purchaser shall provide to RandH one executed original and (v) Purchaser shall timely file one executed original IRS Form 8023 with the IRS pursuant to this Section 5.10(i).  All forms filed by Purchaser and RandH in connection with the Section 338(h)(10) Election shall be filed with the appropriate Governmental Authority not later than sixty (60) days before the last date for the filing thereof and the contents thereof shall be consistent with the Allocation Schedule determined in accordance with the Tax Receivables Agreement.

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5.11                        Restructuring Transactions; Transition Efforts.

(a)                                 TDCC shall use its reasonable best efforts to cause the transactions contemplated by Exhibit K (the “Restructuring Transactions”) to be consummated at or before the Closing, provided that to the extent any Restructuring Transaction is not consummated at or before the Closing, subject to Section 2.4 and Section 5.3(h), TDCC shall cause such Restructuring Transaction to be consummated as promptly as reasonably practicable after the Closing.  TDCC shall be entitled upon written notice to Purchaser to amend Exhibit K so long as such amendment does not adversely impact the operation of the Business after the Closing in any material respect.  At TDCC’s request from time to time, Purchaser shall, and shall cause its Affiliates to, promptly provide to TDCC, AgroFresh or either of their respective Affiliates all reasonably requested information that TDCC, AgroFresh or either of their respective Affiliates may require from Purchaser or its Affiliates in connection with the Restructuring Transactions.

(b)                                 During the period before the Closing, each of TDCC and Purchaser shall reasonably cooperate with each other and use commercially reasonable efforts to take, or cause to be taken, all necessary and appropriate actions to enable AgroFresh and its Subsidiaries to conduct the Business from and after the Closing without support from TDCC (other than the services provided pursuant to the Transition Services Agreement and the India Transition Services Agreement and rights of the AgroFresh Entities under the Bailment Agreement, Occupancy Agreement and Seconding Agreement).  In furtherance and not in limitation of such obligations, each party agrees to enter into, or to cause its applicable Affiliate to enter into, the Sublease Agreement at the Closing.  The parties acknowledge and agree that this Section 5.11(b) is not intended to impose any obligation on the parties from and after the Closing and shall not modify or otherwise impact in any respect the rights and obligations of the parties under the Transition Services Agreement and the India Transition Services Agreement.

(c)                                  If there shall have occurred any fact or circumstance that constitutes a breach of or inaccuracy in Section 3.7(a) (such fact or circumstance, a “Deficiency”), at any time and from time to time from and after the Closing Date until the six (6) month anniversary of the Closing Date, Purchaser may deliver to TDCC written notice setting forth (i) a reasonably detailed description of such Deficiency, (ii) the impact of such Deficiency on the operations of the Business and (iii) if available, the cost of the impact of such Deficiency.  Upon receipt of such notice of a Deficiency, TDCC shall, and shall cause its Affiliates to, take (at the sole cost and expense of TDCC) all actions necessary or appropriate to remediate the Deficiency and enable Purchaser to operate the Business in all material respects in the manner in which the Business would operate absent such Deficiency, including delivery of such asset or services constituting such Deficiency or a reasonable replacement thereto that remediates such Deficiency in the manner contemplated by this Section 5.11(c).  The parties agree that this Section 5.11(c) is not intended to remediate immaterial impacts to the operation of the Business that may be addressed through de minimis efforts of Purchaser.  If there shall have occurred any fact or circumstance that constitutes a breach of or inaccuracy in Section 3.7(b) (such fact or circumstance, a “Non-Business Liability”), at any time and from time to time from and after the Closing Date until the six (6) month anniversary of the Closing Date, Purchaser may deliver to TDCC written notice setting forth (i) a reasonably detailed description of such Non-Business Liability, (ii) the impact of such Non-Business Liability on the operations of the Business and (iii) if available, the cost of the impact of such Non-Business Liability.  Upon receipt of such

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notice of a Non-Business Liability, TDCC shall, and shall cause its Affiliates to, take (at the sole cost and expense of TDCC) all actions necessary or appropriate to assume and agree to pay and discharge when due such Non-Business Liability.  Purchaser shall reasonably cooperate with TDCC in connection with the performance by TDCC of its obligations pursuant to this Section 5.11(c).

5.12                        Local Transfer Agreements.  As promptly as reasonably practicable after the date hereof, TDCC shall cause the Local Transfer Agreements to be prepared and executed by the applicable parties (provided, however, that any Local Transfer Agreements that do not need to be executed and delivered until Closing in order to give effect to the transactions contemplated thereby as of Closing shall not be executed and delivered in advance).  TDCC and Purchaser agree that such Local Transfer Agreements shall not expand or limit the rights and Liabilities of AgroFresh or TDCC or its Affiliates, on the one hand, and Purchaser or its applicable Affiliates, on the other hand, beyond those provided for in this Agreement, and that the Local Transfer Agreements shall not provide for any additional rights or Liabilities of TDCC or Purchaser or their respective Affiliates that are not provided for in this Agreement or necessary to comply with applicable Law of any applicable foreign jurisdiction.  The Local Transfer Agreements shall be prepared in accordance with this Agreement with only such modifications as may be necessary to comply with applicable Law of any applicable foreign jurisdiction.  In the event of any conflict between the terms of any Local Transfer Agreement and this Agreement, TDCC and Purchaser agree and acknowledge that the terms of this Agreement shall control and that, if necessary, TDCC and Purchaser shall, and shall cause their respective Affiliates to, deliver such additional instruments as may be necessary to accomplish the foregoing.  Before execution of any Local Transfer Agreement, TDCC shall provide Purchaser a reasonable opportunity to review and comment on such Local Transfer Agreement.

5.13                        Intercompany Accounts and Arrangements.  Prior to the Closing, TDCC shall take (or cause one or more of its Affiliates or AgroFresh to take) such actions required to settle, effective as of, or prior to, the Closing Date all intercompany accounts so that there are no intercompany obligations, interest, fees, payables or receivables between AgroFresh, on the one hand, and TDCC or any of its Affiliates, on the other hand (in each case other than as may be contemplated in connection with the Restructuring Transactions).  In the event TDCC is unable to settle all such intercompany accounts prior to the Closing, the parties shall, upon request of TDCC, cooperate in good faith from and after the Closing to equitably settle such accounts.  TDCC shall be entitled to terminate (and cause its Affiliates to terminate), effective upon the Closing, any intercompany Contracts (or portions thereof), services, support and other arrangements, whether written or oral (except for the Related Agreements or the Contracts set forth on Schedule 5.13), between AgroFresh, on the one hand, and TDCC or any of its Affiliates, on the other hand, and from and after the Closing, no further rights or Liabilities of any party shall continue under such terminated Contracts (or portions thereof) or arrangements (in each case other than as may be contemplated in connection with the Restructuring Transactions).  TDCC shall be entitled to terminate (and cause its Affiliates to terminate), effective upon the Closing, the participation of AgroFresh in, or contractual privity of AgroFresh to, any Group Contract and from and after the Closing, no further rights or Liabilities of AgroFresh shall continue under such Group Contract.  Purchaser acknowledges that, from and after the Closing, AgroFresh will no longer be able to participate with TDCC and its Affiliates in Group Contracts

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or any group and volume purchasing arrangements that AgroFresh may have participated in prior to the Closing.

5.14                        Transfer of Registrations.

(a)                                 Transfer of Registrations. As promptly as reasonably practical after the date hereof, TDCC and Purchaser shall cause the documents required to effect the transfer of the Transferred Registrations in each applicable jurisdiction to be prepared and, prior to the Closing, executed (if required) by the applicable Persons.  As promptly as reasonably practical after the Closing Date, Purchaser shall, on behalf of the Asset Transferors (if applicable), submit to the relevant Governmental Authorities those documents required to transfer the Transferred Registrations to Purchaser or its designated Affiliate and Purchaser shall use reasonable best efforts to obtain all such Consents with respect to the Transferred Registrations as promptly as reasonably practicable.  Purchaser shall be responsible for all fees and expenses associated with transferring the Transferred Registrations and all fees and expenses associated with the Transferred Registrations that become due and payable following the Closing, including any out-of-pocket expenses of TDCC or any of its Affiliates.  The parties understand and agree that TDCC’s efforts under this Section 5.14 do not require TDCC or any of its Affiliates to offer or grant financial accommodations or deliver anything of value to any Person or to remain secondarily liable with respect to the Business.

(b)                                 Transfer of Transferred Registration Data. TDCC shall deliver hard copies of the Transferred Registration Data (or in such other method or form as may be agreed upon between the parties hereto) no later than sixty (60) days following the Closing Date.

5.15                        Directors’ and Officers’ Indemnification.

(a)                                 From and after the Closing Date, Purchaser shall, and shall cause its Affiliates to, take such action as is necessary or advisable to provide and ensure that all rights to indemnification and all limitations on Liability existing in favor of any current or former officers, directors, managers or employees of AgroFresh (collectively, the “D&O Indemnitees”) as provided in (i) the organizational documents of AgroFresh in effect on the date of this Agreement or (ii) any agreement providing for indemnification by AgroFresh of any of the D&O Indemnitees in effect on the date of this Agreement, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by AgroFresh after the Closing in accordance with their respective terms.  Each of AgroFresh and Purchaser shall be (x) a full indemnitor of first resort with respect to any threatened, pending or completed claim, inquiry or Proceeding, whether criminal, civil, administrative or investigative, based on or arising out of or relating to the fact that a D&O Indemnitee is or was an officer, director, manager or employee of AgroFresh (a “D&O Indemnifiable Claim”); (y) required to advance the full amount of all reasonable attorneys’ fees, expert fees, arbitrator and mediator fees, and all other reasonable costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to defend to be a witness in or participate in, any D&O Indemnifiable Claim; and (z) liable for the full amount of losses, claims, damages, judgments, fines, penalties and amounts paid in settlement to the extent legally permitted and as required, in each case without regard to

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any rights a D&O Indemnitee may have against TDCC and its Affiliates or any insurer providing insurance coverage under an insurance policy issued to TDCC or its Affiliates.

(b)                                 In the event that Purchaser, any of its Affiliates or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, Purchaser shall make proper provision so that the successors and assigns of Purchaser, any of its Affiliates or any of their respective successors or assigns, as the case may be, shall succeed to the obligations set forth in this Section 5.15.

