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On behalf of the Board of Directors (the “Whole Earth Board”) of Whole Earth Brands, Inc., a Delaware corporation (“Whole Earth Brands” or the “Company”), you are cordially invited to attend a special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Whole Earth Brands. The Special Meeting will be held on [ ], 2024, at [ ], Eastern time. You may attend the Special Meeting by means of remote communications via a live interactive webcast on the internet at [ ]. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt that certain Agreement of Merger, dated as of February 12, 2024 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Ozark Holdings, LLC, a Delaware limited liability company (“Parent”) and Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”) and Whole Earth Brands. Parent and Merger Sub are affiliates of Sababa Holdings FREE LLC (“Sababa”). Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the closing of the transaction, Merger Sub will merge with and into Whole Earth Brands (the “Merger”), with Whole Earth Brands surviving the Merger as a wholly owned subsidiary of Parent. At the Special Meeting, you will also be asked to consider and vote on a proposal to adjourn the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement.

If the Merger is completed, at the effective time of the Merger, each share of Whole Earth Brands’ common stock, par value $0.0001 per share (the “Company Common Stock”), that is outstanding as of immediately prior to the effective time of the Merger, subject to certain exceptions specified in the Merger Agreement, will be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $4.875 per share, without interest thereon. This amount represents an approximately 56% premium to the unaffected closing price of the Common Stock on June 23, 2023, the last full trading day prior to Sababa’s initial $4.00 per share bid.

The proposed Merger is a “going private transaction” under the rules of the Securities and Exchange Commission. If the Merger is completed, Whole Earth Brands will become a privately held company, wholly owned by Parent.

Following the recusal of Whole Earth Board member Mr. Michael Franklin (“Mr. Franklin”), the other six members of the Whole Earth Board (the “Disinterested Directors”) formed a Special Committee comprised solely of three of the Disinterested Directors (the “Special Committee”) to review and evaluate the non-binding proposal received from Sababa in June 2023 and any alternative proposals or other strategic alternatives available to the Company, including maintaining the status quo as a standalone public company. The Special Committee, as more fully described in the enclosed proxy statement, evaluated the Merger with the assistance of outside financial and legal advisors. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders (as defined below) and (2) recommended to the Whole Earth Board that the Whole Earth Board (a) adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (b) recommend that the Company’s stockholders vote for the adoption of the Merger Agreement and the Merger at the Special Meeting. In addition, the Special Committee believes that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Whole Earth Board, acting upon the unanimous recommendation of the Special Committee and following the recusal of Mr. Franklin, (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders, (2) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Company’s stockholders vote for the adoption and approval of the Merger Agreement and the Merger at the Special Meeting. In addition, the Disinterested Directors, on behalf of the Company, believe that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

The Whole Earth Board (excluding Mr. Franklin) recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, and (2) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Your vote is very important, regardless of the number of shares you own. The approval of the proposal to adopt the Merger Agreement requires the affirmative vote of (1) the holders of a majority in voting power of the outstanding Company Common Stock, voting as a single class, and (2) the holders of at least sixty-six and two-thirds percent of the outstanding Company Common Stock held by the Unaffiliated Stockholders. The “Unaffiliated Stockholders” means the holders of Company Common Stock excluding Parent and any “affiliate” or “associate” (in each case, as defined in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”)) of Parent. Each record holder of Company Common Stock is entitled to one (1) vote for each share of Company Common Stock owned of record as of the close of business on [ ] (the “Record Date”). If you fail to vote on the proposal to adopt the Merger Agreement, the effect will be the same as a vote against such proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger, and the other proposals to be considered at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The accompanying proxy statement also describes the actions and determinations of the Disinterested Directors and the Special Committee in connection with their evaluation of, among other things, the Merger Agreement and the Merger. Please read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting in person and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting in person and will have the same effect as a vote against the adoption of the Merger Agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares voted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote against the adoption of the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

[ ]

[ ]

Stockholders call: [ ] (toll-free from the U.S. and Canada) or

[ ] (from other countries)

Banks and brokers call collect: [ ]

Thank you for your support.

Sincerely,

 

Irwin D. Simon

Executive Chairman of the Whole Earth Board

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

Notice is given that a special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Whole Earth Brands, Inc., a Delaware corporation (“Whole Earth Brands” or the “Company”), will be held on [ ], 2024, at [ ], Eastern time, for the following purposes:

Approval of the Merger Proposal requires the affirmative vote of (1) the holders of a majority in voting power of the outstanding shares of Whole Earth’s common stock, par value $0.0001 per share (the “Company Common Stock”), voting as a single class, and (2) the holders of sixty-six and two-thirds percent of the outstanding Company Common Stock held by the Unaffiliated Stockholders (as defined below) in each case, as of the close of business on [  ], the record date fixed by the Board of Directors of the Company (the “Whole Earth Board”) for determining the stockholders entitled to notice of and vote at the Special Meeting (the “Record Date”). The “Unaffiliated Stockholders” means the holders of the Company’s Common Stock excluding Parent and any “affiliate” or “associate” (in each case, as defined in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”)) of Parent. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of Company Common Stock present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote thereon.

The Special Meeting will be held by means of remote communication via a live interactive webcast on the internet at [  ]. The Special Meeting will begin promptly at [  ], Eastern time. Online check-in will begin at [  ], Eastern time, and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form in order to be deemed to be present and vote your shares at the Special Meeting.

Only the Company’s stockholders as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. A list of stockholders of record entitled to vote at the Special Meeting will be available at the Company’s principal place of business during ordinary business hours, or on the electronic network accessible in the same manner as you will access the Special Meeting described above, in either case, for a period of ten (10) days ending on the day before the date of the Special Meeting.

The Whole Earth Board, acting upon the unanimous recommendation of the Special Committee of the Whole Earth Board and following the recusal of Mr. Franklin, recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, and (2) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The Merger Agreement and the Merger are further described in the accompanying proxy statement, which proxy statement is incorporated herein by reference. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and is also incorporated herein by reference.

Company stockholders who do not vote in favor of the proposal to adopt the Merger Agreement and otherwise comply with the requirements under Section 262 of the DGCL will have the right to seek appraisal of the “fair value” of their shares of Company Common Stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $4.875 per share in cash if the Merger is completed, in accordance with Section 262 of the DGCL. To do so, a stockholder must properly demand appraisal before the vote is taken on the Merger Agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement (which is incorporated herein by reference), and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. Section 262 of the DGCL is attached to the proxy statement as Annex C and is also incorporated herein by reference.

Even if you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting in person and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the Merger Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares voted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote against the Merger Proposal.

By Order of the Board of Directors,

Ira W. Schlussel

Vice-President and Chief Legal Officer

Chicago, Illinois

[  ], 2024

 

This proxy statement is dated [  ], 2024 and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about [  ], 2024.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or

accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

2020 LTIP means the Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan, as amended.

Adjournment Proposal means the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Certificate of Merger means a certificate of merger in such form as required by and in accordance with the applicable provisions of the DGCL and DLLCA.

Closing means the closing of the Merger.

Closing Date means the date on which the Closing occurs.

Code means the Internal Revenue Code of 1986, as amended.

Company Common Stock means the shares of common stock, par value $0.0001 per share, of Whole Earth Brands.

Company Warrants means warrants exercisable for one-half of one share of Company Common Stock at a price of $11.50 per whole share, subject to certain adjustments.

Debt Commitment Letter means that certain Incremental Term Loan Facility Commitment Letter, dated February 12, 2024, between Parent, Silver Point Finance, LLC (acting directly or indirectly through its parent or one or more of its direct or indirect affiliates, managed funds or accounts) and Fortress Credit Corp., on behalf of itself and/or as agent on behalf of one or more funds or accounts managed by affiliates of Fortress Credit Corp.

Disinterested Directors means the six disinterested members of the Whole Earth Board other than Mr. Franklin.

Dissenting Shares means all shares of Company Common Stock that are issued and outstanding as of immediately prior to the effective time of the Merger and held by stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and validly exercised and not withdrawn their statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the DGCL.

DGCL means the General Corporation Law of the State of Delaware.

DLLCA means Delaware Limited Liability Company Act.

DOJ means the Antitrust Division of the Department of Justice.

Equity Commitment Letter means that certain Equity Commitment Letter, dated February 12, 2024, between NewCo and Parent.

Exchange Act means the Securities Exchange Act of 1934, as amended.

FTC means the Federal Trade Commission.

Franklin Parties means, collectively (i) Sababa, (ii) Sir Martin E. Franklin, (iii) the Franklin Trust and (iv) NewCo.

Franklin Trust means the Martin E. Franklin Revocable Trust.

GAAP means U.S. generally accepted accounting principles.

Guarantors means Sababa, Rhône Partners VI L.P., a Cayman Islands limited partnership, Rhône Offshore Partners VI L.P., a Cayman Islands limited partnership, and Rhône Partners VI (DE) L.P, a Delaware limited partnership.

HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

IRS means the Internal Revenue Service.

Jefferies means Jefferies LLC.

Limited Guarantee means that certain Limited Guarantee, dated as of February 12, 2024, entered into by Sababa and the Guarantors in favor of Whole Earth Brands.

Mariposa means Mariposa Capital, LLC, a Delaware limited liability company owned by the Franklin Trust and managed by Sir Martin E. Franklin.

Merger means the merger of Merger Sub with and into Whole Earth Brands pursuant to the Merger Agreement in accordance with the applicable provisions of the DGCL and DLLCA, with Whole Earth Brands surviving the Merger as a direct, wholly owned subsidiary of Parent.

Merger Agreement means that certain Agreement of Merger, dated as of February 12, 2024, by and among Whole Earth Brands, Parent, and Merger Sub, as it may be amended, supplemented or modified from time to time.

Merger Proposal means the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Whole Earth Brands, with Whole Earth Brands continuing surviving the Merger as a direct, wholly owned subsidiary of Parent (the “Surviving Corporation”).

Merger Sub means Sweet Oak Merger Sub, LLC, a wholly owned subsidiary of Parent.

Mr. Franklin means Mr. Michael Franklin.

Nasdaq means the Nasdaq Stock Market LLC.

NewCo means Sweet Oak Holdings LP, a newly formed Delaware limited partnership which indirectly owns Parent.

Outside Date means August 12, 2024.

Owned Shares means the Company Common Stock held by Parent and its affiliates, including Sababa.

Parent means Ozark Holdings, LLC, a Delaware limited liability company.

Parent Entities means, collectively, Parent and Merger Sub.

Payment Agent means Continental Stock Transfer & Trust Company, in its capacity as payment agent.

