PSP AGFS Holdings, L.P together with Paine Schwartz Partners LLC and its affiliates, “Paine Schwartz” agreed to acquire remaining stake in AgroFresh Solutions, Inc. (NasdaqGS:AGFS) from a group of shareholders on October 24, 2022. PSP AGFS Holdings, L.P together with Paine Schwartz Partners LLC and its affiliates, “Paine Schwartz” entered into an agreement and plan of merger to acquire remaining stake in AgroFresh Solutions, Inc. (NasdaqGS:AGFS) from a group of shareholders on November 21, 2022. Under the terms of agreement, Paine Schwartz would acquire all of the outstanding common stock of the Company (“ Common Stock ”) for $3.00 per share in cash and which would (i) not be conditioned upon Paine Schwartz's ability to obtain financing or obtain any waiver or amendment under any agreement of the Company related to indebtedness, and (ii) be conditioned upon approval by a fully empowered special committee of independent, non-management directors and upon the approval of the holders of a majority of the Common Stock owned by disinterested stockholders in accordance with the framework established under Kahn v. M&F Worldwide Corp. The Board, acting through the Special Committee, granted Paine Schwartz a limited waiver (the “Limited Waiver”) of the standstill restrictions contained in the Investment Agreement to permit Paine Schwartz to disclose the Proposed Transaction, complete confirmatory diligence, engage with and enter into arrangement with financing sources, and negotiate definitive documentation in respect of the Proposed Transaction. Paine Schwartz reserves the right to modify or withdraw the Proposed Transaction at any time. As a part of acquisition AgroFresh, does not undertake any obligation to provide any updates with respect to this or any other transaction, or to provide any additional disclosures to reflect subsequent events, new information or future circumstances, except as required under applicable law. AgroFresh shall pay a termination fee of $15 million to Paine Schwartz.

The Proposed Transaction is subject to, among other things, Paine Schwartz's satisfaction of confirmatory diligence and negotiation and execution of definitive documentation and the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. A special committee of independent directors (the “Special Committee”) of the AgroFresh Board of Directors (the “Board”), in consultation with its independent financial and legal advisors, unanimously determined that the merger agreement is advisable, fair to, and in the best interests of, the unaffiliated stockholders of the Company and recommended it for approval by the Board. As of MArch 30, 2023, shareholders of AgroFresh Solutions have approved the transaction. The transaction is expected to close in the first quarter of 2023.

Perella Weinberg Partners LP is serving as financial advisor with a service fee of $2.5 million and fairness opinion provider with a service fee of $1.5 million to the Special Committee. Eric Klinger-Wilensky of Morris, Nichols, Arsht & Tunnell LLP is serving as legal advisor to the Special Committee. Mitchell Presser, Omar Pringle and Joe Sulzbach of Morrison & Foerster LLP is serving as legal advisor to the Company. Evercore is serving as financial advisor to Paine Schwartz and Corey D. Fox and Peter Stach of Kirkland & Ellis LLP is serving as legal counsel to Paine Schwartz. D.F. King & Co., Inc. acted as information agent with a fee of $12,500 and Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to AgroFresh.