Related Party Transactions

3 Months Ended

Mar. 31, 2017

The Company is a party to ongoing agreements with Dow, a related party, including, but not limited to, operating-related agreements for certain transition services, seconded employees and occupancy. In connection with the Transition Services Agreement, the Company paid Dow a $5.0 million set-up fee which is being amortized over the period during which the services are expected to be provided.

The Company incurred expenses for such services for the three months ended March 31, 2017 and March 31, 2016 as follows:



(amounts in thousands)	Three Months Ended March 31, 2017		Three Months Ended March 31, 2016
Amortization of prepayment related to set-up of transition services	$	207	$	778
Ongoing costs of transition services agreement	743		1,799
Rent expense	248		378
Amortization of prepayment related to Dow importation services	—		132
Other expenses	95		237
Total incurred expenses	$	1,293	$	3,324

As of March 31, 2017 and March 31, 2016, the Company had an outstanding payable to Dow of $0.3 million and $1.5 million, respectively.

In addition, during 2016, the Company made a minority investment in RipeLocker, LCC ("RipeLocker"), a company led by George Lobisser, a director of AgroFresh. On November 29, 2016, the Company entered into a Mutual Services Agreement (the “Services Agreement”) with George Lobisser and RipeLocker, LLC. Pursuant to the Services Agreement, (i) the Company may provide RipeLocker with technical support, in the form of access to the Company’s research and development personnel for a specified number of hours for purposes of providing advice and input relating to RipeLocker’s products and services, and (ii) Mr. Lobisser may provide consulting services to the Company as may be reasonably requested by the Company from time to time. Pursuant to the Services Agreement, Mr. Lobisser is entitled to receive a consulting fee of $5,000 per full day for time spent performing consulting services under this Agreement (pro-rated for any partial day), plus reimbursement for out-of-pocket expenses, provided that for each hour of technical support provided by the Company to RipeLocker, Mr. Lobisser will provide one-half hour of consulting services for no consideration. In February 2017, the Company and Mr. Lobisser agreed to substantially curtail any mutual consulting services to be provided under the Services Agreement, and that any further services would be provided at no charge. For the three months ended March 31, 2017, there were no material amounts paid and as of March 31, 2017, there were no material amounts owed to RipeLocker or Mr. Lobisser for consulting services.