Per Share Price means $4.875 in cash per share of Company Common Stock.

Purchaser Filing Parties means, collectively, Parent, Merger Sub, Mariposa and the Franklin Parties.

Record Date means [ ].

Sababa means Sababa Holdings FREE LLC.

SEC means the United States Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Sir Martin means Sir Martin E. Franklin.

Special Committee means a committee established by the Whole Earth Board comprised solely three of the Disinterested Directors.

Special Meeting means the special meeting of the stockholders of Whole Earth Brands to be held on [ ], 2024 at [ ], Eastern time, and any adjournment or postponement thereof.

Unaffiliated Stockholders means the holders of Company Common Stock excluding Parent and any “affiliate” or “associate” (in each case, as defined in Section 203 of the DGCL) of Parent.

Warrant Agent means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Warrant Agreement.

Warrant Agreement means that certain Amended and Restated Warrant Agreement, dated as of June 25, 2020, by and between the Company and the Warrant Agent.

Whole Earth Brands means Whole Earth Brands, Inc. In addition, the terms “Whole Earth,” “Company,” “we,” “us” and “our” refer to Whole Earth Brands, Inc.

Whole Earth Board means the board of directors of Whole Earth Brands, Inc.

Whole Earth Bylaws means the bylaws of Whole Earth Brands, Inc.

Whole Earth Equity Award means an equity award issued under the 2020 LTIP.

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. The Company encourages you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which Whole Earth refers in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find Additional Information.”

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of Company Common Stock without attending the Special Meeting and to ensure that your shares of Company Common Stock are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, the Company encourages you to submit a proxy as soon as possible.

With respect to the Merger Proposal and the Adjournment Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the presence of a quorum, but such abstention will have the same effect as voting “AGAINST” such proposal.

As of the date of this proxy statement, Parent and its affiliates currently hold 20.78% of the outstanding shares of Company Common Stock and are expected to vote such shares in favor of the Merger Proposal and the Adjournment Proposal. However, approval of the Merger Proposal requires the affirmative vote of both (i) the holders of a majority in voting power of the outstanding Company Common Stock, voting as a single class, and (ii) sixty-six and two-thirds percent of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders.

shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card.

You should read the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Disinterested Directors” for a discussion of the factors that the Special Committee and the Disinterested Directors considered in deciding to recommend and/or approve, as applicable, the approval of the adoption of the Merger Agreement.

In specified circumstances in which the Merger Agreement is terminated, Whole Earth has agreed to pay Parent a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees.”

compensation that is based on or otherwise relates to the Merger and payable to the Disinterested Directors and certain executive officers pursuant to underlying plans and arrangements that are contractual in nature. For further information, see the section of this proxy statement captioned “Special Factors—Interests of Whole Earth’s Directors and Executive Officers in the Merger.”

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Company Common Stock held in “street name.” If you are a beneficial owner of shares of Company Common Stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

If you do not provide your bank, broker or other nominee with voting instructions, your shares will not be voted on any of the proposals, which will have the same effect as if you voted “AGAINST” the Merger Proposal but will have no effect on the outcome of the vote on the Adjournment Proposal, except to the extent affecting the obtaining of a quorum at the meeting.

The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Company Common Stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares of Company Common Stock by proxy. If you are a stockholder of record or if you provide a “legal proxy” to vote shares that you beneficially own, you may vote your shares of Company Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

Even if you plan to attend the Special Meeting as described above, to ensure that your shares will be represented at the Special Meeting, Whole Earth encourages you to promptly sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting as described above and vote at the Special Meeting, your vote will revoke any proxy previously submitted.

If, as of the Record Date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions.

If you hold your shares of Company Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record as of the Record Date and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

the Delaware Court of Chancery to be fair value from the effective date of the Merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment, compounded quarterly. If at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons who wish to seek appraisal of their shares of Company Common Stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for perfecting and exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, which is attached hereto and incorporated by reference as Annex C.

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Stockholders call: [ ] (toll-free from the U.S. and Canada) or

[ ] (from other countries)

Banks and brokers call collect: [ ]

The following chronology summarizes the key meetings and events that led to and immediately followed the signing of the Merger Agreement. This chronology does not catalogue every communication of or among the Whole Earth Board, the Disinterested Directors, the members of the Special Committee, the representatives of the Company, or other parties, including Sababa and its representatives.

On April 18, 2022, Sir Martin and the Franklin Trust filed a Schedule 13G with the SEC disclosing beneficial ownership of 3,232,380 shares of Company Common Stock, representing approximately 7.8% of the then outstanding shares of Company Common Stock.

Mr. Simon, having previously served with Sir Martin on the board of directors of another public company, personally knew Mr. Franklin and was familiar with his education, experience and qualifications. Given the significant amount of Company Common Stock beneficially owned by Sir Martin and the Franklin Trust, as well as Mr. Franklin’s education, experience and qualifications, Mr. Simon determined that it would be in the best interest of the Company and its stockholders to recommend to the Whole Earth Board that Mr. Franklin be appointed as a director of the Company.

A month later, on May 19, 2022, Sir Martin, the Franklin Trust and Sababa (collectively, the “Sababa Holders”) filed an amended Schedule 13G with the SEC disclosing beneficial ownership of 5,766,300 shares of Company Common Stock, representing approximately 13.76% of the then outstanding shares of Company Common Stock.

On August 31, 2022, the Company filed a Current Report on Form 8-K with the SEC disclosing that the Whole Earth Board had appointed Mr. Franklin to serve as a director of the Company effective August 25, 2022. Mr. Franklin was appointed based on his education, experience and qualifications The Form 8-K disclosed that Mr. Franklin is the son of Sir Martin and referenced the beneficial ownership disclosures reflected in the Schedule 13G filed by the Sababa Holders on May 19, 2022. The Form 8-K further disclosed that Mr. Franklin held certain profits interests in Sababa.

On December 12, 2022, the Company announced that Mr. Albert Manzone and the Company mutually agreed that Mr. Manzone would step down from his capacity as Chief Executive Officer and a member of the Whole Earth Board, effective January 1, 2023, and that Mr. Franklin was appointed by the Whole Earth Board to serve as the Company's Interim Chief Executive Officer effective January 1, 2023.

On March 16, 2023, the Sababa Holders filed a Schedule 13D with the SEC disclosing beneficial ownership of 8,416,300 shares of Company Common Stock, representing approximately 19.99% of the then outstanding shares of Company Common Stock. The Schedule 13D disclosed that, as part of its periodic evaluation of its investment in the Company, the Sababa Holders intended to engage in discussions with the Whole Earth Board, other stockholders of the Company and other interested parties that may relate to the business, operations, strategic plans, governance and board composition and the future of the Company.

On June 21, 2023, the Sababa Holders filed an amended Schedule 13D with the SEC disclosing beneficial ownership of 8,905,223 shares of Company Common Stock, representing approximately 21.08% of the then outstanding shares of Company Common Stock.

On June 23, 2023, Sir Martin spoke to Mr. Irwin Simon, Executive Chairman of the Whole Earth Board, to arrange an in-person meeting later that evening. At the in-person meeting, Sir Martin informed Mr. Simon that Sababa would be submitting a proposal to acquire all of the outstanding shares of Company Common Stock not already owned by Sababa for $4.00 per share, payable in cash.

On June 25, 2023, Sir Martin delivered to Mr. Simon, at an in-person meeting, a non-binding proposal for Sababa or one of its affiliates to acquire all of the outstanding shares of Company Common Stock not already owned by the Sababa Holders in an all-cash transaction at a price of $4.00 per share (the “Initial Proposal”). The Initial Proposal stated that any definitive agreement would be subject to the requisite approval of the Company’s other stockholders. Mr. Simon indicated that the Whole Earth Board would convene a meeting to discuss the Initial Proposal. Later that day, Sir Martin electronically transmitted the Initial Proposal to Mr. Simon. Mr. Simon shared the electronic copy of the Initial Proposal with attorneys from DLA Piper LLP (US), legal counsel to the Company (“DLA”).

On June 26, 2023, the Sababa Holders filed with the SEC a further amended Schedule 13D disclosing delivery of the Initial Proposal, a copy of which was attached as an exhibit to the Schedule 13D.

Later on June 26, 2023, Mr. Simon shared the electronic copy of the Initial Proposal with the other members of the Whole Earth Board. The Whole Earth Board held a meeting, also attended by representatives of DLA, to discuss the Initial Proposal. The Whole Earth Board first discussed the conflict of interest posed by Mr. Franklin’s familial relationship with Sir Martin and the profits interests in Sababa held by Mr. Franklin. Following a fulsome discussion by members of the Whole Earth Board, Mr. Franklin determined to recuse himself from any and all future discussions and deliberations of the Whole Earth Board relating to a potential transaction between Sababa or any of its affiliates and the Company. Mr. Franklin then left the meeting. Following Mr. Franklin’s recusal and departure from the meeting, the Whole Earth Board determined that the other members of the Whole Earth Board did not have any material interests in connection with a potential transaction between Sababa or any of its affiliates and the Company.

Also at the June 26, 2023 meeting, following Mr. Franklin’s recusal and departure from the meeting, the Disinterested Directors resolved to form the Special Committee to review and consider the Initial Proposal, and any other strategic alternatives available to the Company, and to deliver a recommendation to the Whole Earth Board from the Special Committee regarding the Company’s response to the Initial Proposal and any other strategic alternatives (the “Process”). The Disinterested Directors resolved that the Special Committee would be comprised of Mr. Steven Cohen, as chairman, Mrs. Denise Faltischek and Mr. Simon, each of whom was determined by the Disinterested Directors to not have any material interests in connection with the Initial Proposal. Additionally, the Disinterested Directors determined to instruct Mr. Franklin to execute an undertaking to the Company, whereby, among other things, Mr. Franklin would acknowledge and agree that he would not participate in any discussions regarding the Process or seek to access, receive or use confidential information of the Company or its subsidiaries for any purpose relating to the Process, or communicate or share any confidential information with any of the Sababa Holders (the “Undertaking”). Following the meeting, Mr. Simon called Sir Martin to inform him that the Disinterested Directors held a meeting to discuss the Initial Proposal.

On June 27, 2023, at the direction of the Disinterested Directors, representatives of DLA sent a draft of the Undertaking to Mr. Franklin. Over the course of the next several weeks, representatives of DLA and representatives of Kane Kessler, P.C., personal legal counsel to Mr. Franklin, attempted to negotiate the terms of the Undertaking.

