Exhibit 4.2

 


	

    	
PROOF PROOF   PROOF PROOF PROOF THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE   EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT   DESCRIBED BELOW NUMBER W AgroFresh solutions, inc. INCORPORATED UNDER THE   LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS WarranT   CerTifiCaTe This CerTifies ThaT: PROOF or regisTered assigns, is The   regisTered hold of: warrant(s) evidenced hereby (the “Warrants” and each, a   “Warrant”) to purchase shares of Common Stock, $.0001 par value (“Common   Stock”), of AgroFresh Solutions, Inc., a Delaware corporation (the   “Company”). Each Warrant entitles the holder, upon exercise during the period   set forth in the Warrant Agreement referred to below, to receive from the   Company that number of fully paid and nonassessable shares of Common Stock as   set forth below, at the exercise price (the “Exercise Price”) as determined   pursuant to the Warrant Agreement, payable by certified or official bank   check payable to the Company (or through “cashless exercise” as provided for   in the Warrant Agreement) upon surrender of this Warrant Certificate and   payment of the Exercise Price at the office or agency of the Warrant Agent   referred to below, subject to the conditions set forth herein and in the   Warrant Agreement. Defined terms used in this Warrant Certificate but not   defined herein shall have the meanings given to them in the Warrant   Agreement. Each Warrant is initially exercisable for one fully paid and   non-assessable share of Common Stock. The number of shares of Common Stock   issuable upon exercise of the Warrants is subject to adjustment upon the   occurrence of certain events set forth in the Warrant Agreement. The initial   Exercise Price is equal to $11.50 per share. The Exercise Price is subject to   adjustment upon the occurrence of certain events set forth in the Warrant   Agreement. Subject to the conditions set forth in the Warrant Agreement, the   Warrants may be exercised only during the Exercise Period and to the extent   not exercised by the end of such Exercise Period, such Warrants shall become   void. Reference is hereby made to the further provisions of this Warrant   Certificate set forth on the reverse hereof and such further provisions shall   for all purposes have the same effect as though fully set forth at this   place. This Warrant Certificate shall not be valid unless countersigned by   the Warrant Agent, as such term is used in the Warrant Agreement. This   Warrant Certificate shall be governed by and construed in accordance with the   internal laws of the State of New York, without regard to conflicts of laws   principles thereof. COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST   COMPANY NEW YORK, NY AS WARRANT AGENT BY: DATED: AgroFresh solutions, inc.   AUTHORIZED OFFICER SECRETARY CHIEF EXECUTIVE OFFICER PROOF PROOF PROOF PROOF   PROOF CUSIP00856G117 WARRANTS 
    




 










	