(c)                                  Effective as of the Closing, Purchaser, for itself and on behalf of its Affiliates, and each of its and their respective successors, heirs and executors (each, a “D&O Releasor”) hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any D&O Releasor has, may have or may assert now or in the future, against any D&O Indemnitee who resigns at the Closing pursuant to Section 5.16 arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act, occurrence or omission of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Closing, in each case in connection with such D&O Indemnitee’s service as an officer, director, manager or employee of AgroFresh.

(d)                                 The obligations of Purchaser under this Section 5.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee to whom this Section 5.15 applies without the express written Consent of such affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitees to whom this Section 5.15 applies shall be third party beneficiaries of this Section 5.15).

5.16                        Resignations.  On or prior to the Closing Date, TDCC shall cause each officer and director of AgroFresh, as shall have been requested by Purchaser at least fifteen (15) Business Days prior to the Closing Date, to tender his or her resignation from such position effective as of the Closing.

5.17                        Proxy Statement; Additional Purchaser Filings; Board Matters.

(a)                                 As promptly as practicable after the execution of this Agreement, Purchaser shall prepare and file with the SEC a proxy statement in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Purchaser relating to a meeting of Purchaser’s stockholders (the “Purchaser Stockholders Meeting”) to be held to consider (i) approval of the AgroFresh Business Combination, (ii) issuance of the Stock Consideration, (iii) the Charter Amendment, (iv) the election to the Purchaser Board of the directors being designated pursuant to Sections 5.17(f) and (g) and (v) any other proposals Purchaser and TDCC deem necessary or desirable to consummate the transactions contemplated by this Agreement.  The Proxy Statement will comply as to form and substance in all material aspects with the applicable requirements of the Exchange Act and the rules and regulations hereunder.  As promptly as practicable after the

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expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, in the event the preliminary Proxy Statement is not reviewed by the SEC, or following receipt of oral or written notification of the completion of the review by the SEC, in the event the preliminary Proxy Statement is reviewed by the SEC (but in any event, within three (3) Business Days), Purchaser shall mail the Proxy Statement to its stockholders.

(b)                                 Prior to filing them with the SEC, Purchaser will make available to TDCC drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and provide TDCC with a reasonable opportunity to comment on such drafts.  Purchaser shall not file any such documents with the SEC without the prior written Consent of TDCC (such Consent not to be unreasonably withheld, conditioned or delayed).  Purchaser will advise TDCC promptly after it receives notice thereof, of the time when the Proxy Statement has been filed, the expiration of any waiting period in Rule 14a-6(a) under the Exchange Act, in the event the preliminary Proxy Statement is not reviewed by the SEC, the completion of any review of the preliminary Proxy Statement by the SEC or when any supplement or amendment has been filed, or the issuance of any stop order, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.  Prior to responding to any such request or comments, Purchaser will make available to TDCC drafts of any such response and provide TDCC with a reasonable opportunity to comment on such drafts.

(c)                                  Purchaser shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement, if at any time prior to the Purchaser Stockholders Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  If, at any time prior to the Closing, any event or circumstance relating to Purchaser or any of its Affiliates, officers or directors should be discovered by Purchaser that should be set forth in an amendment or a supplement to the Proxy Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then Purchaser shall promptly inform TDCC.  If, at any time prior to the Closing, any event or circumstance relating to the Business or AgroFresh or any of its officers or employees should be discovered by TDCC that should be set forth in an amendment or a supplement to the Proxy Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then TDCC shall promptly inform Purchaser.

(d)                                 Purchaser shall make all necessary filings with respect to the transactions contemplated by this Agreement under the Securities Act and the Exchange Act and applicable “blue sky” laws and rules and regulations thereunder.

(e)                                  TDCC agrees to promptly provide Purchaser with all information concerning AgroFresh and the Business, management, operations and financial condition, in each case, required to be included in the Proxy Statement. TDCC shall cause the officers and

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employees of the Business to be reasonably available to Purchaser and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC.

(f)                                   TDCC shall have the right to designate two individuals to be nominated for election to serve as independent Class III directors of the Purchaser Board, and, subject only to such actions not being in violation of the fiduciary duties of members of the Purchaser Board to Purchaser, Purchaser shall nominate such individuals in the Proxy Statement; provided that if Purchaser avoids its obligations under this Section 5.17(f) because it deems such nomination to be in violation of fiduciary duties of members of the Purchaser Board, TDCC shall be entitled to designate an alternative nominee to serve as an independent Class III directors of the Purchaser Board.

(g)                                  TDCC and Purchaser shall mutually agree to designate two individuals to be nominated for election to serve as directors of the Purchaser Board, one Class I director and one Class II director, and, subject only to such actions not being in violation of the fiduciary duties of members of the Purchaser Board to Purchaser, Purchaser shall nominate such individuals in the Proxy Statement; provided that if Purchaser avoids its obligations under this Section 5.17(g) because it deems such nomination to be in violation of fiduciary duties of members of the Purchaser Board, TDCC and Purchaser shall mutually agree to designate an alternative nominee to serve as an independent Class I or Class II director of the Purchaser Board, as applicable.

(h)                                 With respect to the directors being designated pursuant to Sections 5.17(f) and (g) and the Preferred Director, TDCC shall cause such directors to provide to Purchaser all necessary assistance and information related to such directors that is required under Regulation 14A under the Exchange Act to be disclosed in solicitations of proxies or otherwise, including such Person’s written consent to being named in the proxy statement (if applicable) and to serving as a director if elected.

(i)                                     The Purchaser Board, as composed immediately after the Closing, shall have seven (7) directors.

(j)                                    Purchaser shall, at all times on or prior to the Closing, take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the JOBS Act and not take any action that would cause Purchaser to not qualify as an “emerging growth company” within the meaning of the JOBS Act.

5.18                        Purchaser Stockholders Meeting.  Purchaser shall, as promptly as practicable, establish a record date (which date shall be mutually agreed with TDCC) for, duly call, give notice of, convene and hold the Purchaser Stockholders Meeting not more than thirty (30) days after the date of the mailing of the Proxy Statement to the stockholders of Purchaser, solely for the purpose of obtaining the Purchaser Stockholder Approval.  Purchaser shall use its reasonable best effort to obtain the Purchaser Stockholder Approval, including by soliciting proxies as promptly as practicable in accordance with applicable Law for the purpose of seeking the Purchaser Stockholder Approval.  Purchaser shall, through the Purchaser Board, recommend to its stockholders that they vote in favor of (i) the issuance of the Stock Consideration, (ii) the

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Charter Amendment, (iii) the AgroFresh Business Combination and shall include such recommendation in the Proxy Statement, and (iv) all such other proposals the approval of which Purchaser and TDCC deem necessary or desirable to consummate the transactions contemplated by this Agreement (the “Purchaser Board Recommendation”).  The Purchaser Board shall not (and no committee thereof shall) withdraw or modify, or publicly propose to withdraw or modify, the Purchaser Board Recommendation.  Purchaser agrees that its obligation to duly call, give notice of, convene and hold the Purchaser Stockholders Meeting for the purpose of seeking the Purchaser Stockholder Approval shall not be affected by any change of the Purchaser Board Recommendation, and Purchaser agrees to duly call, give notice of, convene and hold the Purchaser Stockholders Meeting and submit for the approval of its stockholders the matters contemplated by Section 5.17(a), regardless of whether or not there shall be any withdrawal or modification of the Purchaser Board Recommendation.

5.19                        Listing of Purchaser Common Stock.  Purchaser will use its reasonable best efforts to cause the shares of Purchaser Common Stock that will be issued at the Closing to be approved for listing on NASDAQ, subject to official notice of issuance, prior to the Closing.

5.20                        Transaction Litigation.  Without limitation of Section 5.3(e), each party hereto shall give the other party the opportunity to participate in the defense, settlement or prosecution of any Proceeding commenced following the date hereof related to this Agreement or the transactions contemplated hereby.  Prior to the Closing Date, no party hereto shall compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any such litigation or consent to the same unless the other party shall have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

5.21                        Financing Efforts.

(a)                                 Prior to the Closing, Purchaser shall comply with the following:

(i)                                     Subject to the terms, conditions and limitations in this Agreement, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Debt Financing described in the Debt Commitment Letter on the terms and conditions (including flex provisions) set forth therein, including using its reasonable best efforts (A) to maintain in effect the Debt Commitment Letter (and any Debt Financing Agreements entered into in connection therewith) until the consummation of the transactions (including the Closing) contemplated hereby, (B) to negotiate and enter into definitive agreements with respect to the Debt Commitment Letter (collectively, the “Debt Financing Agreements”) on the terms and conditions (including the flex provisions) contained in the Debt Commitment Letter and related Fee Letter (or on such other terms acceptable to Purchaser and the Committed Lenders so long as such other terms or conditions (x) do not contain any conditions precedent to the consummation of the Debt Financing less favorable to Purchaser than the Debt Financing Conditions and (y) would not reasonably be expected to materially and adversely impact the ability of Purchaser to timely consummate the Debt

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Financing or the Closing), (C) to satisfy on a timely basis all of the Debt Financing Conditions and any other conditions to funding of the Debt Financing in the Debt Commitment Letter and such Debt Financing Agreements, (D) subject to satisfaction of the Debt Financing Conditions, to consummate the Debt Financing no later than the date on which the Closing is required to occur pursuant to Section 8.1 and (E) to enforce its rights under or with respect to the Debt Commitment Letter and the Debt Financing Agreements, including seeking to cause the Committed Lenders to fulfill their obligations under the Debt Commitment Letter and such Debt Financing Agreements in the event of a breach thereof by the Committed Lenders thereunder; provided, that Purchaser shall not be required to bring any suit or claim against the Committed Lenders.  Purchaser shall consult with and keep TDCC informed in reasonable detail of the status of its efforts to consummate the Debt Financing.  Purchaser shall not enter into any Debt Financing Agreement without TDCC’s prior written consent (which TDCC may withhold, delay or condition in its sole discretion).