In addition, on June 27, 2023, the Company filed a Current Report on Form 8-K with the SEC disclosing the Company’s receipt of the Initial Proposal on June 27, 2023.

On June 28, 2023, Sir Martin sent Mr. Simon a text message inquiring about a response to the Initial Proposal. Mr. Simon replied that the Disinterested Directors were in receipt of and evaluating the Initial Proposal.

On June 29, 2023, Mr. Simon received a letter from a Company stockholder urging the Whole Earth Board to conduct a fulsome process to evaluate the Initial Proposal and solicit alternative proposals. Neither Mr. Simon nor any Disinterested Director replied to the stockholder’s letter.

On June 30, 2023, the Disinterested Directors held a meeting to discuss the Process. In addition to the Disinterested Directors, the meeting was also attended by representatives of DLA and, at certain times, representatives of Jefferies. The Disinterested Directors discussed the Process and Mr. Simon’s conversations with various investment banking firms regarding their possible engagement as financial advisor to the Company in connection with the Process. The Disinterested Directors authorized the Special Committee to select and engage a financial advisor on behalf of the Company to advise the Disinterested Directors regarding the Process. Representatives of Jefferies then joined the meeting and reviewed with the Disinterested Directors a summary of certain financial and market analyses related to the Initial Proposal and discussed the approach to and conduct of the Process.

On July 4, 2023, representatives of Jefferies submitted a draft engagement letter to Mr. Simon in connection with Jefferies’ proposed engagement as the financial advisor to the Company in connection with the Process (the “Jefferies Engagement Letter”).

On July 6, 2023, a representative of Jefferies communicated electronically with Mr. Ira Schlussel, Vice President and Chief Legal Officer of the Company, concerning a proposed due diligence request list to be used by representatives of Jefferies to perform financial due diligence on the Company and to begin preparation for due

diligence with potential transaction counterparties. In addition, at the direction of the Special Committee, representatives of Jefferies spoke with Sir Martin to indicate that Jefferies was in the process of being engaged and to hear his perspectives on the Company and the Initial Proposal.

On July 10, 2023, the Special Committee held a meeting with representatives of Jefferies and DLA in attendance. The Special Committee, on behalf of the Disinterested Directors, determined to engage Jefferies as financial advisor to the Company in connection with the Process. Jefferies was selected as the Company’s financial advisor because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in mergers and acquisition transactions and based on its familiarity with the Company’s business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers, acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements. Thereafter, representatives of Jefferies reviewed with the Special Committee an update on the proposed conduct of the Process, an overview of various potential strategic alternatives available to the Company and a preliminary financial analysis of the Company based on publicly available information. Following the meeting, at the direction of the Special Committee, representatives of Jefferies began to contact a selection of potentially interested strategic and financial bidders, indicating to each that the Special Committee was in early stages of its strategic review and that no decisions had been made in connection therewith, including with regard to a potential sale of the Company.

On July 11, 2023, a representative of DLA circulated a revised draft of the Jefferies Engagement Letter to a representative of Jefferies. Later the same day, the Company filed a Current Report on Form 8-K with the SEC and published a press release announcing the appointment of Jefferies as the financial advisor to the Company to assist the Special Committee in the review and evaluation of the Initial Proposal as well as any other proposals or strategic alternatives available to the Company, including remaining a standalone publicly traded company.

On July 14, 2023, the Disinterested Directors held a meeting attended by representatives of DLA and Jefferies to discuss the status of the Process. Additionally, at the request of the Disinterested Directors, representatives of Jefferies reviewed with the Disinterested Directors a preliminary summary of the Initial Proposal and provided an update with regards to initial discussions between representatives of Jefferies and Sababa.

On July 15, 2023, at the direction of the Special Committee, representatives of Jefferies spoke with Sir Martin and representatives of Citi to discuss the Initial Proposal and the anticipated Process.

On July 16, 2023, at a meeting also attended by representatives of DLA, the Disinterested Directors (i) reviewed and resolved to adopt the formal charter of the Special Committee and (ii) in light of, among other things, Mr. Franklin’s failure to return the executed Undertaking, also resolved to place Mr. Franklin on a paid leave of absence from his role as Chief Executive Officer of the Company and appoint Mr. Rajnish Ohri and Mr. Jeffrey Robinson as Interim Co-Chief Executive Officers of the Company, effective immediately.

On July 17, 2023, the Company filed a Current Report on Form 8-K with the SEC and published a press release announcing Mr. Franklin’s paid leave of absence from his role as Chief Executive Officer and the appointment of Messrs. Ohri and Robinson as Interim Co-Chief Executive Officers of the Company.

On July 18, 2023, Sir Martin called Mr. Simon to inquire about an update regarding the Initial Proposal. Mr. Simon informed Sir Martin that he could not at that time discuss the Initial Proposal with Sir Martin. Later the same day, representatives of Jefferies sent a revised version of the Jefferies Engagement Letter to DLA.

On July 26, 2023, the Company and Jefferies executed the Jefferies Engagement Letter. Later that same day, at the direction of the Special Committee representatives of Jefferies met with Sir Martin and representatives of Citi to discuss the Company, the Initial Proposal and the Special Committee’s approach to and expectations for the Process.

On July 27, 2023, members of the Special Committee and a representative of DLA held a telephonic meeting to discuss the status of the Process.

On August 1, 2023, the Whole Earth Board held a regularly scheduled meeting (which Mr. Franklin did not attend), also attended by various members of the Company’s management and a representative of DLA. Among other matters, a topic for discussion at the meeting was the projections prepared by management to be provided to potential bidders (the “September Projections”), including the key assumptions underlying the September Projections and the risks and opportunities affecting the Company’s businesses (such projections, which included

the September Projections, are summarized under the header “Projections” in the section of this proxy statement captioned “—Unaudited Prospective Financial Information”). The Disinterested Directors discussed with and asked questions of management regarding the September Projections, including the underlying assumptions and the risks and opportunities affecting the Company’s businesses. The participants also discussed the initial due diligence request list provided by representatives of Jefferies to the Company. The Initial Proposal was not discussed at the meeting. Following the meeting, the Company’s management continued to refine the September Projections.

On August 2, 2023, the Special Committee held a meeting attended by representatives of DLA and Jefferies to discuss the Process. Representatives of Jefferies informed the Special Committee that they had, as requested by the Special Committee, met with Sir Martin and his financial advisor to discuss the Initial Proposal on July 26, 2023, wherein Sir Martin reiterated Sababa’s interest in acquiring the Company. Representatives of Jefferies then reviewed with the Special Committee the results of Jefferies’ preliminary outreach to date to approximately thirty potential bidders and indicated that a number of those contacted expressed some level of interest in exploring a potential transaction with the Company.

On August 4, 2023, at the direction of the Special Committee, representatives of Jefferies circulated a proposed non-disclosure agreement to Sir Martin relating to Sababa’s due diligence review of the Company in connection with the Initial Proposal, and simultaneously began providing a draft non-disclosure agreement to potential alternative transaction partners that had expressed interest in learning more about the Company. On August 5, 2023, Sir Martin returned a revised draft of the non-disclosure agreement to representatives of Jefferies, which draft was then shared with representatives of DLA. Between August 5 and August 14, 2023, representatives of DLA and Greenberg Traurig, P.A., legal counsel to Sababa (“GT”), exchanged proposed drafts of the non-disclosure agreement, which included customary confidentiality obligations as well as a standstill provision, pursuant to which, among other things, the Sababa Holders (and its controlled affiliates) agreed not to take certain actions, including (i) proposing any stockholder proposal or engaging in a proxy solicitation involving the Company until February 14, 2024 and (ii) publicly proposing any acquisition or tender offer or joining or participating in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) until August 14, 2024. Sababa and the Company executed the non-disclosure agreement on August 14, 2023.

On August 8, 2023, the Special Committee held a meeting, attended by Mr. Schlussel as well as Mr. Ira Lamel, a member of the Whole Earth Board, to discuss the current status of the Process and Company management’s efforts to populate a preliminary data room for use by representatives of Jefferies with potentially interested bidders.

On August 15, 2023, the Sababa Holders filed a further amended Schedule 13D disclosing entry into a non-disclosure agreement with the Company, a copy of which was attached as an exhibit to the Schedule 13D.

On August 15, 2023, the Special Committee held a meeting, attended by representatives of Jefferies, to discuss the current status of the Process, including representatives of Jefferies’ outreach to various strategic and financial parties (other than Sababa or its affiliates). Members of the Special Committee and representatives of Jefferies discussed Company management’s preparation of the September Projections and the preparation of the virtual data room to support the due diligence review of potential bidders (including Sababa and its affiliates and advisors), as well as the timeline for soliciting indications of interest from potential bidders.

On August 24, 2023, the Company’s management shared a revised version of the September Projections with the Special Committee. The Special Committee reviewed and discussed the revised September Projections and provided feedback to the Company’s management, after which the Company’s management continued to refine the September Projections.

On August 29, 2023, representatives of GT sent an email to representatives of DLA to provide notice, as required under the terms of the non-disclosure agreement between the Company and Sababa, that Sababa intended to disclose confidential information relating to the Company and the proposed transaction to certain proposed representatives, including Rhône Capital VI L.P. (“Rhône”), each of whom had agreed to be bound by the terms of the non-disclosure agreement and would be deemed to be “Representatives,” as such term was defined in the non-disclosure agreement, of Sababa going forward.

On September 11, 2023, the Disinterested Directors held a meeting attended by members of the Company’s management and a representative of DLA. Following a discussion of regular agenda items, the Disinterested

Directors met in executive session without management present, at which time Mr. Cohen provided the Disinterested Directors with an update on the status of representatives of Jefferies’ outreach to various strategic and financial bidders (other than Sababa or its affiliates) to determine such parties’ interest in a potential transaction with the Company as part of the Process.

Between approximately August 7, 2023 and September 19, 2023, at the direction of the Special Committee, representatives of Jefferies continued to have conversations with an increasingly broad range of potential strategic and financial bidders (other than Sababa or its affiliates) and circulated non-disclosure agreements to those parties who expressed interest in continuing to evaluate a possible transaction involving the Company. These non-disclosure agreements were further negotiated between DLA and legal counsel for such parties, resulting in the execution of non-disclosure agreements with ten additional parties (other than Sababa or its affiliates) by September 19, 2023.

On September 19, 2023, the Company’s management finalized the September Projections, which were subsequently reviewed by the Special Committee and approved for Jefferies’ use. The Special Committee authorized representatives of Jefferies to share the September Projections with potential bidders who previously executed non-disclosure agreements. Later the same day, representatives of Jefferies began distribution of a confidential information memorandum including the September Projections to the eleven parties (inclusive of Sababa and its representatives, including Rhône) who previously executed non-disclosure agreements related to the Process. In addition, these eleven parties (including Sababa) were offered access to an initial data room established by the Company.

