Related Party Transactions

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 and seconded employees. 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. In addition, the Company paid Dow $0.6 million on the Business Combination Closing Date to import inventory into Argentina through September 30, 2016.

The Company incurred expenses for such services for the twelve months ended December 31, 2017, December 31, 2016, and the five months ended December 2015 as follows:



(amounts in thousands)	Year Ended December 31, 2017		Year Ended December 31, 2016		August 1, 2015 Through December 31, 2015
Amortization of prepayment related to set-up of transition services	$	827	$	1,526	$	2,647
Ongoing costs of transition services agreement	2,970		4,346		4,531
Rent expense	902		1,198		740
Amortization of prepayment related to Dow importation services	—		397		220
Other expenses	439		894		593
Total incurred expenses	$	5,138	$	8,361	$	8,731

As of December 31, 2017 and December 31, 2016, the Company had an outstanding payable to Dow of $1.2 million and $0.1 million, respectively.

Refer to Note 3 regarding the contingent consideration owed to Dow as part of the Business Combination.

In addition, during 2016, the Company made a minority investment in RipeLocker, LLC ("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 agreed to 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 agreed to provide consulting services to the Company as may be reasonably requested by the Company from time to time. The Services Agreement provides for Mr. Lobisser to receive a consulting fee of $5,000 per full day for time spent performing consulting services under the Services 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 agreed to 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. As of December 31, 2017, there were no amounts paid and no material amounts owed to RipeLocker for consulting services.