REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 25, 2019, is made and entered into by and among Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), Act II Global LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • June 30th, 2020 • Whole Earth Brands, Inc. • Sugar & confectionery products • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of June 25, 2020, is by and between Whole Earth Brands, Inc., a Delaware corporation (f/k/a Act II Global Acquisition Corp., a Cayman Islands exempted company) (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, in its capacity as the Company’s transfer agent, as the “Transfer Agent”).
Act II Global Acquisition Corp. 26,100,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 26,100,000 Units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,915,000 additional units, if any (the “Option Units”, the Option Units that the Underwriters elect to purchase pursuant to Section 2(b) hereof, together with the Firm Units, being hereinafter called the “Units”).
Act II Global Acquisition Corp.Act II Global Acquisition Corp. • April 5th, 2019 • Blank checks • New York
Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Act II Global LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject to adjustment,
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_], 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Act II Global LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2019 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 25, 2019, by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Act II Global Acquisition Corp. c/o Ellenoff Grossman & Schole LLP New York, NY 10105 Re: Initial Public Offering Gentlemen:Letter Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,015,000 of the Company’s units (including up to 3,915,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to registra
WARRANT AGREEMENTWarrant Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 25, 2019, is by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 1st, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 25, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Act II Global LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • April 16th, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2019, is by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Stock Purchase Agreement by and among Whole Earth Brands, Inc. (a Delaware corporation), WSO Investments, Inc. (a Delaware corporation), WSO Holdings, LP (a Delaware limited partnership), Edward Billington and Son, Limited (a private limited company...Stock Purchase Agreement • December 17th, 2020 • Whole Earth Brands, Inc. • Sugar & confectionery products • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of December 17, 2020, is made by and among (i) Whole Earth Brands, Inc., a Delaware corporation (the “Purchaser”), (ii) WSO Investments, Inc., a Delaware corporation (the “Company”), (iii) WSO Holdings, LP, a Delaware limited partnership (“Holdings LP”), Edward Billington and Son, Limited, a private limited company organized under the laws of England and Wales (“EBS”), WSO Holdings, LLC, a Delaware limited liability company (“Holdings LLC,” and collectively with Holdings LP and EBS, the “Sellers” and each individually a “Seller”) and (iv) Holdings LP, as representative for the Sellers (the “Seller Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
Restricted Stock Agreement under the Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan Grantee: __________________________ No. of Shares: ____________________Restricted Stock Agreement • October 6th, 2020 • Whole Earth Brands, Inc. • Sugar & confectionery products • Delaware
This Agreement (the “Agreement”) evidences the award of ____________ restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the common stock of Whole Earth Brands, Inc., a Delaware corporation (the “Company”), granted to you, _______________________, effective as of ____________ (the “Grant Date”), pursuant to the Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
Baron Small Cap FundSubscription Agreement • February 13th, 2020 • Act II Global Acquisition Corp. • Blank checks
ACT II GLOBAL ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLPAct II Global Acquisition Corp. • May 1st, 2019 • Blank checks • New York
This letter agreement by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Act II Global LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AGREEMENT OF MERGER by and among OZARK HOLDINGS, LLC, SWEET OAK MERGER SUB, LLC and WHOLE EARTH BRANDS, INC. Dated as of February 12, 2024Agreement of Merger • February 13th, 2024 • Whole Earth Brands, Inc. • Sugar & confectionery products • Delaware
AGREEMENT OF MERGER, dated as of February 12, 2024 (as amended, this “Agreement”), by and among Ozark Holdings, LLC, a Delaware limited liability company (“Parent”), SWEET OAK MERGER SUB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Whole Earth Brands, Inc., a Delaware corporation (the “Company” and collectively with Parent and Merger Sub, the “Parties” and each, a “Party”).
PURCHASE AGREEMENT by and among FLAVORS HOLDINGS INC., MW HOLDINGS I LLC, MW HOLDINGS III LLC, MAFCO FOREIGN HOLDINGS, INC. and ACT II GLOBAL ACQUISITION CORP. Dated as of December 19, 2019Purchase Agreement • December 23rd, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • February 13th, 2020 • Act II Global Acquisition Corp. • Blank checks • New York
This Amendment No. 1 to the Purchase Agreement dated as of February 12, 2020 (this “Amendment”), is entered into by and among FLAVORS HOLDINGS INC., a Delaware corporation (“Flavors Holdings”), MW HOLDINGS I LLC, a Delaware limited liability company (“MW Holdings I”), MW HOLDINGS III LLC, a Delaware limited liability company (“MW Holdings III,” and together with MW Holdings I, the “MW Holdings Entities”), MAFCO FOREIGN HOLDINGS, INC., a Delaware corporation (“Mafco Foreign Holdings,” and collectively with the MW Holdings Entities and Flavors Holdings, the “Sellers”), and Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Purchaser”). Each of the Sellers and the Purchaser are herein referred to individually as a “Party” and, collectively, as the “Parties.”
