Related Party Transactions

12 Months Ended

Dec. 31, 2020

The Company is a party to an ongoing transition services agreement with Dow, a related party. In connection with the transition services agreement, the Company paid Dow a $5.0 million set-up fee which was amortized over the period during which the services were expected to be provided.

The Company incurred expenses for such services for the year ended December 31, 2020, December 31, 2019 and December 31, 2018 as follows:


(in thousands)	Year Ended December 31, 2020		Year Ended December 31, 2019		Year Ended December 31, 2018
Ongoing costs of transition services agreement	$	40	$	120	$	335
Other expenses	—		—		1,484
Total incurred expenses	$	40	$	120	$	1,819

Refer to Note 3 - Business Combinations and Asset Acquisition regarding the contingent consideration owed to Dow as part of the Business Combination, as well as certain other agreements entered into in connection with the Business Combination, including the termination of the Tax Receivables Agreement in 2019.

During 2016, the Company made a minority investment in RipeLocker, LLC ("RipeLocker"), a company led by George Lobisser, a director of AgroFresh. In February 2019, the Company made a further minority investment in RipeLocker. For the years ended December 31, 2020 and December 31, 2019, there were no amounts paid and as of December 31, 2020 and December 31, 2019, there were no material amounts owed to RipeLocker.

For the years ended December 31, 2020 and December 31, 2019, there were no amounts paid and as of December 31, 2020 and December 31, 2019, there were no material amounts owed to RipeLocker for consulting services.

On June 13, 2020, in connection with the execution of the Investment Agreement (as defined in Note 16- Series B Convertible Preferred Stock and Stockholders’ Equity), the Company, PSP AGFS Holdings, L.P. (the “Investor”) and R&H entered into a side agreement, pursuant to which the parties agreed that if the Investor or its affiliates has the right to designate at least 50% of the total directors on the Company’s board of directors pursuant to the Investment Agreement, so long as R&H or its affiliates beneficially owns at least 20% of the Company’s outstanding common stock (on a fully diluted, “as converted” basis), the Company and the board of directors will increase the size of the board of directors by one member and the board will elect a designee selected by R&H to fill the newly-created vacancy. Such right is in addition to any right that R&H has to appoint a member of the board pursuant to its ownership of the Company’s Series A preferred stock (see Note 16- Series B Convertible Preferred Stock and Stockholders’ Equity).