TERMINATION AGREEMENT THIS TERMINATION AGREEMENT is made as of June 23, 2005, between Martin E. Franklin., an individual residing at 62 Rye Ridge Road, Harrison, New York 10528 ("Mr. Franklin"), and Ian G.H. Ashken, an individual residing at 22...Termination Agreement • July 7th, 2005 • Franklin Martin E • Wholesale-miscellaneous nondurable goods • New York
ARTICLE IStockholders' Agreement • October 30th, 1998 • Franklin Martin E • Metal forgings & stampings • Delaware
IRREVOCABLE PROXY AGREEMENTIrrevocable Proxy Agreement • January 7th, 2019 • Franklin Martin E • Food and kindred products • Virgin Islands
AGREEMENT, dated as of January 7, 2019 (this “Agreement”), among Martin E. Franklin, an individual resident of the State of Florida (“Franklin”) and each of the undersigned persons named on the signature pages hereto (each, a “Subject Party” and collectively, the “Subject Parties”).
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • May 19th, 2022 • Franklin Martin E • Sugar & confectionery products
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • April 18th, 2022 • Franklin Martin E • Sugar & confectionery products
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
EXHIBIT A SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • January 12th, 2018 • Franklin Martin E • Food and kindred products
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below.
APi Group Corporation Public Offering of Common StockFranklin Martin E • September 20th, 2021 • Construction - special trade contractors
VOTING TRUST AGREEMENTVoting Trust Agreement • June 8th, 2006 • Franklin Martin E • Wholesale-miscellaneous nondurable goods • New York
AGREEMENT, dated June 8, 2006, by and among Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“WP VIII”); Warburg Pincus Netherlands Private Equity VIII I, C.V., a Netherlands limited partnership; Warburg Pincus Germany Private Equity VIII, K.G. (collectively the “WP Entities”); and Martin E. Franklin (the “Trustee”).
Re: Withdrawal Notice in Accordance with Section 9.13 of the Voting AgreementFranklin Martin E • May 20th, 2010 • Investment advice
Reference is made to the Voting Agreement, dated June 22, 2007, as amended (the “Voting Agreement”), between you and the other Stockholder Parties (as defined in the Voting Agreement). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Voting Agreement.
Form of Lock-Up Agreement] APi Group Corporation Public Offering of Common StockFranklin Martin E • April 19th, 2024 • Services-to dwellings & other buildings
CONDITIONAL CONTRIBUTION AGREEMENT (Shares of Whole Earth Brands, Inc.)Conditional Contribution Agreement • February 13th, 2024 • Franklin Martin E • Sugar & confectionery products • Delaware
This CONDITIONAL CONTRIBUTION AGREEMENT (as amended from time to time, this “Agreement”), is entered into effective as of February 12, 2024 (the “Effective Date”), by and among Marpet Capital, LLC, a Delaware limited liability company (“Marpet”), the Martin E. Franklin Revocable Trust under declaration of trust dated December 16, 2014 (the “MEF Trust”), Sababa Holdings FREE LLC, a Delaware limited liability company (“Sababa FREE”), Sababa Partners II LLC, a Delaware limited liability company (“Sababa Partners II”), and Sweet Oak Holdings LP, a Delaware limited partnership (“Sweet Oak LP” and collectively with Marpet, the MEF Trust, Sababa FREE and Sababa Partners II, the “Parties” and each, a “Party”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • August 15th, 2023 • Franklin Martin E • Sugar & confectionery products • New York
In connection with your consideration of a possible negotiated transaction (the “Transaction”) between Sababa Holdings FREE, LLC or one of its controlled affiliates (“you” or “your”) and Whole Earth Brands, Inc. and its subsidiaries (collectively, the “Company”), you have requested certain information regarding the Company. In consideration of your receipt of such information, you agree as follows (this “Agreement”):
Project Domino Incremental Term Loan Facility Commitment LetterAcquisition Agreement • February 13th, 2024 • Franklin Martin E • Sugar & confectionery products
EXHIBIT B SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • May 3rd, 2018 • Franklin Martin E • Miscellaneous chemical products
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below.