Lucas Bailey Executive Employment AgreementEmployment Agreement • April 10th, 2020 • Act II Global Acquisition Corp. • Sugar & confectionery products
End-of-Term. On or after January 1, 2016, Company may give notice of non-renewal; term extends for 12 months. After December 31, 2016, term extends on one-day-at-a-time basis until notice of non-renewal given; then, term extends for 12 months.
First Amendment to Executive Employment AgreementExecutive Employment Agreement • April 10th, 2020 • Act II Global Acquisition Corp. • Sugar & confectionery products
FIRST AMENDMENT, dated as of May 13, 2015 and effective as of January 1, 2015 (this “Amendment”), to the Executive Employment Agreement dated as of January 1, 2014 (the “Agreement”) by and between Mafco Worldwide Corporation, a Delaware corporation (the “Company”), and Lucas Bailey (the “Executive”).
THIRD AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 9th, 2023 • Whole Earth Brands, Inc. • Sugar & confectionery products • New York
This THIRD AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment Agreement”) is entered into as of October 5, 2023, among Whole Earth Brands, Inc., a Delaware corporation (formerly Act II Global Acquisition Corp., a Cayman Islands exempted company) (the “Borrower”), the other Credit Parties party hereto, the Lenders party hereto (constituting the Required Revolving Lenders) and Toronto Dominion (Texas) LLC, in its capacity as the Administrative Agent under the Loan Agreement (in such capacity, the “Administrative Agent”).
SUBSCRIPTION AGREEMENTWarrant Agreement • February 13th, 2020 • Act II Global Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT is entered into this 12th day of February, 2020 (this “Subscription Agreement”), by and between Act II Global Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Subscriber”).
EQUITY PURCHASE AGREEMENT dated as of November 10, 2020 by and among SWERVE, L.L.C., SWERVE IP, L.L.C., RF DEVELOPMENT, LLC and WHOLE EARTH BRANDS, INC.Equity Purchase Agreement • November 12th, 2020 • Whole Earth Brands, Inc. • Sugar & confectionery products • New York
This Equity Purchase Agreement, dated as of November 10, 2020 (this “Agreement”), is entered into by and among RF Development, LLC, a Louisiana limited liability company (“Seller”), Swerve, L.L.C., a Louisiana limited liability company (“Company One”), Swerve IP, L.L.C., a Louisiana limited liability company (“Company Two,” and together with Company One, the “Companies” and each a “Company”), and Whole Earth Brands, Inc., a Delaware corporation (“Purchaser”).
SECOND Amendment TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 25th, 2023 • Whole Earth Brands, Inc. • Sugar & confectionery products • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is entered into as of April 24, 2023, among Whole Earth Brands, Inc., a Delaware corporation (formerly Act II Global Acquisition Corp., a Cayman Islands exempted company) (the “Borrower”), the other Credit Parties party hereto, the Lenders party hereto (constituting the Required Revolving Lenders) and Toronto Dominion (Texas) LLC, in its capacity as the Administrative Agent under the Loan Agreement (in such capacity, the “Administrative Agent”).
ESCROW AGREEMENTEscrow Agreement • June 30th, 2020 • Whole Earth Brands, Inc. • Sugar & confectionery products • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2020, by and among Whole Earth Brands, Inc. (f/k/a Act II Global Acquisition Corp.), a Delaware corporation (“Purchaser”), Act II Global LLC, a Delaware limited liability company (“Purchaser Sponsor”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).
AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 13th, 2020 • Act II Global Acquisition Corp. • Blank checks • New York
This AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT (this “Amendment”) dated as of February 12, 2020, is made by and among Act II Global LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II”), Flavors Holdings Inc., a Delaware corporation (“Flavors Holdings”), MW Holdings I LLC, a Delaware limited liability company (“MW Holdings I”), MW Holdings III LLC, a Delaware limited liability company (“MW Holdings III”), and Mafco Foreign Holdings, Inc., a Delaware corporation (“Mafco Foreign Holdings” and together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”). The Sponsor, Act II and the Sellers shall be referred to herein from time to time collectively as the “Parties.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 23rd, 2019 • Act II Global Acquisition Corp. • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of December 19, 2019, is made by and among Act II Global LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II”), Flavors Holdings Inc., a Delaware corporation (“Flavors Holdings”), MW Holdings I LLC, a Delaware limited liability company (“MW Holdings I”), MW Holdings III LLC, a Delaware limited liability company (“MW Holdings III”), and Mafco Foreign Holdings, Inc., a Delaware corporation (“Mafco Foreign Holdings” and together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”). Sponsor, Act II and the Sellers shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
December 2, 2020 Jeffrey S. RobinsonWhole Earth Brands, Inc. • May 10th, 2022 • Sugar & confectionery products • New York
Second Amendment to Executive Employment AgreementExecutive Employment Agreement • April 10th, 2020 • Act II Global Acquisition Corp. • Sugar & confectionery products
SECOND AMENDMENT, dated as of February 11, 2017 and effective as of January 1, 2017 (this “Second Amendment”), to the Executive Employment Agreement and Assignment dated as of January 1, 2014 and the First Amendment to Executive Employment Agreement dated as of January 1, 2015 (collectively, the “Agreement”) between Mafco Worldwide Corporation, a Delaware corporation (the “Company”), and Lucas Bailey (the “Executive”).
