Exhibit 10.1

 

AgroFresh Solutions, Inc.

100 Independence Mall West

Philadelphia, PA 19106

 

December 17, 2015

 

	
The Dow Chemical Company
    	
 
    	
Boulevard Acquisition Sponsor, LLC
    
	
2030 Dow Center
    	
 
    	
399 Park Avenue, 6th Floor
    
	
Midland, MI 48674
    	
 
    	
New York, NY 10022
    
	
Attn: Executive Vice President and General Counsel
    	
 
    	
Attn: Stephen S. Trevor
    


 

Rohm and Haas Company

100 Independence Mall West

Philadelphia, PA 19106-2399

Attn:  Chief Legal Officer

 

Re:                             Warrant Purchase Agreement

 

Gentlemen:

 

Reference is made to the Warrant Purchase Agreement, dated as of July 31, 2015 (the “Warrant Purchase Agreement”), by and among AgroFresh Solutions, Inc., f/k/a Boulevard Acquisition Corp. (the “Company”), Rohm and Haas Company, Boulevard Acquisition Sponsor, LLC and The Dow Chemical Company. Capitalized terms used and not defined in this letter agreement shall have the meanings given to them in the Warrant Purchase Agreement.

 

This is to confirm our agreement that, notwithstanding anything to the contrary in the Warrant Purchase Agreement, (i) the Company shall have no obligation to purchase any Public Warrants in the open market pursuant to the Warrant Purchase Agreement, and each of ROH, TDCC and the Sponsor hereby irrevocably waives any right it may have to require the Company to purchase Public Warrants pursuant to Section 1 of the Warrant Purchase Agreement, and (ii) the Sponsor hereby irrevocably waives its right to sell to the Company Private Placement Warrants at $1.00 per Private Placement Warrant pursuant to Section 1 of the Warrant Purchase Agreement.

 

Except as otherwise expressly set forth herein, all provisions of the Warrant Purchase Agreement (including, without limitation, Section 3 thereof) shall remain in full force and effect in accordance with the terms thereof.

 

This letter agreement may be executed in any number of counterparts (including by .pdf file exchanged via email or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

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This letter agreement shall be governed exclusively by and construed and enforced exclusively in accordance with the internal Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof.

 

[SIGNATURE PAGE FOLLOWS]

 

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Please acknowledge your understanding of, and agreement to, the foregoing by signing a copy of this letter in the space indicated below and returning it to the Company.

 

	
 
    	
Sincerely,
    
	
 
    	
 
    
	
 
    	
AGROFRESH SOLUTIONS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Thomas D. Macphee
    
	
 
    	
 
    	
Name: Thomas D. Macphee
    
	
 
    	
 
    	
Title: CEO
    


 

 

	
ACKNOWLEDGED AND AGREED
    	
 
    
	
as of the date first written above:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
BOULEVARD   ACQUISITION SPONSOR, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Sonia Gardner
    	
 
    
	
 
    	
Name: Sonia Gardner
    	
 
    
	
 
    	
Title: Member
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
THE DOW CHEMICAL COMPANY
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Mark Gibson
    	
 
    
	
 
    	
Name: Mark Gibson
    	
 
    
	
 
    	
Title: Authorized Representative
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
ROHM AND HAAS COMPANY
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Mark Gibson
    	
 
    
	
 
    	
Name: Mark Gibson
    	
 
    
	
 
    	
Title: Chief Financial Officer
    	
 
    


 

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