On September 28, 2023, Mr. Franklin communicated by electronic means to Mr. Simon that he was considering resigning as Chief Executive Officer of the Company. Mr. Simon discussed the email with a representative of DLA and then, on October 1, 2023, communicated the contents of Mr. Franklin’s email electronically to the Disinterested Directors. Certain of the Disinterested Directors proceeded to discuss by electronic and telephonic means Mr. Franklin’s possible resignation.

On October 6, 2023, Mr. Franklin sent a letter to Mr. Simon whereby he resigned as Chief Executive Officer of the Company alleging the material diminution of his duties and authority when the Whole Earth Board placed him on a leave of absence from his role as Chief Executive Officer of the Company on July 16, 2023, which, Mr. Franklin determined, warranted termination for Good Reason (as defined in his offer letter dated April 3, 2023). As of the date of this filing, the disagreement regarding the nature of Mr. Franklin's resignation, as Chief Executive Officer of the Company, remains unresolved.

On October 9, 2023, the Whole Earth Board held a meeting, attended by a representative of DLA, to discuss Mr. Franklin’s resignation as Chief Executive Officer of the Company. With Mr. Franklin abstaining, the Whole Earth Board determined to accept Mr. Franklin’s resignation as Chief Executive Officer of the Company but disagreed with Mr. Franklin’s categorization of the resignation as being for good reason. In addition, the Whole Earth Board resolved, with Mr. Franklin abstaining, to appoint Mr. Ohri and Mr. Robinson as the Company’s Co-Chief Executive Officers, effective immediately. On October 11, 2023, the Company filed a Current Report on Form 8-K with the SEC disclosing Mr. Franklin’s resignation as Chief Executive Officer of the Company, as well as the appointment of Messrs. Ohri and Robinson as the Company’s Co-Chief Executive Officers.

Also on October 9, 2023, at the direction of the Special Committee, representatives of Jefferies distributed a formal process letter to seven potential transaction partners (other than Sababa or its affiliates) who had previously executed non-disclosure agreements and received the confidential information memorandum and had not yet declined to participate in a potential transaction with the Company, which letter specified the information requested to be provided in an initial indication of interest by any such parties and requested submission of initial indications of interest by October 23, 2023.

On October 16, 2023, the Special Committee held a meeting, attended by representatives of DLA and Jefferies, to discuss the status of representatives of Jefferies’ outreach to various strategic and financial bidders (other than Sababa or its affiliates). Representatives of Jefferies reviewed with the Special Committee the Company’s potential strategic alternatives and feedback received from the parties whom representatives of Jefferies had contacted regarding interest in a potential transaction with the Company (other than Sababa and its affiliates), as well as Jefferies’ updated preliminary financial analysis of the Company based on the September Projections.

On October 24, 2023, representatives of Jefferies circulated by electronic means to the Special Committee an update regarding the status of representatives of Jefferies’ outreach to various strategic and financial bidders (other than Sababa or its affiliates) to determine such parties’ interest in a potential transaction with the Company as part of the Process, which indicated that, following the expiration of the October 23, 2023 deadline for receipt of initial indications of interest from potential bidders, no such indications had been received from any such parties, and the majority of previously active parties had formally declined to participate in a potential transaction with the Company.

On November 4, 2023, the Special Committee held a meeting, with representatives of Jefferies in attendance, wherein representatives of Jefferies reviewed with the Special Committee an update on the Process and Jefferies’ updated preliminary financial analysis of the Company based on the September Projections.

On November 7, 2023, at the direction of the Special Committee, representatives of Jefferies delivered to Sababa an estimate of the Company’s transaction expenses in connection with the proposed transaction, including financial advisor and legal fees as well as certain change of control and transaction bonuses that would be payable to certain members of the Company’s management in connection with the proposed transaction.

On November 8, 2023, members of the Special Committee and representatives of Jefferies met with Sir Martin to discuss the Initial Proposal. Representatives of Rhône also attended the meeting, at Sir Martin’s invitation. At the meeting, Sir Martin indicated that Sababa might be willing to increase the proposed purchase price from $4.00 per share to $4.50 per share, with an openness to potentially increasing the purchase price further, subject to satisfactory completion of due diligence and securing debt and equity financing. The participants also discussed generally the estimate of the Company’s transaction expenses delivered by representatives of Jefferies to Sababa on November 7, 2023. The members of the Special Committee present indicated that, while the Special Committee would not support a transaction at either $4.00 or $4.50, the Special Committee would consider the Company entering into an exclusivity agreement with Sababa in order to allow Sababa to continue to conduct more comprehensive due diligence in furtherance of a potential further price increase pursuant to a definitive, fully financed proposal.

On November 9, 2023, representatives of GT communicated electronically with representatives of DLA concerning the preparation of an exclusivity agreement between the Company and Sababa (the “Exclusivity Agreement”). Between November 9, 2023 and November 15, 2023, representatives of DLA and GT, with input from their respective clients, negotiated the Exclusivity Agreement. On November 15, 2023, the Company and Sababa executed the Exclusivity Agreement, which provided for a 45-day exclusivity period and included customary restrictions on the Company’s ability to solicit or facilitate any inquiries or offers from any parties (other than Sababa or its affiliates) during the exclusivity period. Upon entry into the Exclusivity Agreement, and in furtherance of its obligations thereunder, the Company and its representatives, including Jefferies, terminated all solicitation of other potential transaction parties (other than Sababa and its affiliates), noting that all parties that had previously engaged in the Process to date had, by this time, declined to participate in a potential transaction with the Company.

On November 22, 2023, representatives of GT sent an email to representatives of DLA to provide notice, as required under the terms of the non-disclosure agreement between the Company and Sababa, that Sababa intended to disclose confidential information relating to the Company and the proposed transaction to Citi as its potential lead M&A financial advisor, who had agreed to be bound by the terms of the non-disclosure agreement and would be deemed to be a “Representative” of Sababa going forward.

Between November 30, 2023 and January 11, 2024, representatives of Sababa and of its potential debt financing sources conducted due diligence of the Company through the review of documents provided by the Company’s management in the virtual data room as well as numerous telephonic conversations and an in-person management presentation concerning specific aspects of the Company’s business, including finance, sales and marketing, human resources, environmental and legal matters. During this period, there were numerous and regular communications between the Company’s advisors and Sababa’s advisors and representatives, including representatives of Citi and Rhône, to facilitate the due diligence and financing process in relation to the potential transaction.

On December 1, 2023, the Company’s management provided the Special Committee with revised projections which incorporated updated operating and financial results generated by the Company subsequent to the finalization of the September Projections (the “December Projections”) (such projections, including the

December Projections, are summarized under the header “Projections” in the section of this proxy statement captioned “—Unaudited Prospective Financial Information”). The Special Committee reviewed and discussed the December Projections with management and subsequently approved the December Projections for Jefferies’ use. Following these discussions, the Special Committee authorized representatives of Jefferies to provide the December Projections to Sababa.

On December 6, 2023, members of the Company’s management (telephonically and in-person), with the assistance of representatives of Jefferies, provided a presentation at the New York City office of DLA to representatives of Sababa. Certain members of the Special Committee also attended the presentation telephonically, as did representatives of Rhône and Citi (telephonically and in-person), at Sababa’s invitation. The Company’s management discussed the historical and projected performance of various aspects of the Company’s business (including the December Projections) and provided the representatives of Sababa and Rhône with the opportunity to ask and receive answers to various questions concerning the presentation.

On December 8, 2023, the Special Committee held a meeting attended by representatives of Jefferies wherein the attendees discussed the management presentation and feedback received by representatives of Jefferies following the management presentation on December 6, 2023.

On December 11, 2023, the Disinterested Directors held a meeting attended by certain members of the Company’s management to discuss the management presentation and feedback received by representatives of Jefferies.

On December 12, 2023, given the significant number of outstanding due diligence requests, Sababa submitted to representatives of Jefferies, which was then shared with the Special Committee, a request to extend the term of the Exclusivity Agreement to January 15, 2024 to allow for completion of due diligence and definitive financing commitments, and re-confirmed its prior verbal indication of a potential increase of its offer price to $4.50 per share, subject to further due diligence.

On December 15, 2023, the Special Committee held a meeting attended by representatives of Jefferies wherein representatives of Jefferies reviewed with the Special Committee an update regarding the status of the Process, including Sababa’s request to extend the Exclusivity Agreement, and the progress and remaining scope of Sababa’s due diligence work.

On December 22, 2023, the Special Committee held a meeting to discuss the Process and Sababa’s request to extend the term of the Exclusivity Agreement. The Special Committee resolved not to extend the term of the Exclusivity Agreement, considering, among other factors, the lack of a further increase in the purchase price proposed by Sababa. However, the Special Committee agreed to allow Sababa to continue its due diligence in order to facilitate the submission by Sababa of an improved, definitive and fully financed proposal.

On January 3, 2024, the Special Committee held a meeting attended by representatives of Jefferies to discuss the status of the Process and various potential strategic alternatives following the expiration of the Exclusivity Agreement on December 30, 2023, including the possibility of resuming outreach to potentially interested parties (other than Sababa or its affiliates) to determine such parties’ interest in a potential transaction with the Company. At the direction of the Special Committee, representatives of the Company and Jefferies actively reinitiated and pursued dialog with several of the parties that had previously declined to participate in the Process, as well as with a new financial party that had recently made an inbound inquiry to representatives of Jefferies about the Company, and with an intermediary that had expressed potential interest on behalf of certain of its clients in a portion of the Company’s business. Following these discussions, none of the additional parties progressed to any indication of interest in the Company.

On January 10, 2024, Citi was engaged as lead M&A financial advisor to Parent in connection with a potential transaction with the Company.

On January 16, 2024, Sababa delivered to the Whole Earth Board by electronic means an updated non-binding proposal to acquire all of the outstanding shares of Company Common Stock not already owned by Sababa in an all-cash transaction at a price of $4.50 per share (the “January 16 Proposal”). The January 16 Proposal requested that the Whole Earth Board confirm its intention to move forward with a transaction with Sababa by 8:30 a.m., Eastern time, on January 18, 2024. Substantially concurrently, representatives of GT electronically circulated to representatives of DLA a draft of the proposed Merger Agreement and an executed copy of the

Debt Commitment Letter. Subsequent to the delivery of the January 16 Proposal, Sababa’s representatives verbally indicated to representatives of Jefferies Sababa’s willingness to consider an increase of its proposal to a price of $4.75 per share, subject to satisfactory completion of due diligence, which representatives of Jefferies subsequently communicated to the Special Committee.