(ii)                                  Without the prior written consent of TDCC, Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, any Debt Commitment Letter or any Debt Financing Agreement if such amendment, modification, waiver or replacement would reasonably be expected to (A) delay or prevent the Closing Date, (B) modify the Debt Financing Conditions or create any new condition to the Debt Financing (other than the Debt Financing Conditions) if such modification or creation would reasonably be expected to delay or prevent the Closing Date or make the funding of the entire amount of the Debt Financing (or the satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (C) adversely impact the ability of Purchaser to enforce its rights against other parties to any Debt Commitment Letter or any Debt Financing Agreement prior to the Closing.  Without the prior written consent of TDCC, Purchaser shall not permit any assignment of rights or obligations under any Debt Commitment Letter.  Purchaser shall promptly provide TDCC written notice of any such amendment, modification or assignment relating to a Debt Commitment Letter or any Debt Financing Agreement that does not require consent pursuant to the provisions of this clause (ii).

(iii)                               In the event any portion of the Debt Financing contemplated by the Debt Commitment Letter becomes unavailable on the terms and conditions contemplated (including flex provisions) in the Debt Commitment Letter or on other terms acceptable to Purchaser, Purchaser shall (A) promptly notify TDCC thereof, and (B) unless such actions would cause a breach of its obligations under the Debt Commitment Letter, use its reasonable best efforts to promptly arrange and obtain any such portion from alternative sources (the “Alternative Financing”) on terms not less favorable to Purchaser than those in the Debt Commitment Letter (taking into account flex provisions). Purchaser shall promptly provide a true, correct and complete copy of any Alternative Financing commitment (together with a copy of any related fee letter with only the fee amount redacted) to TDCC, and, to the extent applicable, thereafter (x) any

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reference in this Agreement to the “Debt Financing” shall include the debt financing contemplated by such commitment letters (including fee letters) for the Alternative Financing, (y) any reference in this Agreement to the “Debt Commitment Letter” or the “Committed Lenders” shall be deemed to be the commitment letters (including fee letters) for the Alternative Financing and the lenders or other providers of such Alternative Financing, respectively, and (z) any reference in this Agreement to the Debt Financing Conditions shall include the conditions to the Alternative Financing set forth in the commitment letters (including fee letters) for the Alternative Financing referred to in the prior clause (y).

(b)

(i)                                     Prior to the Closing, TDCC shall use reasonable best efforts to provide to Purchaser, and TDCC shall cause each of its Affiliates and AgroFresh to use its reasonable best efforts to provide, and shall use its reasonable best efforts to cause its Representatives, including legal and accounting (in each case, with appropriate seniority and expertise), to provide such cooperation as reasonably requested by Purchaser that is customary in connection with arranging and obtaining the Debt Financing as contemplated by the Debt Commitment.  Notwithstanding the foregoing, nothing in this clause (i) shall require TDCC, AgroFresh or any of their respective Affiliates to (A) provide any cooperation to the extent it would interfere unreasonably with the business or operations of TDCC, AgroFresh or any of their respective Affiliates, (B) pay any commitment or similar fee in connection with such financing, (C) enter into any agreement, document or instrument in connection with such financing, (D) provide any cooperation, or take any action, that, in the reasonable judgment of TDCC, could cause TDCC, AgroFresh or any of their respective Affiliates to incur any actual or potential liability, (E) provide any cooperation, or take any action, that, in the reasonable judgment of TDCC, would result in a violation of any confidentiality arrangement or material agreement or the loss of any attorney-client or other similar privilege, (F) make any representation or warranty in connection with such debt financing or the marketing or arrangement thereof, (G) prepare or deliver any financial statements or other financial information other than any such financial statements or other financial information to the extent required to be delivered by TDCC under Section 5.17(e), (H) provide any cooperation, or take any action, that would cause any representation or warranty in this Agreement to be breached or any condition to Closing set forth in this Agreement to fail to be satisfied, or (I) provide any cooperation, or take any action, following the Closing.  The parties hereto acknowledge and agree that the condition set forth in Section 7.2(b), as it applies to TDCC’s obligations under this clause (i) shall be deemed satisfied unless TDCC knowingly and intentionally materially breaches its obligations under this clause (i).

(ii)                                  Purchaser shall indemnify and hold harmless each of the TDCC Indemnified Parties from and against any and all Losses suffered or incurred by any of them to any Committed Lender in connection with any of their cooperation

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or assistance with respect to the Debt Financing or the provision of any information utilized in connection therewith or otherwise arising from the Debt Financing.  Purchaser shall from time to time, promptly upon request by TDCC, reimburse TDCC and its Affiliates and each of their respective officers, directors, employees, representatives or agents for any and all reasonable, documented out-of-pocket fees, costs or expenses (including reasonable fees, costs and expenses of counsel, accountants and other advisors) incurred by any of them in connection with any of their cooperation or assistance with respect to the Debt Financing or the provision of any information utilized in connection therewith or otherwise arising from the Debt Financing.  Purchaser hereby covenants and agrees that all rating agency presentations, bank information memoranda, “bank books”, offering memoranda, private placement memoranda, offering documents, lender presentations or any other marketing or similar documents prepared in connection with the Debt Financing shall contain disclosures and disclaimers exculpating TDCC and its Affiliates with respect to any liability related to the contents or use thereof by the recipients thereof.

5.22                        Exclusivity.  During the period beginning on the date of this Agreement and continuing until the earlier of (x) the termination of this Agreement in accordance with Article IX and (y) the Closing Date, Purchaser shall not, and shall cause its Affiliates and their respective Representatives not to, directly or indirectly: (i) solicit, commence, initiate, renew or facilitate, induce or encourage any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to a Business Combination Proposal, (ii) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Business Combination or (iii) commence, continue or renew any due diligence investigation regarding any Business Combination. Purchaser shall and shall cause each of its Affiliates and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Business Combination Proposal.  Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.22 by any of Purchaser or its Affiliates or their respective Representatives shall be deemed to be a breach of this Section 5.22 by Purchaser.

5.23                        Purchaser Affiliate Agreements.  At or before the Closing, Purchaser shall cause the Purchaser Affiliate Agreements to be amended, terminated or otherwise modified in accordance with Schedule 5.23 and, if terminated, to be of no further force or effect from and after the Closing, with no further Liability of Purchaser thereunder.

5.24                        Trust Account.  As of the Closing, the obligations of Purchaser to dissolve or liquidate within a specified time period as contained in the Purchaser Charter will be terminated and Purchaser shall have no obligation whatsoever to dissolve and liquidate the assets of Purchaser by reason of the consummation of the AgroFresh Business Combination, and no Purchaser stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder previously validly elected to redeem his, her or its shares of Purchaser Common Stock pursuant to the Purchaser Charter (and in accordance with the mechanics for such redemption set forth in the Proxy Statement).  Upon satisfaction or waiver of

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the conditions set forth in Article VII and notice thereof to the Trustee (which such notice Purchaser shall provide to the Trustee in accordance with the terms of the Trust Agreement), (a) in accordance with and pursuant to the Trust Agreement, at the Closing, Purchaser shall (i) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) cause the Trustee to, and the Trustee shall thereupon be obligated to pay (A) as and when due all amounts payable to stockholders of Purchaser holding shares of Purchaser Common Stock sold in Purchaser’s initial public offering who shall have previously validly elected to redeem their shares of Purchaser Common Stock pursuant to the Purchaser Charter (and, in accordance with the mechanics for such redemption set forth in the Proxy Statement), and (B) immediately thereafter all remaining amounts then available in the Trust Account in accordance with this Agreement and (b) thereafter, the Trust Account shall terminate.

5.25                        Specified Retained Matter.  Each of TDCC and Purchaser agrees to (a) cooperate and consult with the other regarding seeking and obtaining the full recovery for any Losses incurred or suffered by TDCC or any of its Affiliates with respect to the Specified Retained Matter under any applicable insurance policy, including with respect to making all notifications and filings with the relevant insurance provider, (b) furnish to the other such information and assistance as the other may reasonably request in connection with seeking full recovery for such Losses under any insurance policy, and (c) keep the other apprised of the status of any claims made for such Losses under any insurance policy.  Purchaser agrees to promptly deliver or cause to be delivered to TDCC any insurance proceeds received from unaffiliated third parties by Purchaser or any of its Affiliates with respect to such Losses.

5.26                        Transaction Expenses.  Not less than three (3) Business Days before the Closing, Purchaser shall deliver its good faith estimate of its Transaction Expenses.  If TDCC reasonably anticipates that the Deficit Amount, if any, will exceed fifty-five million Dollars ($55,000,000) at the Closing, Purchaser agrees to use its reasonable best efforts to restructure payment of its Transaction Expenses (other than commitment, arrangement, upfront and other fees or amounts that are due and payable by Purchaser in connection with the Debt Financing) such that, to the maximum extent possible, such Transaction Expenses will be paid after the Closing or in non-cash consideration, provided that TDCC shall have the right to approve any such restructuring of Transaction Expenses.  Any reduction in the cash amount of Transaction Expenses of Purchaser payable at Closing that is effectuated through performance of Purchaser’s obligations under this Section 5.26 shall be deemed to reduce the amount of Permitted Transaction Expenses.

5.27                        Purchaser Charter; Auditors.  Before the Closing, the parties agree to cooperate in good faith to (a) revise the form of Purchaser Charter set forth on Exhibit I to provide that TDCC shall have the right to elect, by written notice to Purchaser, to convert all or any portion of its Purchaser Common Stock into Equity Interests of Purchaser, the terms of which shall be identical in all respects to the Purchaser Common Stock except that, only for so long as such Equity Interests are held by TDCC or its Subsidiaries, such Equity Interests shall have no right to vote on any matter on which holders of Purchaser Common Stock are entitled to vote under the Purchaser Charter; and (b) mutually agree on the selection of an independent certified public accountant to serve as the auditor of Purchaser in accordance with Section 12(c)(i) of the Investor Rights Agreement.

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ARTICLE VI
EMPLOYEES AND EMPLOYEE BENEFITS

6.1                               US Employees and Offers of Employment.

(a)                                 Schedule 6.1(a) sets forth a preliminary list of the titles and locations of (x) individuals employed by AgroFresh (the “US AgroFresh Employees”) and (y) individuals who are employed by TDCC and its Affiliates in the United States in connection with the Business and who have been identified by TDCC as being in-scope with respect to the transactions contemplated by this Agreement (the “US TDCC Employees” and, together with the US AgroFresh Employees, the “US Employees”).  Notwithstanding anything contained in Section 11.16 to the contrary, TDCC may update Schedule 6.1(a) prior to the Closing Date to provide the names of each US Employee and to reflect changes, if any, on account of: (i) new hires added in the ordinary course of business prior to the Closing Date; (ii) attrition among the US Employees prior to the Closing Date; (iii) non-material changes intended to correct good faith errors or omissions by TDCC in determining which US TDCC Employees are in-scope for the transactions contemplated by this Agreement; (iv) any US TDCC Employees who reject an offer of employment; and (v) other changes agreed to between the parties hereto.  TDCC shall provide to Purchaser a final version of Schedule 6.1(a) on the Closing Date setting forth all of the US Employees.