EXHIBIT A IRREVOCABLE PROXY AGREEMENTIrrevocable Proxy Agreement • May 3rd, 2018 • Franklin Martin E • Miscellaneous chemical products • Delaware
AGREEMENT, dated as of May 3, 2018 (this “Agreement”), among Martin E. Franklin, an individual resident of the State of Florida (“Franklin”), and Berggruen Holdings Ltd., a British Virgin Islands (“BVI”) business company (“BHL”) owned by Nicolas Berggruen Charitable Trust, a BVI trust.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • February 28th, 2020 • Franklin Martin E • Miscellaneous chemical products
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached and have duly executed this Joint Filing Agreement as of the date set forth below.
LIMITED GUARANTEELimited Guarantee • February 13th, 2024 • Franklin Martin E • Sugar & confectionery products • Delaware
This LIMITED GUARANTEE, dated as of February 12, 2024 (this “Limited Guarantee”), is made by each of (i) Sababa Holdings FREE, LLC, a Delaware limited liability company (the “Parent Guarantor”), (ii) (A) Rhône Partners VI L.P., a Cayman Islands limited partnership, (B) Rhône Offshore Partners VI L.P., a Cayman Islands limited partnership, and (C) Rhône Partners VI (DE) L.P., a Delaware limited partnership (each, a “Rhône Guarantor” and, collectively, the “Rhône Guarantors” and, together with the Parent Guarantor, collectively, the “Guarantors”), in favor of Whole Earth Brands, Inc., a Delaware corporation (the “Company” or “Guaranteed Party”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).
IRREVOCABLE PROXY AGREEMENTIrrevocable Proxy Agreement • January 5th, 2021 • Franklin Martin E • Construction - special trade contractors • Delaware
IRREVOCABLE PROXY AGREEMENT, dated as of January 5, 2021 (as the same may be amended, this “Agreement”), among Martin E. Franklin, an individual resident of the State of Florida (“Franklin”) and each of the undersigned persons named on the signature pages hereto (each, a “Subject Party” and collectively, the “Subject Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 16th, 2023 • Franklin Martin E • Sugar & confectionery products
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this Joint Filing Agreement is attached and have duly executed this Joint Filing Agreement as of the date set forth below.
IRREVOCABLE PROXY AGREEMENTIrrevocable Proxy Agreement • February 28th, 2020 • Franklin Martin E • Miscellaneous chemical products • Delaware
AGREEMENT, dated as of February 27, 2020 (this “Agreement”), among Martin E. Franklin, an individual resident of the State of Florida (“Franklin”) and each of the undersigned persons named on the signature pages hereto (each, a “Subject Party” and collectively, the “Subject Parties”).
EXHIBIT A SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • December 19th, 2017 • Franklin Martin E • Miscellaneous chemical products
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below.
TERMINATION LETTERFranklin Martin E • July 1st, 2020 • Miscellaneous chemical products
AMENDED AND RESTATED IRREVOCABLE PROXY AGREEMENTIrrevocable Proxy Agreement • January 6th, 2021 • Franklin Martin E • Food and kindred products • Virgin Islands
AMENDED AND RESTATED IRREVOCABLE PROXY AGREEMENT, dated as of January 6, 2021 (as the same may be amended, this “Agreement”), among Martin E. Franklin, an individual resident of the State of Florida (“Franklin”) and each of the undersigned persons named on the signature pages hereto (each, a “Subject Party” and collectively, the “Subject Parties”).
Sir Martin E. Franklin Martin E. Franklin Revocable Trust Sababa Holdings FREE, LLC c/o Mariposa Capital Miami Beach, FL 33139Franklin Martin E • February 13th, 2024 • Sugar & confectionery products • Delaware
Reference is made to that certain Agreement of Merger, dated as of the date hereof (the “Merger Agreement”), entered into by and among Whole Earth Brands, Inc., a Delaware corporation (the “Company”), Ozark Holdings, LLC, a Delaware limited liability company, and Sweet Oak Merger Sub, LLC, a Delaware limited liability company. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • January 5th, 2021 • Franklin Martin E • Construction - special trade contractors
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this Joint Filing Agreement is attached and have duly executed this Joint Filing Agreement as of the date set forth below.
LOCK-UP LETTER AGREEMENTLetter Agreement • September 19th, 2016 • Franklin Martin E • Miscellaneous chemical products
The undersigned understands that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement dated September 15, 2016 (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares (the “Stock”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Platform Specialty Products Corporation, a Delaware corporation (the “Company”), and that the Underwriters propose to reoffer the Stock to the public (the “Offering”).
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • June 15th, 2018 • Franklin Martin E • Food and kindred products
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • May 11th, 2022 • Franklin Martin E • Food and kindred products
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below.