On January 17, 2024, the Special Committee held a meeting with representatives of Jefferies to discuss the January 16 Proposal. Representatives of Jefferies informed the Special Committee that, over the course of the Process to date, representatives of Jefferies had contacted more than sixty parties concerning their interest in a potential transaction with the Company. A total of eleven parties (including Sababa) executed non-disclosure agreements with the Company and received copies of a confidential information memorandum. Of those eleven parties (including Sababa), six parties (including Sababa) accessed the virtual data room prepared by the Company’s management in connection with the Process. However, other than Sababa, none of the eleven parties who entered into non-disclosure agreements with the Company or the six parties who accessed the virtual data room ultimately submitted an indication of interest, and the new outreach discussions following the expiration of the Exclusivity Agreement had not yielded any additional actionable interest in the Company. Representatives of Jefferies then reviewed with the Special Committee Jefferies’ updated preliminary financial analysis of the Company based on the December Projections and a summary of the January 16 Proposal. At the conclusion of the meeting, the Special Committee agreed to meet as soon as possible with Sababa and its representatives to discuss the January 16 Proposal, including the potential to further increase the offer price.

Later on January 17, 2024, members of the Special Committee and a representative of ICR, LLC, the Company’s strategic communications advisor, held a call with a representative of Notch View Management, LLC and its affiliated funds (collectively, “Notch View”). Notch View had filed on January 3, 2024 an amended Schedule 13D with the SEC disclosing beneficial ownership of approximately 5.9% of the then outstanding shares of Company Common Stock, indicating that Notch View intended to have conversations with members of the Company’s management and the Whole Earth Board regarding possible enhancement of stockholder value. The filing also included as an exhibit a letter sent by Notch View on January 3, 2024 to the Whole Earth Board and members of the Company’s management encouraging the Company to negotiate with potential acquirors in pursuit of an immediate sale of the Company. On the call, the representative of Notch View reiterated the view expressed in its letter to the Whole Earth Board and the Company’s management that the Company should pursue an immediate sale transaction and indicated a willingness to take more aggressive action if a transaction involving the Company failed to be consummated.

On January 19, 2024, members of the Special Committee and representatives of Jefferies met in-person with Sir Martin (who also invited a representative of Rhône). In the meeting, the members of the Special Committee and the representatives of Jefferies discussed the Company’s business and outlook and communicated that neither a price of $4.50 nor $4.75 per share would be supported by the Special Committee. After further discussion between the parties, Sir Martin verbally informed the members of the Special Committee that Sababa would be willing to increase its proposed purchase price to $4.875 per share and that such proposal would be its best and final offer, conditioned on a recommendation from the Special Committee to the Whole Earth Board that it approve and accept the increased proposal (the “Final Proposal”). Sir Martin further indicated that if the Final Proposal were not approved by the Whole Earth Board, Sababa would withdraw its proposal, would no longer pursue the proposed transaction and would file an amended Schedule 13D to reflect such decision, as required by the SEC rules. The members of the Special Committee in attendance indicated to the other attendees that the Special Committee would promptly meet in full to discuss the Final Proposal.

On January 20, 2024, the Special Committee held a meeting to discuss the Final Proposal and determined to recommend to the Disinterested Directors that the Special Committee proceed to negotiate definitive documentation concerning the Final Proposal.

On January 21, 2024, the Disinterested Directors held a meeting attended by representatives of DLA and Jefferies to discuss the Final Proposal. At the request of the Disinterested Directors, representatives of Jefferies reviewed with the Disinterested Directors a summary of the outreach to potentially interested bidders in the Process, Jefferies’ updated preliminary financial analysis of the Company based on the December Projections and a summary of the Final Proposal. Following discussion of the results of the Process to date, the Disinterested Directors resolved to instruct the Special Committee, representatives of Jefferies and representatives of DLA to immediately commence negotiations of the definitive documentation concerning the Final Proposal with representatives of Sababa.

On January 23, 2024, the Whole Earth Board held a regularly scheduled meeting to discuss, among other things, the Company’s fiscal year 2024 annual budget. In addition, the Whole Earth Board discussed and confirmed its intention to proceed with negotiations of the definitive documentation concerning the Final Proposal. The approved budget and related presentation materials were subsequently provided to Sababa and its representatives in the virtual data room.

On January 24, 2024, representatives of Sababa delivered electronically to the Whole Earth Board a letter memorializing the Final Proposal.

On January 25, 2024, representatives of DLA circulated electronically to representatives of GT a revised draft of the Merger Agreement. The following day, representatives of both counsels held a telephonic meeting to discuss certain material terms of the draft Merger Agreement and related transaction documents, including Sababa’s proposed financing structure, the amount of the reverse termination fee that would be payable by Sababa if the proposed transaction was not completed as a result of a financing failure, the limited guarantee to be provided by Sababa to the Company with respect to the proposed reverse termination fee, and the parties’ expense reimbursement obligations if the proposed transaction was not consummated. In particular, representatives of DLA communicated the Special Committee’s proposal that the reverse termination fee be increased from $20 million, as originally proposed by Sababa, to an amount equal to 10% of the Company’s enterprise value; that the limited guarantee be provided by Sababa and Rhône, jointly and severally; and that Sababa reimburse the Company for its transaction expenses in the event that the proposed transaction was not approved by the Company’s stockholders.

On January 28, 2024, members of the Special Committee held a telephonic meeting with representatives of DLA to discuss certain material terms in the draft Merger Agreement and related transaction documents, including the reverse termination fee amount, the structure of the limited guarantee, and the proposed expense reimbursement in the event of a failed transaction.

Between January 27, 2024 and January 31, 2024, representatives of GT and DLA held a series of telephone conversations to negotiate certain terms of the Merger Agreement requiring particular subject matter expertise.

On January 31, 2024, representatives of DLA and GT held a telephonic meeting to discuss certain material terms of the draft Merger Agreement and related transaction documents, including the size of the proposed reverse termination fee, the structure of the limited guarantee, and the parties’ expense reimbursement obligations in the event of a failed transaction. In particular, representatives of GT communicated Sababa’s proposal that the reverse termination fee be equal to $30 million, that the limited guarantee be provided by Sababa and Rhône severally (and not jointly and severally), and that neither party be required to reimburse the other party’s transaction expenses in the event the proposed transaction was not approved by the Company’s stockholders. Later the same day, representatives of GT circulated to representatives of DLA a revised draft of the Merger Agreement as well as drafts of the limited guarantee and the financing documents.

Also on January 31, 2024, the Company’s management provided the Special Committee with revised projections which incorporated the previously approved fiscal year 2024 annual budget of the Company into the December Projections (the “February Projections”) (such projections, including the February Projections, are summarized under the header “Projections” in the section of this proxy statement captioned “—Unaudited Prospective Financial Information”). The Special Committee reviewed and discussed the February Projections with Company management. Following these discussions, on February 2, 2024, the Special Committee approved the February Projections for Jefferies’ use in connection with its financial analyses.

On February 2, 2024, representatives of DLA and GT held a telephonic meeting to discuss open issues in the draft Merger Agreement, including the size of the reverse termination fee and other proposed remedies applicable in the event of a failed transaction. In particular, representatives of DLA communicated the Special Committee’s proposal that the reverse termination fee be equal to $45 million. DLA also proposed a cooperation agreement to be entered into between the Sababa Holders and the Company to govern certain governance matters in the event that the transaction failed to be consummated (the “Letter Agreement”).

Later that same day, the Special Committee held a meeting to review and discuss proposed revisions to the draft Merger Agreement and provided direction to DLA. Later still, a member of the Special Committee and a representative of Sababa held a telephonic meeting to discuss the proposed Letter Agreement.

On February 4, 2024, representatives of DLA sent to representatives of GT revised drafts of the Merger Agreement, the limited guarantee and the financing documents. In addition, representatives of DLA sent to representatives of GT draft agreements with respect to certain change of control and transaction bonuses that would be payable to members of the Company’s management in connection with the proposed transaction, including the proposed amount of such bonuses.

Later that same day, Sir Martin and a member of the Special Committee held a telephone conversation to discuss open issues under the draft Merger Agreement and related transaction documents, including the Letter Agreement, which primarily related to the allocation of certain transaction expenses and directors’ and officers’ liability insurance coverage.

On February 5, 2024, the Special Committee, representatives of Sababa and representatives of Jefferies, Citi, DLA and GT held a telephonic meeting to discuss open issues in the draft Merger Agreement, limited guarantee and financing documents and the proposed Letter Agreement, primarily related to the allocation of certain transaction expenses and directors’ and officers’ liability insurance coverage.

On February 6, 2024, representatives of DLA sent a further revised draft of the Merger Agreement to representatives of GT. Later that same day, the Company and Parent entered into a non-disclosure agreement pursuant to which certain financial information of Parent was provided to representatives of Jefferies and DLA in connection with the Special Committee’s review of Parent’s financial ability to pay the proposed reverse termination fee under the Merger Agreement. In addition, a member of the Special Committee held telephone conversations with Sir Martin to discuss and resolve certain open items in the Merger Agreement and the proposed Letter Agreement, primarily the allocation of certain transaction expenses and directors’ and officers’ liability insurance coverage.

On February 7, 2024, representatives of GT circulated a revised draft of the Merger Agreement to representatives of DLA. The proposed changes included, among other things, a reverse termination fee of $40 million, which amount was ultimately accepted by the Special Committee.

Between February 7 and February 11, 2024, representatives of DLA and GT negotiated and exchanged several drafts of the Merger Agreement and related transaction documents.

On February 11, 2024, members of the Special Committee held a telephone conversation with a representative of Sababa (in which a representative of Rhône also participated, at the invitation of the Sababa representative) to discuss open issues in the draft Merger Agreement and related transaction documents including the treatment of certain transaction expenses and directors’ and officers’ liability insurance coverage. The parties ultimately agreed to split certain transaction expenses and to cooperate to obtain “tail” coverage of at least the same coverage and amounts as already in existence at the lowest premium available.

Between February 11, 2024 and February 12, 2024, legal counsels finalized the definitive documentation concerning the Final Proposal.