(b)                                 The parties hereto acknowledge and agree that the employment of the US AgroFresh Employees by AgroFresh shall not be terminated by reason of the transactions contemplated by this Agreement and the US AgroFresh Employees shall, by operation of law, remain employed by AgroFresh immediately after the Closing.  As soon as reasonably practicable, but in no event later than two (2) weeks prior to the Closing Date (unless otherwise required earlier by applicable Law), Purchaser shall (x) with respect to the US TDCC Employees, offer employment in writing, effective as of the Closing, to each US TDCC Employee and (y) with respect to the US AgroFresh Employees, notify the US AgroFresh Employees in writing of their continuing employment, which offers of employment and notices of continuing employment shall: (i) advise the US Employee of the terms and conditions of such US Employee’s position with Purchaser, which position shall be comparable to the position held, with respect to both job level and duties, by such US Employee immediately prior to the Closing Date; (ii) state, among other things, an annual base salary and annual incentive compensation opportunity during at least the first twenty-four (24) months following the Closing that shall be not less than that provided by TDCC or one of its Affiliates, to the extent applicable, to the US Employee immediately prior to the Closing Date; (iii) include a summary of benefits to be provided to such US Employee, which benefits, during the first twenty-four (24) months following the Closing, shall be substantially comparable in value, when taken as a whole, to those to which such US Employee was entitled prior to the Closing; provided that Purchaser shall not have any obligation to provide such U.S. Employees with any defined benefit pension plan or similar defined benefit arrangement (it being understood that the value of any such defined benefit pension or similar arrangement provided by TDCC and its Affiliates shall be taken into account for purposes of determining comparable value); and (iv) not require a Geographic Relocation of the US Employee.  Each such individual who accepts Purchaser’s offer of employment shall become an employee of Purchaser (or its designated Affiliate) as of or (in the case of a US Employee covered by the Seconding Agreement for a secondment period)

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after the Closing and, together with the US AgroFresh Employees, shall be referred to herein as “Transferred US Employees”.  Purchaser shall not, and shall cause its Affiliates and any successor to the Business not to, reduce the annual base salary or annual incentive compensation or benefits of any Transferred US Employee for a period of twenty-four (24) months after the Closing Date.  Notwithstanding anything in this Section 6.1(b) to the contrary, for purposes of satisfying the comparability requirements of this Section 6.1(b), such comparability may be made on an aggregate basis for the Transferred US Employees as a whole and not individually for each Transferred US Employee.

(c)                                  Except for earned or accrued but unused vacation benefits (and the related financial Liability), which are assumed by Purchaser pursuant to Section 6.1(d), TDCC and its Affiliates shall pay to the Transferred US Employees all compensation, bonuses and incentive payments earned by the Transferred US Employees through the Closing Date (or, in the case of a Transferred US Employee who is a Seconded Employee, through the expiration of such Employee’s secondment period) in accordance with the terms and conditions (including within the timing and form specified for payment therefor) of each TDCC Benefit Plan.

(d)                                 Except where otherwise required by applicable Law, Purchaser shall, effective as of the Closing, assume all Liability for all earned or accrued but unused vacation benefits of the Transferred US Employees, which current unused vacation benefits for each Transferred US Employee shall be identified by TDCC within thirty (30) days after the Closing Date in the form of Schedule 6.1(d), and TDCC and its Affiliates shall be relieved of all Liabilities for such benefits.  Where required by applicable Law, TDCC and its Affiliates shall pay out all earned or accrued but unused vacation benefits to the Transferred US Employees as soon as administratively practicable following the Closing Date (irrespective of the fact that such Transferred US Employees will not be employed by TDCC or its Affiliates after the Closing Date).  Purchaser shall permit such Transferred US Employees who receive payment of their earned or accrued but unused vacation benefits to take vacations after the Closing that were scheduled before the Closing; provided, however, that all or a portion of any such scheduled vacation may be on an unpaid basis if and to the extent such vacation or portion thereof is attributable to the unused accrued vacation benefits paid by TDCC and its Affiliates in accordance with this Section 6.1(d).  Purchaser shall permit each Transferred US Employee, during the balance of the calendar year during which the Closing occurs, (i) to accrue additional vacation days, if any, to which the Transferred US Employee would be entitled for such calendar year under the vacation policy of AgroFresh or TDCC and its Affiliates covering such Transferred US Employee immediately prior to the Closing at the rate applicable to such Transferred US Employee under such vacation policy and (ii) to take vacation days for the amounts of unused vacation assumed by Purchaser with respect to each such Transferred US Employee and for the amounts of any vacation days accrued during the balance of the calendar year during which the Closing occurs to the extent any such Transferred US Employee could take vacation days under the vacation policy of TDCC and its Affiliates covering such Transferred US Employee immediately prior to the Closing.  For the calendar year following that in which the Closing occurs and each year thereafter, the Transferred US Employees shall, as applicable, receive vacation benefits under the terms of the vacation benefit policies of Purchaser applicable to similarly situated employees of Purchaser and its Affiliates, in the case of each such calendar year, after giving pre-Closing service credit for each Transferred US Employee as provided in Section 6.1(g) below.  With respect to each Transferred US Employee who is a

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Seconded Employee, the provisions of this Section 6.1(d) shall apply as of the expiration of such Employee’s secondment period.

(e)                                  Except as otherwise expressly provided to the contrary in this Article VI, TDCC or its designated Affiliate shall retain all Liabilities in respect of benefits earned and accrued as of the Closing Date by Transferred US Employees (or through the expiration of the Transferred US Employee’s secondment period if such Employee is a Seconded Employee) under the TDCC Benefit Plans, and neither Purchaser nor any of its Affiliates shall have any Liability with respect thereto.  TDCC or its designated Affiliates will retain all assets and Liabilities related to the TDCC Benefit Plans except with respect to the earned and accrued but unused vacation assumed by Purchaser, severance, and rollovers, and except as otherwise required by applicable Law.

(f)                                   Except as otherwise expressly provided to the contrary in this Article VI, TDCC and its Affiliates shall retain, bear and discharge all Liabilities for claims of Transferred US Employees incurred prior to the Closing Date (or prior to the expiration of the Transferred US Employee’s secondment period if such Employee is a Seconded Employee) under the TDCC Benefit Plans, and Purchaser and its Affiliates shall, in the ordinary course of business and in a manner consistent with past practice (including with respect to the timing of any payments), bear and discharge all Liabilities for claims of Transferred US Employees incurred on and after the Closing Date (or, in the case of a Transferred US Employee who is a Seconded Employee, claims that are incurred from and after the expiration of such Employee’s secondment period) under the Purchaser Benefit Plans.  For purposes of this Section 6.1(f), a claim will be deemed “incurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance and sickness/accident/disability programs) or on the date that treatment or services are provided (for purposes of health care programs).

(g)                                  Effective on the Closing Date at the applicable time provided in Section 8.1, and for the twenty-four (24) month period following the Closing Date, Purchaser and its Affiliates shall provide the Transferred US Employees with employee benefits that satisfy the requirements of this Article VI.  Purchaser agrees that Transferred US Employees shall be eligible immediately to commence participation in the Purchaser Benefit Plans without regard to any eligibility period, waiting period, elimination period, evidence of insurability requirements or pre-existing condition limitations.  Purchaser further agrees that the Transferred US Employees shall be eligible to participate in any future benefit plans adopted or maintained by Purchaser or its Affiliates in which other similarly situated employees of Purchaser or its Affiliates are eligible to participate.  Purchaser and its Affiliates will recognize all service of the Transferred US Employees with TDCC or any of its Affiliates or AgroFresh and with any predecessor employer (to the extent such predecessor employer service was taken into account under the applicable TDCC Benefit Plans) for all purposes (including for purposes of vesting, eligibility to participate and receive benefits, benefit forms, premium subsidies or credits, early retirement and waiver of any reduction factors, and benefit calculations and accruals) under those existing, newly established and future Purchaser Benefit Plans (including plans providing for retiree medical benefits and other retiree benefits) in which the Transferred US Employees are eligible to participate or are enrolled by Purchaser or its Affiliates at any time on or after the Closing Date; provided, however, that notwithstanding the foregoing, Purchaser shall not be required to recognize such service for purposes of benefit accruals under the defined benefit

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pension plans of Purchaser and its Affiliates covering the Transferred US Employees.  With respect to the Transferred US Employees, Purchaser and its Affiliates further agree to waive deductible and out-of-pocket requirements under the Purchaser Benefit Plans that provide group health benefits and otherwise to give credit under the applicable Purchaser Benefit Plans for amounts paid under a corresponding TDCC Benefit Plan that provides group health benefits, as though such amounts had been paid in accordance with the terms and conditions of the applicable Purchaser Benefit Plans; provided, however, and only to the extent that, each Transferred US Employee (and his or her dependents and beneficiaries, as applicable) provides appropriate written Consent for disclosure to Purchaser or Purchaser Benefit Plans upon their request of any information reasonably necessary for Purchaser and the applicable Purchaser Benefit Plans to implement such waiver and credit.  Purchaser further agrees to cause any group term life insurance plan maintained by Purchaser or its Affiliates to waive any medical certification for such Transferred US Employee up to the amount of coverage the Transferred US Employee had under the applicable life insurance plan of TDCC or its Affiliates or AgroFresh (but subject to any limits on the maximum amount of coverage under the life insurance plans of Purchaser and its Affiliates).

(h)

(i)                                     As soon as practicable after the Closing Date, and to the extent permitted by applicable Law, Purchaser shall, for the Transferred US Employees, establish or designate one or more Purchaser Benefit Plans that are defined contribution plans for the benefit of the Transferred US Employees (the “Successor Savings Plan”), and take all necessary action to cause the Successor Savings Plan to be tax-qualified under the applicable provisions of the Code (to the extent the Successor Savings Plan is not so tax-qualified), and make any and all filings and submissions to the appropriate Governmental Authorities required to be made by Purchaser with respect to the establishment or designation of such Successor Savings Plan.  Purchaser shall take all actions necessary to allow the Transferred US Employees to make eligible rollover contributions to the Successor Savings Plan of their account balances under the savings plans of AgroFresh or TDCC and its Affiliates as soon as practicable following the Closing.

