X0206 3 2020-07-27 0 0001592016 AgroFresh Solutions, Inc. AGFS 0001817183 PSP AGFS HOLDINGS, L.P. 475 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10017 0 0 1 0 0001817158 PAINE SCHWARTZ FOOD CHAIN FUND V GP, L.P. 475 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10017 0 0 1 0 0001818714 PAINE SCHWARTZ FOOD CHAIN FUND V GP, LTD. 475 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10017 0 0 1 0 0001099188 PAINE W DEXTER III 475 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10017 0 0 1 0 0001817201 SCHWARTZ KEVIN 475 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10017 0 0 1 0 Series B-1 Convertible Preferred Stock Common Stock, par value $0.0001 per share 10405681 I See notes This statement is being filed by the following Reporting Persons: PSP AGFS Holdings, L.P. (the "Investor"), Paine Schwartz Food Chain Fund V GP, L.P. (the "GP"), Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP"), Mr. W. Dexter Paine and Mr. Kevin M. Schwartz. The Issuer's Series B-1 Convertible Preferred Stock, par value $0.0001 per shares (the "Series B-1 Preferred Stock"), is convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share and subject to a cap on conversion of 19.99% of the Issuer's then outstanding common stock. The Series B-1 Preferred Stock has no expiration date. Represents the number of shares of common stock issuable based upon the conversion of 150,000 shares of Series B-1 Preferred Stock assuming 52,054,437 shares of common stock outstanding as of June 26, 2020 (as disclosed in the Form Def 14A filed by the Issuer on July 6, 2020). The GP is the sole general partner of the Investor and the UGP is the sole general partner of the GP. As a result, each of the GP and the UGP may be deemed to beneficially own and have shared voting and dispositive power over such shares of common stock beneficially owned by the Investor. Mr. Paine and Mr. Schwartz serve as directors of the UGP and each disclaim beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP. Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of its respective pecuniary interest therein, if any. This report shall not be deemed an admission that any of the GP or UGP is a beneficial owner of the securities held by the Investor, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any. PSP AGFS Holdings, L.P., By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Title: Chief Executive Officer 2020-07-29 Paine Schwartz Food Chain Fund V GP, L.P., By: Paine Schwartz Food Chain Fund V GP, Ltd., Its: General Partner By: /s/ Kevin Schwartz Name: Kevin Schwartz, Title: Director 2020-07-29 Paine Schwartz Food Chain Fund V GP, Ltd., By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Title: Director 2020-07-29 /s/ Kevin Schwartz, Name: Kevin Schwartz 2020-07-29 /s/ W. Dexter Paine, III, Name: W. Dexter Paine, III 2020-07-29