X0206 3 2020-07-27 0 0001592016 AgroFresh Solutions, Inc. AGFS 0001817201 SCHWARTZ KEVIN 475 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10017 1 0 1 0 Series B-1 Convertible Preferred Stock(1) Common Stock, par value $0.0001 per share 10405681 I See notes 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 that were issued to PSP AGFS Holdings, L.P. (the "Investor") 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 Investor is the direct beneficial owner of the common stock. Paine Schwartz Food Chain Fund V GP, L.P. (the "GP") is the sole general partner of the Investor and Paine Schwartz Food Chain Fund V GP, Ltd. (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. Schwartz serves as a director of the UGP and disclaims beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP. Exhibit List - Exhibit 24 - Power of Attorney /s/ Kevin Schwartz, Name: Kevin Schwartz 2020-07-29