(ii)                                  As of the Closing Date (or, in the case of a Transferred US Employee who is a Seconded Employee, upon the expiration of such Employee’s secondment period), the Transferred US Employees shall no longer be active participants in the TDCC Benefit Plans.  Those Transferred US Employees who are vested under the terms of The Rohm and ▇▇▇▇ Company Retirement Plan and the Dow Employees’ Pension Plan shall have the same benefit options as normal terminees under such applicable plan.  No pension plan assets or Liabilities will be transferred to Purchaser or its Affiliates other than as required by applicable Law; rather, all such assets and Liabilities shall be retained by the applicable TDCC Benefit Plan sponsored by TDCC or an Affiliate of TDCC other than as required by applicable Law.

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(i)                                     Nothing contained in this Agreement shall confer upon any Transferred US Employee any right to continued employment with Purchaser or its Affiliates, nor shall anything herein interfere with the right of Purchaser or its Affiliates to relocate or terminate the employment of any of the Transferred US Employees at any time after the Closing Date.  Purchaser shall bear the cost and expense of the termination of the employment of any Transferred US Employee on and after the Closing Date.  Purchaser and its Affiliates shall, for each Transferred US Employee who, within twenty-four (24) months following the Closing Date, (i) is involuntarily terminated by Purchaser or any of its Affiliates without Good Cause, (ii) has his or her compensation or benefits reduced other than a reduction by reason of a circumstance that constitutes Good Cause, and such Transferred US Employee elects to terminate his or her employment with Purchaser or its Affiliates, (iii) has a diminution in his or her position, title, job responsibilities or level of authority or (iv) elects to terminate his or her employment with Purchaser or its Affiliates following a requirement that such Transferred US Employee take an alternative position that requires a Geographic Relocation (or otherwise requires such Transferred US Employee to undergo a Geographic Relocation), provide severance and other separation benefits to each such Transferred US Employee that are at least equal to the greater of (A) the severance and other separation benefits such Transferred US Employee would have received under the terms of the applicable severance plan of TDCC or its Affiliates or AgroFresh as of immediately prior to the Closing and (B) the severance and other separation benefits such Transferred US Employee would receive under the terms of the applicable severance plan of Purchaser or its Affiliates as of the time of such termination; provided, however, that in no event shall any such Transferred US Employee receive less than four (4) calendar weeks of severance and other separation benefits.  Purchaser shall bear all Liability for any claims of any Transferred US Employee arising out of the employment or termination of such Transferred US Employee by Purchaser or any of its Affiliates.

Except as expressly set forth herein or as provided to the contrary by applicable local Law, Purchaser shall be responsible for all Liabilities in respect of benefits accrued on and after the Closing Date by Transferred US Employees under the Purchaser Benefit Plans, and neither TDCC nor any of its Affiliates shall have any Liability with respect thereto.  Purchaser and its Affiliates shall take all steps necessary to cause all Purchaser Benefit Plans to fulfill the Liabilities agreed to by Purchaser under this Article VI.

(j)                                    WARN Act.     Purchaser and its Affiliates agree to assume full responsibility for compliance with any “plant closing” or “mass layoff” as defined in the Worker Adjustment and Retraining Notification Act and any similar state or local Law, including notices, if any, which may be required as a result of any employment losses caused by the transaction or by reason of any events occurring on or after the Closing Date in relation to any of the Transferred US Employees.

6.2                               Remaining Employees.

(a)                                 Schedule 6.2(a) sets forth a preliminary list of the titles and locations of individuals who are employed by TDCC and its Affiliates outside of the United States in connection with the Business (other than the Affected French Business Employees) and who have been identified by TDCC as being in-scope with respect to the transactions contemplated by this Agreement (the “Remaining Employees”).  Notwithstanding anything contained in Section

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11.16 to the contrary and subject to applicable Law, TDCC may update Schedule 6.2(a) prior to the Closing Date to provide the names of each Remaining Employee and to reflect changes, if any, on account of: (i) new hires added, and separations occurring, in the ordinary course of business prior to the Closing Date; (ii) attrition among the Remaining Employees prior to the Closing Date; (iii) non-material changes intended to correct good faith errors or omissions by TDCC in determining which Remaining Employees are in-scope for the transactions contemplated by this Agreement; (iv) any Remaining Employees who reject an offer of employment from Purchaser or its designated Affiliates; (v) changes that in the sole discretion of TDCC are necessary for completion of the Restructuring Transactions; and (vi) other changes agreed to between the parties hereto.  TDCC shall provide to Purchaser a final version of Schedule 6.2(a) on the Closing Date setting forth all of the Remaining Employees.

(b)                                 The parties hereto agree to use their commercially reasonable efforts to ensure that the Remaining Employees are transferred to Purchaser or its designated Affiliates with effect from the Closing Date, whether the transfer is: (a) implemented through the operation of applicable Law; (b) through the process of Purchaser’s offering to employ, effective as of and from the Closing Date, the Remaining Employees; or (c) by any other applicable means.  In the event that the parties hereto are not able to provide for a Remaining Employee to transfer to Purchaser or a designated Affiliate of Purchaser with effect from the Closing Date, then TDCC and its Affiliates shall use commercially reasonable efforts to cause such Remaining Employee to remain an employee of TDCC and its Affiliates for a transition period not to exceed six (6) months following the Closing Date and to be available to Purchaser and its Affiliates for the performance of services during such transition period pursuant to the terms of the Transition Services Agreement.  Each Remaining Employee who is or becomes an employee of Purchaser or any of its Affiliates as of or (in the case of a Remaining Employee covered by the Transition Services Agreement for a transition period or a Remaining Employee covered by the Seconding Agreement for a secondment period) after the Closing shall be referred to herein as a “Transferred Remaining Employee”.  Except where otherwise required by applicable Law, (i) Purchaser shall, or shall cause its Affiliates to, effective as of or (in the case of a Remaining Employee covered by the Transition Services Agreement for a transition period or a Remaining Employee covered by the Seconding Agreement for a secondment period) after the Closing, assume all Liability for all earned or accrued but unused vacation benefits of the Transferred Remaining Employees and TDCC and its Affiliates shall be relieved of all Liabilities for such benefits and (ii) Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to ensure that, during the twenty-four (24) month period following the Closing Date, the Transferred Remaining Employees receive protections with respect to terms and conditions of employment and base salary and bonus opportunities that are no less favorable to such Transferred Remaining Employees than those provided immediately prior to the Closing and benefits to such Transferred Remaining Employees that are substantially comparable in value, when taken as a whole, to the benefits provided under the TDCC Benefit Plans in which such Transferred Remaining Employees participated immediately prior to the Closing; provided, however, that such comparability may be made on an aggregate basis for the Transferred Remaining Employees as a whole and not individually for each Transferred Remaining Employee.  The current accrued but unused vacation benefits for each Transferred Remaining Employee shall be identified by TDCC within thirty (30) days after the Closing Date in the form of Schedule 6.2(b).

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6.3                               French Employees.  Immediately upon a Put Option Exercise Event, this Section 6.3 shall apply to the Affected French Business Employees without any further action by the parties hereto or their respective Affiliates; provided, that, for the avoidance of doubt, until and unless a Put Option Exercise Event occurs, no Affected French Business Employees shall be deemed to be Transferred French Employees.  Schedule 6.3(a) sets forth a preliminary list of the titles and locations of the Affected French Business Employees as of the date hereof.  TDCC shall provide to Purchaser a final version of Schedule 6.3(a) on the Closing Date setting forth all of the Affected French Business Employees.  With respect to the Affected French Business Employees to be listed in Schedule 6.3(a), the parties hereto acknowledge and agree that after the occurrence of a Put Option Exercise Event, the subsequent transfer of the French Assets pursuant to the French Transfer Agreement shall constitute transfers of the undertakings pursuant to Article L.1224-1 of the French Labor Code and that the parties hereto shall, and shall cause their applicable Affiliates to, comply with the applicable requirements of Article L.1224-1 of the French Labor Code.

(a)                                 The following additional defined terms apply to this Section 6.3:

(i)                                     “Affected French Business Employees” means those employees of TDCC or its Affiliates in France who are primarily devoted to the Business and to whom Article L.1224-1 of the French Labor Code applies.

(ii)                                  “Protected French Business Employees” means those Affected French Business Employees whose transfer to Purchaser or an Affiliate of Purchaser is subject to the prior authorization of the French labor inspector.

(iii)                               “Transferred French Employees” means, subject to the occurrence of a Put Option Exercise Event and completion of the transactions contemplated by the Put Option Agreement, including the Consultation Proceeding (as defined in the Put Option Agreement)  and any required prior authorization by the French labor inspector with respect to any Protected French Business Employee, those Affected French Business Employees who are or become employees of Purchaser as of the consummation of the transfer of French Assets pursuant to the French Asset Transfer Agreement, all in accordance with the Put Option Agreement, French Asset Transfer Agreement and applicable provisions of the French Labor Code.  The date on which an Affected French Business Employee transfers to Purchaser or its designated Affiliate shall be referred to herein as a “French Employee Transfer Date.”

(b)                                 The parties hereto acknowledge that the Affected French Business Employees include one (1) Protected French Business Employee, who will be separately designated on the updated Schedule 6.3(a), whose transfer to Purchaser or an Affiliate of Purchaser is subject to the prior authorization of the French labor inspector.  TDCC will request (or will cause to be requested) the authorization of the labor inspector to transfer the Protected French Business Employee in accordance with the provisions of the French Labor Code.  The parties hereto acknowledge and agree that the transfer of the employment Contract(s) of the Protected French Business Employee to Purchaser or an Affiliate of Purchaser will only be effective as from the date on which the authorization of the labor inspector is obtained.  TDCC

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will use reasonable efforts to obtain the authorization of the French labor inspector to transfer the Protected French Business Employee.  TDCC agrees to inform Purchaser of the receipt of such authorization.  Notwithstanding anything in Section 6.3(a)(iii) to the contrary, if the French labor inspector’s authorization is obtained after the French Employee Transfer Date of the Affected French Business Employees who are not Protected French Business Employees, the Protected French Business Employee shall become a Transferred French Employee effective as from the date on which the authorization is obtained and such date shall be the French Employee Transfer Date with respect to the Protected French Business Employee. If the French labor inspector refuses the transfer of the Protected French Business Employee, the parties hereto agree that the Protected French Business Employee will not transfer employment to Purchaser or any of its Affiliates and neither TDCC nor Purchaser nor any Affiliate of Purchaser shall be entitled to indemnification from any other party hereto with respect to such Protected French Business Employee.