AMENDMENT NO. 2 TO PURCHASE AGREEMENTPurchase Agreement • May 11th, 2020 • Act II Global Acquisition Corp. • Sugar & confectionery products • New York
This Amendment No. 2 to the Purchase Agreement dated as of May 8, 2020 (this “Amendment”), is entered into by and among FLAVORS HOLDINGS INC., a Delaware corporation (“Flavors Holdings”), MW HOLDINGS I LLC, a Delaware limited liability company (“MW Holdings I”), MW HOLDINGS III LLC, a Delaware limited liability company (“MW Holdings III,” and together with MW Holdings I, the “MW Holdings Entities”), MAFCO FOREIGN HOLDINGS, INC., a Delaware corporation (“Mafco Foreign Holdings,” and collectively with the MW Holdings Entities and Flavors Holdings, the “Sellers”), ACT II GLOBAL ACQUISITION CORP., a Cayman Islands exempted company (the “Purchaser,” and together with the Sellers, the “Original Parties”), and PROJECT TASTE INTERMEDIATE LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Purchaser (“Intermediate Holdco”). Each of the Original Parties and Intermediate Holdco are herein referred to individually as a “Party” and, collectively, as the “Parties.”
LOAN AGREEMENT AMONG WHOLE EARTH BRANDS, INC., AS BORROWER THE FINANCIAL INSTITUTIONS WHOSE NAMES APPEAR AS LENDERS ON THE SIGNATURE PAGES HEREOF, AND TORONTO DOMINION (TEXAS) LLC, AS ADMINISTRATIVE AGENT WITH BOFA SECURITIES, INC., AS SYNDICATION...Loan Agreement • June 30th, 2020 • Whole Earth Brands, Inc. • Sugar & confectionery products • New York
This Loan Agreement (this “Agreement”) is entered into as of June 25, 2020, by and among Whole Earth Brands, Inc., a Delaware corporation (formerly Act II Global Acquisition Corp., a Cayman Islands exempted company) (the “Borrower”), the financial institutions signatory hereto (together with their respective successors and permitted assigns, the “Lenders”) and Toronto Dominion (Texas) LLC, as administrative agent (together with its successors and permitted assigns, the “Administrative Agent”) for itself and on behalf of the Lenders and the Issuing Bank.
Merisant Company 2 SARL Avenue Jean-Jacques Rousseau 7Act II Global Acquisition Corp. • April 10th, 2020 • Sugar & confectionery products
Fourth Amendment to Executive Employment AgreementExecutive Employment Agreement • April 10th, 2020 • Act II Global Acquisition Corp. • Sugar & confectionery products
FOURTH AMENDMENT, dated as of May 8, 2018 and effective as of May 8, 2018 (this “Amendment”), to the Executive Employment Agreement dated as of January 1, 2014, and amended on May 13, 2015, February 11, 2017 and March 2, 2017 (as amended, the “Agreement”) by and between Mafco Worldwide LLC, a Delaware limited liability company (the “Company”), and Lucas Bailey (the “Executive”).
Amendment and RESTaTEMENT AGREEMENTAmendment and Restatement Agreement • February 8th, 2021 • Whole Earth Brands, Inc. • Sugar & confectionery products • New York
This Amended and Restated Loan Agreement (this “Agreement”) is entered into as of June 25February 5, 20202021, by and among Whole Earth Brands, Inc., a Delaware corporation (formerly Act II Global Acquisition Corp., a Cayman Islands exempted company) (the “Borrower”), the financial institutions signatorylenders from time to time party hereto (together with their respective successors and permitted assigns, the “Lenders”) and Toronto Dominion (Texas) LLC, as administrative agent (together with its successors and permitted assigns, the “Administrative Agent”) for itself and on behalf of the Lenders and the Issuing Bank (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 17th, 2022 • Whole Earth Brands, Inc. • Sugar & confectionery products • New York
This Amended and Restated Loan Agreement (this “Agreement”) is entered into as of February 5, 2021, by and among Whole Earth Brands, Inc., a Delaware corporation (formerly Act II Global Acquisition Corp., a Cayman Islands exempted company) (the “Borrower”), the lenders from time to time party hereto (together with their respective successors and permitted assigns, the “Lenders”) and Toronto Dominion (Texas) LLC, as Administrative Agent (as defined below).