    	
AgroFresh   Solutions, Inc. The Warrants evidenced by this Warrant Certificate are part   of a duly authorized issue of Warrants entitling the holder on exercise to   receive shares of Common Stock and are issued or to be issued pursuant to a   Warrant Agreement dated as of February 12, 2014 (the “Warrant Agreement”),   duly executed and delivered by the Company to Continental Stock Transfer   & Trust Company, a New York corporation, as warrant agent (the “Warrant   Agent”), which Warrant Agreement is hereby incorporated by reference in and   made a part of this instrument and is hereby referred to for a description of   the rights, limitation of rights, obligations, duties and immunities   thereunder of the Warrant Agent, the Company and the holders (the words   “holders” or “holder” meaning the Registered Holders or Registered Holder) of   the Warrants. A copy of the Warrant Agreement may be obtained by the holder   hereof upon written request to the Company. Defined terms used in this   Warrant Certificate but not defined herein shall have the meanings given to   them in the Warrant Agreement. Warrants may be exercised at any time during   the Exercise Period set forth in the Warrant Agreement. The holder of Warrants   evidenced by this Warrant Certificate may exercise them by surrendering this   Warrant Certificate, with the form of election to pur-chase set forth hereon   properly completed and executed, together with payment of the Exercise Price   as specified in the Warrant Agreement (or through “cashless exercise” as   provided for in the Warrant Agreement) at the principal corporate trust   office of the Warrant Agent. In the event that upon any exercise of Warrants   evidenced hereby the number of Warrants exercised shall be less than the   total number of Warrants evidenced hereby, there shall be issued to the   holder hereof or his, her or its assignee, a new Warrant Certificate   evidencing the number of Warrants not exercised. Notwithstanding anything   else in this Warrant Certificate or the Warrant Agreement, no Warrant may be   exercised unless at the time of exercise (i) a registration statement   covering the shares of Common Stock to be issued upon exercise is effective   under the Securities Act and (ii) a prospectus thereunder relating to the   shares of Common Stock is current, except through “cashless exercise” as   provided for in the Warrant Agreement. The Warrant Agreement provides that   upon the occurrence of certain events the number of shares of Common Stock   issuable upon exercise of the Warrants set forth on the face hereof may,   subject to certain conditions, be adjusted. If, upon exercise of a Warrant,   the holder thereof would be entitled to receive a fractional interest in a   share of Common Stock, the Company shall, upon exercise, round down to the   nearest whole number of shares of Common Stock to be issued to the holder of   the Warrant. Warrant Certificates, when surrendered at the principal   corporate trust office of the Warrant Agent by the Registered Holder thereof   in person or by legal representative or attorney duly authorized in writing,   may be exchanged, in the manner and subject to the limitations provided in   the Warrant Agreement, but without payment of any service charge, for another   Warrant Certificate or Warrant Certificates of like tenor evidencing in the   aggregate a like number of Warrants. Upon due presentation for registration   of transfer of this Warrant Certificate at the office of the Warrant Agent a   new Warrant Certificate or Warrant Certificates of like tenor and evidencing   in the aggregate a like number of Warrants shall be issued to the   transferee(s) in exchange for this Warrant Certificate, subject to the   limitations provided in the Warrant Agreement, without charge except for any   tax or other governmental charge imposed in connection therewith. The Company   and the Warrant Agent may deem and treat the Registered Holder(s) hereof as   the absolute owner(s) of this Warrant Certificate (notwithstanding any   notation of ownership or other writing hereon made by anyone), for the   purpose of any exercise hereof, of any distribution to the holder(s) hereof,   and for all other purposes, and neither the Company nor the Warrant Agent   shall be affected by any notice to the contrary. Neither the Warrants nor   this Warrant Certificate entitles any holder hereof to any rights of a   stockholder of the Company. ELECTION TO PURCHASE (To Be Executed Upon   Exercise of Warrant) The undersigned hereby irrevocably elects to exercise   the right, represented by this Warrant Certificate, to receive shares of   Common Stock and herewith tenders payment for such shares to the order of   AgroFresh Solutions, Inc. (the “Company”) in the amount of $ in accordance   with the terms hereof. The undersigned requests that a certificate for such   shares be registered in the name of (PLEASE TYPE OR PRINT NAME AND ADDRESS)   (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and that such shares be   delivered to (PLEASE TYPE OR PRINT NAME AND ADDRESS) If said number of shares   is less than all of the shares of Common Stock purchasable hereunder, the   undersigned requests that a new Warrant Certificate representing the   remaining balance of such shares be registered in the name of (PLEASE TYPE OR   PRINT NAME AND ADDRESS) and that such Warrant Certificate be delivered to   (PLEASE TYPE OR PRINT NAME AND ADDRESS) In the event that the Warrant has   been called for redemption by the Company pursuant to Section 6 of the   Warrant Agreement and the Company has required cashless exercise pursuant to   Section 6.3 of the Warrant Agreement, the number of shares that this Warrant   is exercisable for shall be determined in accordance with subsection 3.3.1(b)   and Section 6.3 of the Warrant Agreement. In the event that the Warrant is a   Private Placement Warrant that is to be exercised on a “cashless” basis   pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of   shares that this Warrant is exercisable for shall be determined in accordance   with subsection 3.3.1(c) of the Warrant Agreement. In the event that the   Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of   the Warrant Agreement, the number of shares that this Warrant is exercisable   for shall be determined in accordance with Section 7.4 of the Warrant   Agreement. In the event that the Warrant (as such term is defined in the   Warrant Agreement) may be exercised, to the extent allowed by the Warrant   Agreement, through cashless ex-ercise (i) the number of shares that this   Warrant is exercisable for would be determined in accordance with the   relevant section of the Warrant Agreement which allows for such cashless   exercise and (ii) the holder hereof shall complete the following: The   undersigned hereby irrevocably elects to exercise the right, represented by   this Warrant Certificate, through the cashless exercise provisions of the   Warrant Agreement, to receive shares of Common Stock. If said number of   shares is less than all of the shares of Common Stock purchasable hereunder   (after giving effect to the cashless exercise), the undersigned requests that   a new Warrant Certificate representing the remaining balance of such shares   be registered in the name of (PLEASE TYPE OR PRINT NAME AND ADDRESS) and that   such Warrant Certificate be delivered to (PLEASE TYPE OR PRINT NAME AND   ADDRESS) Date: (SIGNATURE) Signature(s) Guaranteed By The Signature(s) must   be guaranteed by an eligible guarantor institution (Banks, Stockbrokers,   Savings and Loan Associations and Credit Unions with membership in an   approved Signature Guarantee Medallion Program), pursuant to SEC Rule   17Ad-15. (ADDRESS) (TAX IDENTIFICATION NUMBER) PRINTED BY: COLUMBIA PRINTING   SERVICES, LLC - www.stockinformation.com