(c)                                  The parties hereto acknowledge and agree that any unilateral undertaking and custom applicable to Affected French Business Employees, as listed on Schedule 6.3(a), shall continue to apply collectively to the Transferred French Employees after the Closing Date, to the extent such unilateral undertaking and custom are applicable to the Transferred French Employees immediately prior to the Closing Date.

(d)                                 The parties hereto acknowledge and agree that the mandatory profit sharing scheme applicable to the Affected French Business Employees prior to the French Employee Transfer Date(s) (Accord de participation de groupe dérogatoire) shall no longer be applicable to an Affected French Business Employee after such Affected French Business Employee’s French Employee Transfer Date, and Purchaser and its Affiliates shall implement a new scheme, in accordance with the requirements of Section L.3323-8 of the French Labor Code.

(e)                                  Notwithstanding anything in this Article VI to the contrary, the transfer of the Affected French Business Employees and Protected French Business Employee to Purchaser or any of its Affiliates shall result in the transfer of all rights, duties, Liabilities related to such Affected French Business Employees to Purchaser and its Affiliates.  Accordingly, Purchaser and its Affiliates shall, as of the French Employee Transfer Date(s), be fully responsible for, and bear all costs in relation to, all Liabilities related to the Transferred French Employees, including any salaries or other costs, paid holidays, thirteenth-month pay, time saving accounts, bonus, pension Liabilities, Taxes and social security charges.

(f)                                   Subject to applicable Law, Purchaser shall, and shall cause its Affiliates to, ensure that the Transferred French Employees receive protections with respect to terms and conditions of employment and compensation and benefits that are no less favorable to such Transferred French Employees than those provided to the Transferred French Employees by TDCC or one of its Affiliates prior to the French Employee Transfer Date(s).  The current unused vacation benefits for each Transferred French Employee shall be identified by TDCC within thirty (30) days after the French Employee Transfer Date(s) in the form of Schedule 6.3(f).

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6.4                               Seconded Employees.  Notwithstanding anything in this Agreement to the contrary, the US Employees and Remaining Employees identified on Schedule 6.4 (each, a “Seconded Employee” and collectively, the “Seconded Employees”), which Schedule 6.4 shall be provided by TDCC to Purchaser after the date of this Agreement but prior to the Closing Date, who otherwise would become Transferred Employees as of the Closing Date shall instead be seconded to Purchaser or an Affiliate of Purchaser in accordance with the terms of an applicable seconding agreement, substantially in the form attached hereto as Exhibit G (the “Seconding Agreement”), with such secondments to be effective from the Closing Date up to and including the respective dates set forth in the Seconding Agreement; provided, however, that no secondment period under the Seconding Agreement shall exceed six (6) full calendar months after the Closing Date.  TDCC expects the number of Seconded Employees to be ten (10) or fewer US Employees and Remaining Employees in the aggregate.  Effective upon the expiration of the Seconded Employee’s secondment period, such Seconded Employee shall transfer to Purchaser or a designated Affiliate of Purchaser in accordance with the provisions of Section 6.1(b) (in the case of Seconded Employees who are US Employees) or Section 6.2(b) (in the case of Seconded Employees who are Remaining Employees) and each such Seconded Employee who becomes an employee of Purchaser or any of its Affiliates after the Closing shall be a Transferred Employee as of the expiration of the Seconded Employee’s secondment period, and any obligations of Purchaser and its Affiliates hereunder with respect to any such Seconded Employee shall not commence until such Seconded Employee becomes a Transferred Employee.

6.5                               Employee Matters Indemnity.  Purchaser and its Affiliates shall indemnify and hold harmless TDCC and its Affiliates, and each of their respective officers, directors and employees, from all costs, expenses or other damages that may result in respect of claims made by any Employee or Transferred Employee, as applicable, for (a) severance or other separation benefits arising out of or in connection with Purchaser’s or its Affiliates’ employment of, Purchaser’s or its Affiliates’ failure to provide notice of employment or an offer of employment to, or Purchaser’s or its Affiliates’ termination of employment of, any Transferred Employee not in accordance with the terms of this Agreement or the provisions of applicable Law and (b) any failure of Purchaser or its Affiliates to discharge their respective obligations under this Article VI.

6.6                               Workers’ Compensation.  Except as otherwise provided under an applicable workers’ compensation insurance policy or fund or as otherwise determined by an applicable Governmental Authority with respect to workers’ compensation, TDCC and its Affiliates shall be responsible for all workers’ compensation claims by any Employee arising out of any injuries and diseases incurred, sustained, or resulting from work-related exposures or conditions prior to the Closing Date (regardless of whether the claim related thereto is filed after the Closing).  Purchaser shall be responsible for all workers’ compensation claims by any of the Transferred Employees arising out of any injuries and diseases incurred, sustained, or resulting from work-related exposures or conditions on or after the Closing, including any compensable acceleration or aggravation occurring on or after the Closing Date of any pre-Closing illness or injuries.  For purposes of this Section 6.6, references to the “Closing” and the “Closing Date” mean (a) with respect to each Transferred French Employee, the applicable “French Employee Transfer Date” in each case, (b) with respect to each Remaining Employee covered by the Transition Services Agreement for a transition period, the applicable date as of which the Remaining Employee becomes a Transferred Remaining Employee, and (c) and with respect to each Transferred

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Employee who was a Seconded Employee, the applicable date as of which the Employee’s secondment period expired.

6.7                               Payment of Obligations.  TDCC and its Affiliates shall pay to the Transferred Remaining Employees and the Transferred French Employees all compensation, bonuses and incentive payments earned by the Transferred Remaining Employees and Transferred French Employees through the Closing Date (or through the expiration of the employee’s secondment period in the case of Transferred Remaining Employees who are Seconded Employees or through the applicable French Employee Transfer Date(s) with respect to the Transferred French Employees or through the end of the applicable transition period in the case of Transferred Remaining Employees who are covered by the Transition Services Agreement for a transition period) in accordance with the terms and conditions (including within the timing and form specified for payment therefor) of each TDCC Benefit Plan.

ARTICLE VII
CONDITIONS TO CLOSING

7.1                               Conditions to Each Party’s Obligations.  The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date:

(a)                                 All Consents, approvals or filings specified on Schedule 7.1(a) shall have been obtained or made, as applicable, from or with the applicable Governmental Authorities.

(b)                                 No Governmental Authority of competent jurisdiction shall have entered any injunction, order, restraint or prohibition that prohibits the consummation of the transactions contemplated by this Agreement and that continues to be in effect.

(c)                                  Purchaser Stockholder Approval shall have been duly obtained.

7.2                               Additional Conditions to Obligations of Purchaser.  The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following additional conditions as of the Closing Date:

(a)                                 The representations and warranties of TDCC contained in Article III shall be accurate in all material respects on and as of the Closing Date with the same force and effect as though made by TDCC on and as of the Closing Date (or, in the case of any representation or warranty that addresses matters only as of particular date, on and as of such date only).  Notwithstanding the foregoing, if one or more of such representations or warranties contained herein are not accurate in all material respects on and as of any such date, the condition in this Section 7.2(a) shall nevertheless be deemed satisfied unless the inaccuracy of such representations or warranties would reasonably be expected to have a Business Material Adverse Effect.

(b)                                 TDCC shall have performed and complied in all material respects with all covenants and obligations required to be performed and complied with by TDCC under this Agreement on or prior to the Closing Date.

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(c)                                  Purchaser shall have received from TDCC each delivery required pursuant to Section 8.2.

7.3                               Additional Conditions to Obligations of TDCC.  The obligations of TDCC to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following additional conditions as of the Closing Date:

(a)                                 The representations and warranties of Purchaser contained in Article IV shall be accurate in all material respects on and as of the Closing Date with the same force and effect as though made by Purchaser on and as of the Closing Date (or, in the case of any representation or warranty that addresses matters only as of particular date, on and as of such date only).

(b)                                 Purchaser shall have performed and complied in all material respects with all covenants and obligations required to be performed and complied with by Purchaser under this Agreement on or prior to the Closing Date.

(c)                                  TDCC shall have received from Purchaser each delivery required pursuant to Section 8.3.

(d)                                 The Purchaser Affiliate Agreements shall have been amended, terminated or otherwise modified in accordance with Schedule 5.23 and, if terminated, shall be of no further force or effect from and after the Closing, with no further Liability of Purchaser thereunder and TDCC shall have received evidence reasonably satisfactory to TDCC of the foregoing.

(e)                                  The Purchaser Organizational Documents shall be amended and restated such that (i) the Purchaser Charter shall be in the form attached hereto as Exhibit I and (ii) the bylaws of Purchaser shall be in the form attached hereto as Exhibit J.

(f)                                   The transactions contemplated by this Agreement shall not result in (i) TDCC holding in excess of forty-five (45%) of all outstanding shares of Purchaser Common Stock, after giving effect to the issuance of Purchaser Common Stock contemplated by Article II and any other issuance of Purchaser Common Stock at the Closing and all redemptions of Purchaser Common Stock in connection with the Purchaser Stockholder Redemption or otherwise, or (ii) in the good faith determination of TDCC, cause TDCC to be required pursuant to GAAP to consolidate Purchaser on its financial statements.

(g)                                  The shares of Purchaser Common Stock to be issued as Stock Consideration shall have been approved for listing on NASDAQ.

(h)                                 The directors being designated pursuant to Sections 5.17(f) and (g) and the Preferred Director shall have been elected in accordance with the DGCL and the Purchaser Organizational Documents to serve on the Purchaser Board.

(i)                                     (i) Purchaser shall have made all necessary and appropriate arrangements with the Trustee to have all of the funds contained in the Trust Account disbursed to Purchaser immediately prior to the Closing; (ii) all of such funds released from the Trust Account shall be available to Purchaser for payment of the Cash Consideration and the payment of Permitted

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Transaction Expenses; (iii) an Affiliate of Sponsor shall pay at Closing all Transaction Expenses of Purchaser in excess of Permitted Transaction Expenses; and (iv) there shall be no Proceeding pending or threatened with respect to or against the Trust Account.

