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 addition, during the three months ended March 31, 2018, the Company paid $0.7 million to Dow in order to terminate the provision of IT services provided by Dow.

The Company incurred expenses for such services for the three months ended March 31, 2018 and March 31, 2017 as follows:



(amounts in thousands)	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
Amortization of prepayment related to set-up of transition services	$	—	$	207
Ongoing costs of transition services agreement	84		743
Rent expense	—		248
Other expenses	295		95
Total incurred expenses	$	379	$	1,293

As of March 31, 2018 and March 31, 2017, the Company had an outstanding payable to Dow of $0.0 million and $0.3 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. 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 provided 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. For the three months ended March 31, 2018, there were no material amounts paid and as of March 31, 2018, there were no material amounts owed to RipeLocker or Mr. Lobisser for consulting services.