On February 12, 2024, the Special Committee held a meeting attended by representatives of Jefferies and DLA wherein the Special Committee reviewed the Merger Agreement and discussed the financial and legal terms of the proposed transaction with the representatives of DLA and Jefferies in attendance. Representatives of Jefferies reviewed with the Special Committee Jefferies’ financial analysis of the Company based on the February Projections and a summary of the Final Proposal. After further discussion, including a discussion regarding the various factors described in the section of this proxy statement captioned “—Reasons for the Merger; Recommendations of the Special Committee and the Disinterested Directors,” the Special Committee unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby were fair and in the best interests of the Company and the holders of Company Common Stock (other than Parent and its affiliates), (ii) resolved to recommend to the Whole Earth Board that the Whole Earth Board adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, and (iii) resolved to recommend to the Whole Earth Board that the Whole Earth Board recommend that the holders of Company Common Stock vote for the adoption of the Merger Agreement and the transactions contemplated thereby at the Special Meeting.

Immediately following the Special Committee meeting, on February 12, 2024, the Whole Earth Board held a meeting attended by representatives of Jefferies and DLA. Mr. Franklin was initially in attendance but recused himself and left the meeting promptly. Following Mr. Franklin’s recusal and departure from the meeting, the

remaining members of the Whole Earth Board reviewed the Merger Agreement and discussed the financial and legal terms of the transaction with the representatives of DLA and Jefferies in attendance. Representatives of Jefferies then reviewed Jefferies’ financial analysis of the Company based on the February Projections and a summary of the Final Proposal. Thereafter, Jefferies rendered its opinion to the effect that, as of February 12, 2024 and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Per Share Price to be received by the holders of shares of Company Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates). The representative of Jefferies then answered questions posed by the members of the Whole Earth Board in attendance related to the financial terms of the Merger Agreement. Following this discussion, a representative of DLA answered questions from the members of the Whole Earth Board in attendance regarding the legal terms of the Merger Agreement and certain other legal matters to be considered for approval by the members of the Whole Earth Board in attendance, including the Transaction Bonus Agreements, the Change in Control and Severance Agreements, the special one-time fees payable to the Disinterested Directors and the members of the Special Committee in recognition of their efforts during the Process and the Simon Consulting Agreement. After further discussion, including a discussion regarding the various factors described in the section of this proxy statement captioned “—Reasons for the Merger; Recommendations of the Special Committee and the Disinterested Directors,” the Whole Earth Board (excluding Mr. Franklin) unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby were fair to and in the best interests of the Company and the holders of Company Common Stock (other than the Parent and its affiliates), (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, (iii) resolved to recommend that the holders of Company Common Stock vote for the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (iv) approved the Transaction Bonus Agreements, (v) approved the Bonus and Severance Change in Control Agreements, (v) approved the one-time fees payable to the Disinterested Directors and the members of the Special Committee in recognition of their efforts during the Process, and (vi) with Mr. Simon abstaining, approved the Simon Consulting Agreement.

Following these meetings, on the evening of February 12, 2024, a member of the Special Committee, representatives of Sababa and representatives of DLA and GT held a telephonic meeting (in which representatives of Rhône also participated at the invitation of Sababa’s representatives) to discuss the process and timing for execution and delivery of the Merger Agreement and related transaction documents. Following such meeting, the parties executed the Merger Agreement and related definitive documentation, including the Letter Agreement, on the evening of February 12, 2024. Pursuant to the Letter Agreement, (i) the Sababa Holders agreed not to nominate any candidate for election to the Whole Earth Board, or participate in any proxy solicitation related to the election of directors, at the 2024 annual meeting of stockholders, (ii) the Company agreed to hold the 2024 and 2025 annual meetings of stockholders within the time frames set forth in the Letter Agreement, and (iii) the Sababa Holders and the Company agreed to cooperate in connection with any stockholder communications, press releases and other public announcements regarding the termination.

On February 13, 2024, prior to the open of trading on Nasdaq, the Company published a press release announcing the execution of the Merger Agreement and related documentation. Following the close of trading on Nasdaq the same day, the Company filed a Current Report on Form 8-K with the SEC disclosing, among other things, its entry into the Merger Agreement. Shortly thereafter, the Sababa Holders filed a further amended Schedule 13D to disclose Sababa’s entry into the Merger Agreement and related documentation.

In evaluating the Merger Agreement, the Limited Guarantee, the Equity Commitment Letter, the Debt Commitment Letter, and the transactions contemplated thereby, including the Merger, the Special Committee consulted with outside financial and legal advisors and, where appropriate, Whole Earth management. At the conclusion of its review, the Special Committee unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders and (2) recommended to the Whole Earth Board that the Whole Earth Board (a) adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (b) recommend that the Company’s stockholders

vote for the adoption of the Merger Agreement and the Merger at the Special Meeting. In addition, the Special Committee believes that the Merger is fair to Whole Earth’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act (the “unaffiliated security holders”).

In the course of reaching its determination and making its recommendations, the Special Committee considered the following material factors, which are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendations to the Whole Earth Board:

Among the potential risks identified and analyzed by the Special Committee were consideration of (1) Whole Earth’s ability to sustain its growth and to manage infrastructure to support such growth; (2) Whole Earth’s ability to attract new customers; (3) Whole Earth’s ability to introduce new products successfully; and (4) Whole Earth’s ability to navigate the competitive industry landscape and to maintain or improve market share within its industry.

The Special Committee was also aware that the price of the Company Common Stock could be negatively impacted if Whole Earth failed to meet investor expectations, including if Whole Earth failed to meet its growth and profitability objectives.

The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Unaffiliated Stockholders and the unaffiliated security holders of Whole Earth Brands. In light of such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders and the unaffiliated security holders of Whole Earth for purposes of negotiating the terms of the Merger Agreement or preparing a report

concerning the fairness of the Merger Agreement and the Merger. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to the Unaffiliated Stockholders and the unaffiliated security holders of Whole Earth:

In the course of reaching its determinations and making its recommendations, the Special Committee also considered the following countervailing factors concerning the Merger Agreement and the Merger, which are not presented in any relative order of importance, and weighed such factors against those factors viewed as being generally supportive of its determination and recommendations to the Whole Earth Board, ultimately determining that such countervailing factors were outweighed by the potential benefits of the Merger Agreement and the Merger:

The Special Committee determined to undertake the Merger at this time because the Special Committee, with the assistance of outside financial and legal advisors, had conducted an extensive process to evaluate other potential strategic alternatives to undertaking the Merger, as discussed in the section of this proxy statement captioned “—Background of the Merger”. Following the conclusion of this process and the receipt of no alternative proposals, the Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger, such as the provision of immediate liquidity to the Company’s stockholders at an attractive price measured against the ongoing financial execution risks of the Company’s business plan and its continued operations as an independent company.

Based on the unanimous recommendation of the Special Committee and on the basis of the other factors described above, the Whole Earth Board, following the recusal of Mr. Franklin, (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Whole Earth Brands and the Unaffiliated Stockholders, (2) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Company’s stockholders vote for the adoption and approval of the Merger Agreement and the Merger at the Special Meeting.

In addition, the Disinterested Directors, on behalf of the Company, believe, based on the factors described below, that the Merger is fair to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

In the course of reaching its determination and making its recommendations, the Whole Earth Board, following the recusal of Mr. Franklin, considered the following material factors and countervailing factors, which are not presented in any relative order of importance:

The Whole Earth Board, following the recusal of Mr. Franklin, concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

The foregoing discussion of the information and factors considered by the Special Committee and by the Whole Earth Board is not intended to be exhaustive and includes only the material factors considered. In light of the variety of factors considered by the Special Committee and by the Whole Earth Board and the complexity of these factors, neither the Special Committee nor the Whole Earth Board found it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the foregoing factors in reaching their respective determinations and recommendations. Moreover, each Disinterested Director and each member of the Special Committee applied his or her own personal business judgment to the process and may have assigned different relative weights, ranks or values to the different factors, and the recommendations, determinations and approvals, where applicable, by the Special Committee and the Disinterested Directors were based upon the totality of the information presented to, and considered by, the Special Committee and the Disinterested Directors.

In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above (as applicable), the Disinterested Directors and the Special Committee did not consider the liquidation value of Whole Earth because (1) they considered Whole Earth to be a viable, going concern; (2) they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of Whole Earth. For the foregoing reasons, the Disinterested Directors and the Special Committee did not consider liquidation value to be a relevant factor. Further, the Disinterested Directors and the Special Committee did not consider Whole Earth’s net book value, which is an accounting concept, as a factor because they believed (1) that net book value is not a material indicator of the value of Whole Earth as a going concern but rather is indicative of historical costs and (2) net book value does not take into account the prospects of Whole Earth, market conditions, trends in the industry in which Whole Earth operates or the business risks inherent in the industry. In addition, the Disinterested Directors and the Special Committee did not view the purchase prices paid in the transactions described in the section of this proxy statement captioned “Important Information Regarding Whole Earth Brands—Transactions in Company Common Stock” to be relevant except to the extent that those prices indicated the trading price of the Company Common Stock during the applicable periods. The Disinterested Directors and the Special Committee believe that the trading price of the shares of Company Common Stock at any given time represents the best available indicator of Whole Earth’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Disinterested Directors and the Special Committee implicitly considered the value of Whole Earth as a going concern by taking into account the value of Whole Earth’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters.

Other than as described in this proxy statement, the Whole Earth Board is not aware of any firm offer by any other person during the prior two (2) years for (1) a merger or consolidation of Whole Earth with another company; (2) the sale or transfer of all or substantially all of Whole Earth’s assets; or (3) a purchase of Whole Earth’s securities that would enable such person to exercise control of Whole Earth.

The Company retained Jefferies as its financial advisor in connection with a possible sale, disposition, or other business transaction involving the Company. In connection with this engagement, the Disinterested Directors requested that Jefferies evaluate the fairness, from a financial point of view, of the Per Share Price to be received by the holders of shares of Company Common Stock (other than Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement. At a meeting of the Whole Earth Board held on February 12, 2024 (at which Mr. Franklin was initially in attendance and then recused himself), Jefferies rendered its opinion to the disinterested members of the Whole Earth Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Per Share Price to be received by the holders of shares of Company Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates).

The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex B to

this proxy statement and is incorporated herein by reference. The Company encourages you to read the opinion carefully and in its entirety. Jefferies’ opinion was provided for the use and benefit of the Disinterested Directors (in their capacity as such) in their evaluation of the Per Share Price from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company or the Disinterested Directors to engage in the Merger or any term, aspect or implication of any other agreement (or amendment thereto or related arrangements) entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how the Disinterested Directors or any holder of shares of Company Common Stock should act or vote on the Merger or any other matter. The following summary is qualified in its entirety by reference to the full text of Jefferies’ opinion.