(j)                                    Purchaser shall have duly adopted and filed with the Secretary of State of the State of Delaware the Series A Certificate of Designation and such filing shall have been accepted by such Secretary of State.

ARTICLE VIII
CLOSING

8.1                               Closing.  The Closing shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m. (Eastern Time) on the date that is three (3) Business Days after the date on which the conditions set forth in Article VII have been satisfied or, to the extent permitted, waived by the party entitled to the benefits thereof (other than those conditions that, by their nature, are to be satisfied at Closing, but subject to the satisfaction of such conditions) or at such other place and at such other time as TDCC and Purchaser may agree.  Once the Closing occurs, the Closing, and all transactions to occur at the Closing, shall be deemed to have taken place at, and shall be effective as of, 11:59 p.m. (Eastern Time) on the Closing Date; provided, however, that if the Closing occurs on the first day of the month, then the Closing, and all transactions to occur at the Closing, shall be deemed to have taken place at, and shall be effective as of, 12:01 a.m. (Eastern Time) on the Closing Date.

8.2                               Deliveries by TDCC.  At or prior to the Closing, TDCC shall deliver, or cause to be delivered, to Purchaser each of the following:

(a)                                 the Transition Services Agreement, duly executed by TDCC and AgroFresh;

(b)                                 the India Transition Services Agreement, duly executed by the applicable parties thereto;

(c)                                  the Bailment Agreement, duly executed by the applicable parties thereto;

(d)                                 the Occupancy Agreement, duly executed by TDCC or its applicable Affiliate;

(e)                                  the Sublease Agreement, duly executed by TDCC or its applicable Affiliate;

(f)                                   the Seconding Agreement, duly executed by TDCC or its applicable Affiliate;

(g)                                  the Investor Rights Agreement, duly executed by TDCC or its applicable Affiliate;

(h)                                 the Tax Receivables Agreement, duly executed by TDCC or its applicable Affiliate;

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(i)                                     the Warrant Purchase Agreement, duly executed by TDCC or its applicable Affiliate;

(j)                                    certificates representing all of the AF Interests, which certificates shall be duly endorsed in blank or accompanied by stock powers duly executed in blank;

(k)                                 a certificate of non-foreign status substantially in the form provided for in U.S. Department of Treasury Regulation §1.1445-2(b)(2);

(l)                                     the resignations required by Section 5.16, if any;

(m)                             the schedule of estimated Transfer Taxes contemplated by Section 5.10(f);

(n)                                 a certificate of TDCC dated as of the Closing Date, duly executed by TDCC, certifying as to the satisfaction of the conditions set forth in Sections 7.2(a) and 7.2(b); and

(o)                                 a fully executed Form 8023 for the Section 338(h)(10) Election pursuant to Section 5.10(i).

8.3                               Deliveries by Purchaser.  At or prior to the Closing, Purchaser shall deliver, or cause to be delivered, to TDCC each of the following:

(a)                                 the Occupancy Agreement, duly executed by Purchaser or its applicable Affiliate;

(b)                                 the Sublease Agreement, duly executed by Purchaser or its applicable Affiliate;

(c)                                  the Seconding Agreement, duly executed by Purchaser or its applicable Affiliate;

(d)                                 the Investor Rights Agreement, duly executed by Purchaser and each other party thereto (other than TDCC);

(e)                                  the Tax Receivables Agreement, duly executed by Purchaser;

(f)                                   the Warrant Purchase Agreement, duly executed by Purchaser and Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company;

(g)                                  a certificate of Purchaser dated as of the Closing Date, duly executed by Purchaser, certifying as to the satisfaction of the conditions set forth in Sections 7.3(a) and 7.3(b);

(h)                                 the Cash Consideration in accordance with Section 2.3;

(i)                                     stock certificates or, at TDCC’s option, evidence of shares in book-entry form, representing the Purchaser Common Stock; and

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(j)                                    a stock certificate or, at TDCC’s option, evidence of shares in book-entry form, representing one (1) share of Series A Preferred Stock in accordance with Section 8.4.

8.4                               Purchaser Organizational Documents.  At the Closing, Purchaser shall (a) cause (i) the Purchaser Charter to be amended and restated in the form attached hereto as Exhibit I and (ii) the bylaws of Purchaser to be amended and restated in the form attached hereto as Exhibit J and (b) issue and deliver to TDCC one (1) fully paid, nonassessable share of Series A Preferred Stock.

ARTICLE IX
TERMINATION

9.1                               Termination.  This Agreement may be terminated, and the transactions contemplated herein may be abandoned, by written notice delivered by the terminating party (other than in the case of Section 9.1(a), which shall only require written Consent as set forth therein) at any time prior to the Closing:

(a)                                 by the mutual written Consent of TDCC and Purchaser;

(b)                                 by either TDCC or Purchaser, if the Closing shall not have occurred on or prior to October 1, 2015 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to (i) a party hereto if the failure of such party to fulfill any of its obligations under this Agreement has been the cause of or has resulted in the failure of the Closing to occur on or prior to such date or (ii) Purchaser if the failure of the condition set forth in Section 7.1(a) to be satisfied has resulted in the failure of the Closing to occur on or prior to such date;

(c)                                  by either TDCC or Purchaser, if an injunction shall have been entered by any Governmental Authority of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such injunction shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 9.1(c) shall have complied with its obligations under Section 5.3;

(d)                                 by Purchaser, if TDCC shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 7.1 or 7.2 and (ii) cannot be cured by the Outside Date; provided, however, that Purchaser shall have given TDCC written notice, delivered at least sixty (60) days prior to such termination, stating Purchaser’s intention to terminate this Agreement pursuant to this Section 9.1(d) and the basis for such termination;

(e)                                  by TDCC, if Purchaser shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 7.1 or 7.3 and (ii) cannot be cured by the Outside Date; provided, however, that TDCC shall have given Purchaser written notice, delivered at least sixty (60) days prior to

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such termination, stating TDCC’s intention to terminate this Agreement pursuant to this Section 9.1(e) and the basis for such termination; or

(f)                                   by either TDCC or Purchaser, if at the Purchaser Stockholder Meeting (including any adjournments thereof) the Purchaser Stockholder Approval is not obtained.

9.2                               Effect of Termination.  If this Agreement is terminated pursuant to Section 9.1, neither party hereto shall have any Liability to the other party hereto, except that (a) Sections 5.5 (Brokers), 5.9 (Confidentiality), this Section 9.2 and Article XI shall survive the termination of this Agreement, and (b) no such termination shall relieve either party from Liability for intentional breach of this Agreement that occurs prior to such termination.  In the event this Agreement is terminated pursuant to Section 9.1 (other than pursuant to Section 9.1(d)), neither Purchaser nor any of its Subsidiaries shall at any time, directly or indirectly, consummate a Business Combination or any substantially similar transaction or agree to do, or commit to use the proceeds of the Trust Account to do, any of the foregoing.

ARTICLE X
INDEMNIFICATION

10.1                        Representations, Warranties and Covenants.  The representations and warranties contained herein or in any certificate delivered in connection with this Agreement and each covenant contained herein that requires performance prior to the Closing shall terminate effective as of immediately prior to the Closing such that no claim for breach of any such representation or warranty, covenant, detrimental reliance or other right or remedy may be brought after the Closing; provided, however, that (a) Section 3.7 shall survive the Closing until the six (6) month anniversary of the Closing, (b) Section 3.4(b) shall survive the Closing until the fifteen (15) month anniversary of the Closing, and (c) the Fundamental Representations shall survive indefinitely.  Any covenant contained herein that requires performance at or after the Closing shall survive the Closing until the expiration of the statute of limitations for breach of contract with respect to such covenant and nothing in this Section 10.1 shall limit the right of any party to bring a claim for breach of any covenant contained in this Agreement that requires performance at or after the Closing.

10.2                        Indemnification by TDCC.  From and after the Closing, subject to the provisions of this Article X (including the limitations set forth in Section 10.4), TDCC shall (or shall cause its relevant Affiliates to) indemnify Purchaser and its Affiliates (each, a “Purchaser Indemnified Party”) against, be liable to the Purchaser Indemnified Parties for and hold each Purchaser Indemnified Party harmless from, any and all Losses incurred or suffered by each Purchaser Indemnified Party to the extent arising out of any of the following:

(a)                                 any breach of or inaccuracy in any Fundamental Representation made by TDCC in Article III; and

(b)                                 any breach of or inaccuracy in the representation set forth in Section 3.4(b).

10.3                        Indemnification by Purchaser.  From and after the Closing, subject to the provisions of this Article X (including the limitations set forth in Section 10.4), Purchaser shall

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indemnify TDCC and its Affiliates (each, a “TDCC Indemnified Party”) against, be liable to the TDCC Indemnified Parties for and hold each TDCC Indemnified Party harmless from, any and all Losses incurred or suffered by each TDCC Indemnified Party to the extent arising out of any breach of or inaccuracy in any Fundamental Representation made by Purchaser in Article IV;

10.4                        Limitations on Liability.  Notwithstanding anything to the contrary in this Agreement or any right or remedy available under any Law:

(a)                                 The Purchaser Indemnified Parties shall have the right to payment by TDCC under Section 10.2(b) only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred, (i) as to any individual claim under Section 10.2(b), an indemnifiable Loss in excess of one hundred thousand Dollars ($100,000) and (ii) as to all claims under Section 10.2(b), indemnifiable Losses in excess of forty million Dollars ($40,000,000) in the aggregate (the “Claims Deductible”) (in determining whether the Claims Deductible has been satisfied, only Losses for claims under Section 10.2(b) exceeding the per claim threshold set forth in the foregoing clause (i) shall be included), in which case the Purchaser Indemnified Parties shall have a right to payment only to the extent that Losses satisfy the requirements set forth in clause (i) and clause (ii).

(b)                                 TDCC shall have no Liability under or otherwise in connection with this Article X in excess of (i) as to Section 3.4(b), two hundred million Dollars ($200,000,000) in the aggregate, and (ii) as to the Fundamental Representations, an amount equal to the Purchase Price; provided that in no event shall the aggregate amount of TDCC’s Liability under clause (i) and clause (ii) exceed the Purchase Price.  Purchaser shall have no Liability under or otherwise in connection with this Article X in excess of an amount equal to the Purchase Price.

