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”).
Project Domino Incremental Term Loan Facility Commitment LetterIncremental Term Loan Facility Commitment Letter • February 13th, 2024 • Franklin Martin E • Sugar & confectionery products
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).
Sir Martin E. Franklin Martin E. Franklin Revocable Trust Sababa Holdings FREE, LLC c/o Mariposa Capital Miami Beach, FL 33139Merger Agreement • February 13th, 2024 • Franklin Martin E • 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.