In arriving at its opinion, Jefferies, among other things:

In Jefferies’ review and analysis and in rendering its opinion, with the permission of the disinterested members of the Whole Earth Board, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available to Jefferies by the Company or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the management of the Company that it was not aware of any facts or circumstances that would make any of the foregoing information incomplete, inaccurate or misleading. In Jefferies’ review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities of, the Company, and Jefferies was not furnished with and assumed no responsibility to obtain, any such evaluations, appraisals or physical inspections. Jefferies did not evaluate the solvency or fair value of the Company or any other entity under any laws relating to bankruptcy, insolvency or similar matters.

With respect to the Projections provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies was advised, and Jefferies assumed, that the Projections were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. Jefferies expressed no opinion as to the Projections or the assumptions on which they were based.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date thereof. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies became aware after the date thereof.

Jefferies made no independent investigation of, and Jefferies expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to the Company, and Jefferies assumed the correctness in all respects material to its analyses and opinion of all legal, regulatory, accounting and tax advice given to the Company and the Whole Earth Board, including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting the Company or the Merger and legal, regulatory, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement and related documents to the Company and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to any holder of Company Common Stock. Jefferies assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Jefferies. Jefferies also assumed that in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger or otherwise, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on the Company, Parent or the contemplated benefits of the Merger or that otherwise would be material in any respect to Jefferies’ analyses or opinion.

Jefferies’ opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company or the disinterested members of the Whole Earth Board to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein, including the form or structure of the Merger or any term, aspect or implication of any other agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how any holder of shares of Company Common Stock should vote on the Merger or any matter related thereto. Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company or any other party, other than the holders of shares of Company Common Stock (other than Parent, Merger Sub and their respective affiliates). Jefferies expressed no view or opinion as to the price at which shares of Company Common Stock would trade or otherwise be transferrable at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any of the Company’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Per Share Price to be received by holders of shares of Company Common Stock or otherwise. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies LLC.

In connection with rendering its opinion to the disinterested members of the Whole Earth Board, Jefferies performed certain financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies and selected transactions analysis summarized below, no company used as a comparison was identical or directly comparable to the Company. These analyses necessarily involved complex considerations and judgments concerning financing characteristics and other factors that could affect the public trading or other values of the companies concerned.

Jefferies believes that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of the Company in or underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. Estimates of the financial value of

companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of the Company or its businesses or securities.

The terms of the Merger were determined through negotiations between the Special Committee and Parent, and the decision by the Company to enter into the Merger Agreement was solely that of the Whole Earth Board (excluding Mr. Franklin), acting upon the recommendation of the Special Committee. Jefferies’ opinion and financial analyses were only one of many factors considered by the Disinterested Directors in their evaluation of the Per Share Price and should not be viewed as determinative of the views of the Disinterested Directors, or Company management with respect to the Merger or the Per Share Price payable in the Merger.

The summary of the financial analyses described in this section is a summary of the material financial analyses reviewed with the Whole Earth Board (excluding Mr. Franklin) and performed by Jefferies in connection with its analyses and opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary.

The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 9, 2024, and is not necessarily indicative of current or future market conditions.

Jefferies reviewed publicly available financial, stock market and operating information of the Company and eleven selected publicly traded ingredients and sweeteners and mid-cap packaged foods companies that Jefferies considered generally relevant for purposes of its analysis, which are collectively referred to as the “selected companies.”

Jefferies reviewed, among other information and to the extent publicly available, enterprise values (“EVs”) of the selected companies, calculated as fully diluted equity values based on closing stock prices on February 9, 2024, plus total debt, preferred equity and non-controlling interests, minus cash and cash equivalents, as a multiple of each such company’s estimated earnings before interest, taxes, depreciation and amortization, and stock-based compensation (“EBITDA”), for the calendar years 2023 and 2024, which we refer to as CY 2023E and CY 2024E, respectively. Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information.

The financial data and the selected companies reviewed included the following:

Jefferies applied a selected range of enterprise value to estimated adjusted EBITDA multiples of 7.3x to 9.1x and 7.1x to 9.4x, based on its professional judgment and experience, to corresponding data of the Company based on the February Projections for estimated adjusted EBITDA for CY 2023E and CY 2024E, respectively, to determine ranges of implied enterprise values for the Company. Jefferies then subtracted the Company’s net debt as of September 30, 2023, as disclosed in the Company’s public filings, to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Company Common Stock outstanding to calculate a range of implied per share equity values for the Company. This analysis indicated reference ranges of implied per share equity values of $3.45 to $6.45 and $4.55 to $8.90 (each rounded to the nearest $0.05) based on estimated adjusted EBITDA for CY 2023E and CY 2024E, respectively, as compared to the Per Share Price of $4.875 per share.

No company utilized in the selected public companies analysis is identical to the Company. In evaluating the selected public companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s and Jefferies’ control.

Jefferies reviewed publicly available financial, stock market and operating information of the Company and company filings, definitive proxy statements, press releases and Wall Street research relating to sixteen historical M&A transactions, announced since September 2018, involving ingredients and sweeteners and packaged food companies that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis, which are collectively referred to as the “selected transactions.”

Jefferies reviewed transaction values of the selected transactions as a multiple of such target company’s latest twelve months (“LTM”) EBITDA. Financial data of the selected transactions were based on public filings and other publicly available information. Financial data of the Company was based on the February Projections.

The multiple ranges for financial data and the selected transactions reviewed were as follows:

Note: “NA” means that LTM EBITDA figures were not available for the selected transaction. The selected transactions for which LTM EBITDA figures were not available were not included the calculation of the summary statistics above.

Jefferies applied a selected range of enterprise value to LTM EBITDA multiples derived from the selected transactions analysis of 7.8x to 9.9x, based on its professional judgment and experience, to the adjusted LTM EBITDA of the Company for the twelve months ended December 31, 2023, to determine a range of implied enterprise values for the Company. Jefferies then subtracted the Company’s net debt as of December 31, 2023, as provided by Company management, to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Company Common Stock outstanding to calculate a range of implied per share equity values. This analysis indicated a reference range of implied per share equity values of approximately $4.55 to $8.05, as compared to the Per Share Price of $4.875 per share.

No transaction utilized as a comparison in the selected transactions analysis is identical to the Merger. In evaluating the Merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond the control of the Company and Jefferies.

Jefferies performed a discounted cash flow analysis of the Company by calculating the estimated present value of the stand-alone unlevered, after-tax free cash flows that the Company was forecasted to generate during the calendar years ending December 31, 2024 through December 31, 2028 based on the February Projections. The terminal values of the Company were calculated by applying a selected range of perpetuity growth rates of 2.0% to 3.0% to the Company’s estimated unlevered free cash flows for the calendar year ending December 31, 2028 (including normalized levels of capital expenditures, working capital and depreciation and amortization), based on the February Projections. The present values of the unlevered free cash flows and terminal values were then calculated using a selected discount rate range of 10.5% to 12.0%, based on an estimate of the Company’s weighted average cost of capital, to determine a range of implied enterprise values for the Company. Jefferies then subtracted the Company’s net debt as of December 31, 2023, as provided by Company management, to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Company Common Stock outstanding to calculate a range of implied per share equity values for the Company. This analysis indicated a reference range of implied per share equity values of $5.65 to $9.95 (rounded to the nearest $0.05), as compared to the Per Share Price of $4.875 per share.

Jefferies reviewed certain additional information that was not considered part of Jefferies’ financial analysis with respect to its opinion but was noted for informational purposes, including the following:

Jefferies performed, for informational purposes only, a discounted cash flow margin sensitivity analysis of the Company by calculating the estimated present value of the stand-alone unlevered, after-tax free cash flows that the Company was forecasted to generate during the calendar years ending December 31, 2024 through December 31, 2028, using the selected range of perpetuity growth rates and the selected discount rate range as described above under “—Discounted Cash Flow Analysis”, based on the February Projections and using a selected range of EBITDA (prior to stock-based compensation) margins of 15.0% to 18.0%, as compared to the Company’s calendar year 2023 EBITDA margin of 14.2% and the February Projections’ EBITDA margin progression from 14.2% in calendar year 2023 to 17.8% in calendar year 2028. This analysis indicated a reference range of implied per share equity values of $3.60 to $9.55 (rounded to the nearest $0.05), as compared to the Per Share Price of $4.875 per share.

Jefferies reviewed, for informational purposes only, theoretical purchase prices that could be paid by a hypothetical financial buyer in a leveraged buyout of the Company based on (i) the February Projections for the calendar years ending December 31, 2024 through December 31, 2028, (ii) estimated exit values for the Company derived by applying a selected range of EV / Adjusted EBITDA multiples of 7.5x to 9.5x to the Company’s estimated adjusted EBITDA for calendar year 2028, (iii) assumed total transaction debt of 4.5x the Company’s estimated adjusted EBITDA for CY 2023E, and (iv) required internal rates of return for the financial buyer ranging from 20.0% to 25.0%. This analysis indicated a reference range of implied per share equity values of $3.40 to $6.65, as compared to the Per Share Price of $4.875 per share.

Jefferies reviewed, for informational purposes only, the implied premiums paid in 186 selected all-cash transactions in the U.S. and Canada across all industries, with implied equity values ranging from $100 million to $500 million announced since January 2018.

The median of the premiums paid to the closing stock prices of the target companies involved in the selected transactions one trading day and thirty days prior to public announcement of such transactions, respectively, were as follows:

Jefferies applied the selected ranges of implied premiums set forth in the table below, based on the 25 and 75 percentile of the implied 1-day prior and 4-week prior premiums derived from the analysis of the selected transactions in all industries to the unaffected closing price of the shares of Company Common Stock one day prior and thirty days prior to June 26, 2023. This analysis indicated a range of implied per share equity values (rounded to the nearest $0.05) set forth in the table below, in each case as compared to the Per Share Price of $4.875 per share.

The Company has agreed to pay Jefferies for its financial advisory services in connection with the Merger an aggregate fee based upon a percentage of the transaction value of the Merger, which fee is estimated as of the date of this proxy statement to be approximately $10 million, $1 million of which became payable upon delivery of Jefferies’ opinion to the disinterested members of the Whole Earth Board and the remainder of which is payable contingent upon the closing of the Merger. In addition, the Company agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies’ engagement and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

During the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates have provided financial advisory or financing services to certain affiliates of Sababa, Rhône and certain portfolio companies of Rhône for which Jefferies or its affiliates received aggregate fees of less than $6 million, less than $2 million and less than $7 million, respectively. During the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates have not provided financial advisory or financing services to the Company or Parent for which Jefferies or its affiliates received fees. Jefferies and its affiliates may provide financial advisory and/or financing services to the Company, Sababa, Rhône and/or their respective affiliates in the future, for which services Jefferies and its affiliates would expect to receive compensation. In the ordinary course of business, Jefferies and its affiliates may trade or hold securities or financial instruments (including loans and other obligations) of the Company, Sababa, Rhône and/or their respective affiliates for Jefferies’ own account and for the accounts of Jefferies’ customers and, accordingly, may at any time hold long or short positions in those securities.