(c)                                  The limitations set forth in this Section 10.4 shall not apply with respect to TDCC’s or Purchaser’s fraud and such Person shall be liable to the Purchaser Indemnified Parties or the TDCC Indemnified Parties, as applicable, for the full amount of Losses resulting from, arising out of or related to such fraud.

10.5                        Claims.  As promptly as is reasonably practicable after becoming aware of a claim for indemnification under this Agreement not involving a Third Party Claim, but in any event no later than fifteen (15) Business Days after first becoming aware of such claim, the Indemnified Person shall give written notice to the Indemnifying Person of such claim in accordance herewith (a “Claim Notice”); provided, however, that the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Agreement except to the extent (if any) that the Indemnifying Person shall have been materially prejudiced thereby.  The Claim Notice shall set forth in reasonable detail (a) the facts and circumstances giving rise to such claim for indemnification, including all relevant supporting documentation, (b) the nature of the Losses suffered or incurred or expected to be suffered or incurred, (c) a reference to the provisions of this Agreement in respect of which such Losses have been suffered or incurred or are expected to be suffered or incurred, (d) the amount of Losses actually suffered or incurred and, to the extent the Losses have not yet been suffered or incurred, a good faith estimate of the amount of Losses that could be expected to be suffered or incurred and (e) such other information as may be necessary for the Indemnifying Person to determine that the limitations in this Article X (including the limitations set forth in Section 10.4) have been

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satisfied or do not apply.

10.6                        Notice of Third Party Claims; Assumption of Defense.  The Indemnified Person shall give a Claim Notice (in the form contemplated by Section 10.5) as promptly as is reasonably practicable, but in any event no later than ten (10) Business Days after receiving notice thereof, to the Indemnifying Person 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 this Agreement (a “Third Party Claim”); provided, however, that the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Agreement except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby.  The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim and (b) upon written notice to the Indemnified Person, at any time during the course of any such Third Party Claim, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (a) in the proviso in Section 10.7, to settle or compromise such Third Party Claim, provided that the Indemnifying Person obtain as a condition of any settlement or other compromise, a complete release of the Indemnified Person subject to such Third Party Claim.  If the Indemnifying Person 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 Indemnifying Person.  Whether or not the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof, including all witnesses, pertinent records, materials and information in the Indemnified Person’s possession or under the Indemnified Person’s control relating thereto (or in the possession or control of any of its Representatives) as is reasonably requested by the Indemnifying Person or its counsel.

10.7                        Settlement or Compromise.  Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 10.6) or the Indemnifying Person, as the case may be, of any such Third Party Claim shall also be binding upon the Indemnifying Person 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, however, that (a) no Liability, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written Consent, which Consent shall not be unreasonably withheld, conditioned or delayed and (b) the Indemnified Person shall not compromise or settle any Third Party Claim without the prior written Consent of the Indemnifying Person.

10.8                        Time Limits.  Any right to indemnification or other recovery under this Article X shall apply only to Losses with respect to which the Indemnified Person shall have notified the Indemnifying Person in writing within the applicable survival period set forth in Section 10.1 and in accordance with Section 10.5 or 10.6, as applicable.  If any claim for indemnification or other recovery is timely asserted under this Article X, the Indemnified Person shall have the right to bring a Proceeding with respect to such claim after the expiration of the applicable survival period set forth in Section 10.1.

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10.9                        Mitigation; Net Losses.

(a)                                 In the event of any Loss that may give rise to an indemnification obligation hereunder, the Indemnified Person shall take, and cause its Affiliates to take, all reasonable measures to mitigate the consequences of such Loss, including (i) cooperating with the Indemnifying Person, if so requested by the Indemnifying Person and (ii) taking all such reasonable measures that are required to prevent any contingent Liability from becoming an actual Liability.  If any Indemnified Person shall fail to take such measures specified in clause (i) or clause (ii), then notwithstanding anything to the contrary in this Agreement, the Indemnifying Person shall not be required to indemnify the Indemnified Person for any Loss that would reasonably be expected to have been avoided if such efforts had been made.

(b)                                 Notwithstanding anything to the contrary in this Agreement, the amount of any Losses incurred or suffered by any Indemnified Person shall be calculated after giving effect to (i) any insurance proceeds received from unaffiliated third parties by the Indemnified Person (or any of its Affiliates) with respect to such Losses, (ii) any Tax benefit realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses or by the Indemnified Person (or any of its Affiliates) from any indemnification payment with respect to such Losses, and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other unaffiliated third party, and (iv) any amounts recorded in the Historical Financial Information with regard to such Losses.  If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after the Indemnifying Person has made a payment to the Indemnified Person with respect thereto, the Indemnified Person (or such Affiliate) shall promptly pay to the Indemnifying Person the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Person’s payment with respect to such Losses).

10.10                 Purchase Price Adjustments.  To the extent permitted by Law, any amounts payable under Section 10.2 or Section 10.3 shall be treated by Purchaser and TDCC as an adjustment to the Purchase Price.  Notwithstanding anything to the contrary contained in this Agreement, to the extent that an adjustment is made to or taken into account in determining the Purchase Price or any payments are made in respect of any matter relating to or arising out of this Agreement, no Purchaser Indemnified Party shall be entitled to any indemnification or any other payment with respect to such matter to the extent of such adjustment or payment and such matter will not, to the extent of such adjustment or other payment, constitute a breach of any representation, warranty, covenant or agreement contained herein.

10.11                 Knowledge.  Notwithstanding anything to the contrary in this Agreement, after the Closing, no Indemnifying Person shall be liable for any breach of or inaccuracy in any representation or warranty of such Indemnifying Person contained in this Agreement, or any breach of or failure to perform any covenant or obligation by such Indemnifying Person, in any such case if the Indemnified Person or any of its Affiliates had knowledge, at or before the Closing, of the facts as a result of which such representation or warranty was breached or inaccurate or such covenant or obligation was breached or not performed.  The parties understand and agree that the knowledge of Persons who are employees of TDCC or its Affiliates or any AgroFresh Entity immediately before Closing shall not be imputed to any Purchaser Indemnified Party for purposes of this Section 10.11.

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10.12                 References.  All references in Section 3.4(b) to “material” shall be excluded with regard to both (i) determining whether any inaccuracy in or breach of such representation has occurred and (ii) determining the amount of any Losses in connection therewith.

ARTICLE XI
MISCELLANEOUS

11.1                        Amendment.  Except as provided in Section 11.17, this Agreement may be amended, modified or supplemented only by an instrument in writing signed by Purchaser and TDCC; provided that this Section 11.1, Section 11.6, Section 11.13, Section 11.14, and Section 11.15 may not be modified or amended in a manner that is adverse in any material respect to the Committed Lenders without the prior written consent of such Committed Lenders

11.2                        Notices.  Any notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given, (a) when received if given in person or by courier or a courier service or (b) on the date of transmission if sent by facsimile transmission (receipt confirmed) on a Business Day during or before the normal business hours of the intended recipient, and if not so sent on such a day and at such a time, on the following Business Day:

(i)                                     If to Purchaser, addressed as follows:

with a copy to:

(ii)                                  If to TDCC, addressed as follows:

with copies to:

▇▇

or to such other individual or address as a party hereto may designate for itself by notice given as herein provided.

11.3                        United States Dollars.  Except as otherwise provided herein or in a Local Transfer Agreement, all payments pursuant hereto shall be made by wire transfer in Dollars in immediately available funds without any set-off, deduction or counterclaim whatsoever.  Except as expressly set forth herein or therein, any Contract, Liability, claim or document referred to in this Agreement (including any amount included in the calculation of the Working Capital Target or the Closing Working Capital) that is denominated in a currency other than Dollars, will be deemed, for purposes of this Agreement, to be converted into Dollars using TDCC’s internal trading rate in effect on the Closing Date (the “Conversion Rate”); provided, however, that if the Closing Date is a date other than the last day of a month, the Conversion Rate shall be TDCC’s internal trading rate in effect on the last day of the month preceding the month in which the Closing occurs.

11.4                        Waivers.  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, covenant, representation or warranty contained in this Agreement shall be effective unless it is in a writing signed by such party, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

11.5                        Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that no assignment of this Agreement or any rights or obligations hereunder, by operation of law or otherwise, may be made by any party without the written Consent of the other party, other than, in the case of TDCC only, to an Affiliate of TDCC (but no such assignment shall relieve the assigning party of its obligations hereunder).  Any purported assignment in violation of this Agreement shall be null and void ab initio.

11.6                        No Third Party Beneficiaries.  Except as otherwise provided in Section 5.15, this Agreement is solely for the benefit of the parties hereto and their respective successors and

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permitted assigns and, to the extent provided herein, their respective Affiliates, 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.  Without limiting the preceding sentence, no provision of Article VI shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of AgroFresh or TDCC or any of its Affiliates in respect of continued employment (or resumed employment) with either Purchaser or any of its Affiliates, and no provision of Article VI shall create any such rights in any such Person in respect of any benefits that may be provided, directly or indirectly, under any TDCC Benefit Plan or any Purchaser Benefit Plan.  Notwithstanding anything to the contrary provided in this Section 11.6, Committed Lenders shall be express third party beneficiaries of Section 11.1, this Section 11.6, Section 11.13, Section 11.14, and Section 11.15

11.7                        Publicity.  No public announcement or other publicity regarding the existence of this Agreement or the Related Agreements or its or their contents or the transactions contemplated hereby or thereby shall be made by Purchaser, AgroFresh, TDCC or any of their respective Representatives without the prior written Consent of Purchaser 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 other party 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 other party.  Each of TDCC and Purchaser agrees to hold confidential the terms and provisions of this Agreement and the Related Agreements and the terms of the transactions contemplated hereby or thereby.  Notwithstanding the foregoing, nothing in this Section 11.7 shall prevent either 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.

11.8                        Further Assurances.  On and after the Closing Date, each party hereto shall execute and deliver to any other party such assignments and other instruments as may be reasonably requested by such other party and are required to effectuate the transactions contemplated by this Agreement.

11.9                        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.

11.10                 Entire Understanding.  This Agreement, the Related Agreements and the Confidentiality Agreement set forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and supersede and replace any and all prior agreements, arrangements and understandings, written or oral, between the parties relating to the subject matter hereof.