EX-FILING FEES 10 ny20006083x2_ex107.htm FILING FEES TABLE

Exhibit 107

Calculation of Filing Fee Tables
 
Schedule 13E-3
(Form Type)

AgroFresh Solutions, Inc.
Project Cloud Merger Sub, Inc.
Project Cloud Holdings, LLC
Paine Schwartz Food Chain Fund V, L.P.
Paine Schwartz Food Chain Fund V GP, L.P.
Paine Schwartz Food Chain Fund V GP, Ltd.
Paine Schwartz Food Chain Fund VI, L.P.
PSP AGFS Holdings, L.P.
Paine Schwartz Partners, LLC
(Exact Name of Registrant and Name of Persons Filing Statement)

Table 1 - Transaction Valuation
 
 
 
Transaction Valuation
 
 
Fee Rate
 
 
Amount of Filing Fee
 
 
Fees to be Paid
 
$
185,089,422.00
 (1)
 
 
0.0001102
 
 
$
20,397.00
 (2)
 
Fees Previously Paid
 
$
0
 
 
 
 
 
 
 
20,397.00
 
 
Total Transaction Valuation
 
$
185,089,422.00
               
 
 
Total Fees Due for Filing
 
 
             
$
0
 
 
Total Fees Previously Paid
 
 
 
 
 
 
 
 
 
 
20,397.00
 
 
Total Fee Offsets
 
 
 
 
 
 
 
 
 
 
20,397.00
 (3)
 
Net Fee Due
 
 
 
 
 
 
 
 
 
$
0
 
 
 
Table 2 – Fee Offset Claims and Sources
 
 
 
Registrant
or Filer
Name
 
Form
or
Filing
Type
 
File
Number
 
Initial
Filing
Date
 
Filing
Date
 
 
Fee
Offset
Claimed
 
 
Fee Paid
with Fee
Offset Source
 
 
Fee Offset Claims
 
   
PREM 14A
 
001-36316
 
December 21, 2022
       
$20,397.00
     
 
 
Fee Offset Sources
 
AgroFresh Solutions, Inc.
 
PREM 14A
 
001-36316
     
December 21, 2022
         
$20,397.00
 
 
 
(1)
Aggregate number of securities to which transaction applies: As of November 11, 2022, the maximum number of securities of AgroFresh Solutions, Inc. (the “Company”) to which this transaction applies is estimated to be 61,696,474, which consists of (a) 53,052,352 shares of shares of the Company’s common stock, par value $0.0001 per share, entitled to receive the per share merger consideration of $3.00; (b) 1,554,909 shares of common stock underlying outstanding stock options, which are entitled to receive the per share merger consideration of $3.00 minus any applicable exercise price; (c) 41,250 shares of common stock underlying outstanding stock appreciation rights, which may be entitled to receive the per share merger consideration of $3.00 minus any applicable base price; (d) 2,026,646 shares of common stock underlying outstanding restricted stock units entitled to receive the per share merger consideration of $3.00; (e) 148,895 shares of common stock underlying outstanding phantom restricted stock units entitled to receive the per share merger consideration of $3.00; (f) a maximum of 4,048,320 shares of common stock underlying outstanding restricted stock units subject to performance-based vesting, which may be entitled to receive the per share merger consideration of $3.00 (assuming maximum achievement of all applicable performance conditions); (g) a maximum of 138,344 shares of common stock underlying outstanding phantom restricted stock units subject to performance-based vesting, which may be entitled to receive the per share merger consideration of $3.00 (assuming maximum achievement of all applicable performance conditions); (h) one share of Series A preferred stock, par value $0.0001 per share, entitled to receive the merger consideration of $3.00; and (i) 685,757 shares of common stock reserved for issuance pursuant to employee stock purchase plans.
   
(2)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of November 11, 2022, the underlying value of the transaction was calculated based on the sum (a) the product of 53,052,352 shares of common stock and the per share merger consideration of $3.00; (b) the product of 1,554,909 shares of common stock underlying outstanding stock options and the per share merger consideration of $3.00; (c) the product of 41,250 shares of common stock underlying outstanding stock appreciation rights and the per share merger consideration of $3.00; (d) the product of 2,026,646 shares of common stock underlying outstanding restricted stock units and the per share merger consideration of $3.00; (e) the product of 148,895 shares of common stock underlying outstanding phantom restricted stock units and the per share merger consideration of $3.00; (f) the product of 4,048,320 shares of common stock underlying outstanding restricted stock units subject to performance-based vesting and the per share merger consideration of $3.00 (assuming the restricted stock units vest at maximum achievement of all applicable performance conditions); (g) the product of 138,344 shares of common stock underlying outstanding phantom restricted stock units subject to performance-based vesting and the per share merger consideration of $3.00 (assuming the 138,344 shares are paid out at maximum achievement of all applicable performance conditions); (h) the product of the one share of Series A preferred stock and the merger consideration of $3.00; and (i) the product of 685,757 shares of common stock reserved for issuance pursuant to employee stock purchase plans and the per share merger consideration of $3.00. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.0001102.
   
(3)
The Company previously paid $20,397.00 upon the filing of its Preliminary Proxy Statement on Schedule 14A on December 21, 2022 in connection with the transaction reported hereby.