Jefferies was selected as the Company’s financial advisor in connection with the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in mergers and acquisition transactions and based on its familiarity with the Company’s business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers, acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

In addition to the presentation made to the Whole Earth Board (excluding Mr. Franklin) on February 12, 2024, the date on which Jefferies delivered its opinion, as described above, Jefferies made preliminary presentations to the Whole Earth Board (excluding Mr. Franklin) on January 21, 2024 and July 14, 2023, and to the Special Committee on January 17, 2024, November 4, 2023, October 16, 2023, October 24, 2023, August 2, 2023, July 10, 2023 and June 30, 2023, which are referred to as the preliminary Jefferies presentations. Copies of the preliminary Jefferies presentations that were provided by Jefferies to the Disinterested Directors and to the Special Committee, as described above, have been attached as exhibits to the Schedule 13E-3 related to the Merger. None of the preliminary Jefferies presentations, alone or together, constitutes an opinion of Jefferies with respect to the Per Share Price.

The January 21, 2024 discussion materials included an update regarding Jefferies’ outreach to potentially interested parties as of such date, and preliminary financial analyses that were substantially similar to those contained in the February 12, 2024 presentation based on the December Projections, the then-current market information and the then-current terms of the draft Merger Agreement. The preliminary selected public companies analysis, using the selected ranges of EV / Adjusted EBITDA multiples of 7.6x to 9.2x and 7.3x to 9.3x for CY 2023E and CY 2024E, respectively, indicated reference ranges of implied per share equity values of $3.90 to $6.60 and $5.40 to $9.30 (each rounded to the nearest $0.05), based on the estimated adjusted EBITDA of the Company for CY 2023E and CY 2024E, respectively. The preliminary selected public companies analysis also included a selected range of EV / Adjusted EBITDA multiples of 7.3x to 9.3x that were applied to the CY2024E Adjusted EBITDA in the Company’s draft budget, which indicated a reference range of implied per share equity values of $4.95 to $8.70 (each rounded to the nearest $0.05). The preliminary selected transactions analysis, using a selected range of EV / LTM Adjusted EBITDA multiples of 7.8x to 9.9x for CY 2023E, indicated a reference range of implied per share equity values of $4.55 to $8.05, based on the LTM adjusted EBITBA of the Company as of December 31, 2023. The preliminary discounted cash flow analysis, using the

selected ranges of perpetuity growth rates and discount rates described above under “—Discounted Cash Flow Analysis”, indicated reference ranges of implied per shares equity values of approximately $6.05 to $10.40 (rounded to the nearest $0.05). The preliminary Jefferies presentation also included, for informational purposes only, a preliminary discounted cash flow margin sensitivity analysis, a preliminary financial buyer analysis, a preliminary premiums paid analysis, each as described above under “—Discounted Cash Flow Margin Sensitivity Analysis”, “—Financial Buyer Analysis” and “—Premiums Paid Analysis”, as well as an illustrative theoretical future stock price analysis, a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.

The January 17, 2024 discussion materials included an update regarding Jefferies’ outreach to potentially interested parties as of such date, and preliminary financial analyses that were substantially similar to those contained in the January 21, 2024 presentation based on the December Projections, the then-current market information and the then-current terms of the draft Merger Agreement. The preliminary selected public companies analysis, using the selected ranges of EV / Adjusted EBITDA multiples of 7.5x to 9.4x and 7.1x to 9.4x for CY 2023E and CY 2024E, respectively, indicated reference ranges of implied per share equity values of $3.70 to $6.85 and $5.00 to $9.50 (each rounded to the nearest $0.05), based on the estimated adjusted EBITDA of the Company for CY 2023E and CY 2024E, respectively. The preliminary selected transactions analysis, using a selected range of EV / LTM Adjusted EBITDA multiples of 7.8x to 9.9x for CY 2023E, indicated a reference range of implied per share equity values of $4.40 to $7.85, based on the LTM adjusted EBITBA of the Company as of December 31, 2023. The preliminary discounted cash flow analysis, using the selected ranges of perpetuity growth rates and discount rates described above under “—Discounted Cash Flow Analysis”, indicated reference ranges of implied per shares equity values of approximately $5.95 to $10.30 (rounded to the nearest $0.05). The preliminary Jefferies presentation also included, for informational purposes only, a preliminary discounted cash flow margin sensitivity analysis, a preliminary financial buyer analysis, a preliminary premiums paid analysis, each as described above under “—Discounted Cash Flow Margin Sensitivity Analysis”, “—Financial Buyer Analysis” and “—Premiums Paid Analysis”, as well as an illustrative theoretical future stock price analysis, a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.

The November 4, 2023 discussion materials included an update regarding Jefferies’ outreach to potentially interested parties as of such date, and preliminary financial analyses that were substantially similar to those contained in the January 17, 2024 presentation based on the September Projections and the then-current market information. The preliminary selected public companies analysis, using the selected ranges of EV / Adjusted EBITDA multiples of 7.0x to 9.0x and 6.8x to 8.8x for CY 2023E and CY 2024E, respectively, indicated reference ranges of implied per share equity values of $2.90 to $6.15 and $4.75 to $8.65 (each rounded to the nearest $0.05), based on the estimated adjusted EBITDA of the Company for CY 2023E and CY 2024E, respectively. The preliminary selected transactions analysis, using a selected range of EV / LTM Adjusted EBITDA multiples of 7.8x to 9.8x for CY 2023E, indicated a reference range of implied per share equity values of $4.25 to $7.50, based on the estimated adjusted EBITBA of the Company for CY 2023E. The preliminary discounted cash flow analysis, using the selected ranges of perpetuity growth rates described above under “—Discounted Cash Flow Analysis”, and a selected range of discount rates of 11.0% to 12.5% indicated reference ranges of implied per shares equity values of approximately $5.00 to $8.80 (rounded to the nearest $0.05). The preliminary Jefferies presentation also included, for informational purposes only, a preliminary illustrative financial buyer analysis, a preliminary illustrative premiums paid analysis, as described above under “—Financial Buyer Analysis” and “—Premiums Paid Analysis”, as well as an illustrative theoretical future stock price analysis, a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.

The October 24, 2023 discussion materials included an update regarding Jefferies’ outreach to potentially interested parties as of such date.

The October 16, 2023 discussion materials included a preliminary review of potential strategic alternatives, an update regarding Jefferies’ outreach to potentially interested parties as of such date, and preliminary financial analyses that were substantially similar to those contained in the November 4, 2023 presentation based on the September Projections and the then-current market information. The preliminary selected public companies analysis, using the selected ranges of EV / Adjusted EBITDA multiples of 7.0x to 9.0x and 6.8x to 8.8x for CY 2023E and CY 2024E, respectively, indicated reference ranges of implied per share equity values of $2.90 to $6.15 and $4.75 to $8.65 (each rounded to the nearest $0.05), based on the estimated adjusted EBITDA of the Company for CY 2023E and CY 2024E, respectively. The preliminary selected transactions analysis, using a selected range of EV / LTM Adjusted EBITDA multiples of 7.8x to 9.8x for CY 2023E, indicated a reference range of implied per share equity values of $4.25 to $7.50, based on the estimated adjusted EBITBA of the Company for CY 2023E. The preliminary discounted cash flow analysis, using the selected ranges of perpetuity growth rates described above under “—Discounted Cash Flow Analysis”, and a selected range of discount rates of 11.0% to 12.5% indicated reference ranges of implied per shares equity values of approximately $5.00 to $8.80 (rounded to the nearest $0.05). The preliminary Jefferies presentation also included, for informational purposes only, a preliminary illustrative financial buyer analysis, a preliminary illustrative premiums paid analysis, as described above under “—Financial Buyer Analysis” and “—Premiums Paid Analysis”, as well as a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.

The August 2, 2023 discussion materials included a summary of Jefferies’ preliminary outreach to potentially interested parties as of such date, an illustrative M&A process timeline and a list of additional potentially interested parties.

The July 14, 2023 discussion materials included a preliminary summary of the Initial Proposal and an update regarding the initial discussions between representatives of Jefferies and Sababa.

The July 10, 2023 discussion materials included a preliminary summary of the Initial Proposal, a preliminary list of potentially interested parties, and preliminary selected public companies and selected transactions analyses that were substantially similar to those contained in the October 16, 2023 presentation, each based on Wall Street equity research analyst estimates for the Company and then-current market information, but which did not include any selected multiple reference ranges nor implied per share equity value ranges. The preliminary Jefferies presentation also included, for informational purposes only, a preliminary illustrative premiums paid analysis, as well as a review of Wall Street equity research analysts price targets and a review of the historical 52-week trading range of the Company Common Stock.

The June 30, 2023 discussion materials included a preliminary summary of the Initial Proposal and an overview of the businesses of Royal Oak. The preliminary Jefferies presentation also included, for informational purposes only, a review of Wall Street equity research analysts price targets, a review of the historical 52-week trading range of the Company Common Stock, and a preliminary illustrative premiums paid analysis, each based on Wall Street equity research analyst estimates for the Company and then-current market information.

Under the SEC rules governing “going-private” transactions, each Purchaser Filing Party may be deemed to be an affiliate of Whole Earth, and, therefore, required to express its belief as to the fairness of the proposed Merger to Whole Earth’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The Merger is a Rule 13e-3 transaction for which a Schedule 13e-3 Transaction Statement has been filed with the SEC. The Purchaser Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of

the Purchaser Filing Parties as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Whole Earth stockholder as to how that stockholder should vote on the Merger Proposal. The Purchaser Filing Parties have interests in the Merger that are different from, and/or in addition to, the unaffiliated security holders of Whole Earth.

The Purchaser Filing Parties believe that the interests of the unaffiliated security holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of legal counsel and financial advisors. The Purchaser Filing Parties did not participate in the deliberation of the Special Committee regarding, nor received advice from the respective legal counsel or other advisors of the Special Committee as to, the fairness of the Merger. The Purchaser Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the unaffiliated security holders of Whole Earth. Based on, among other things, their knowledge and analysis of available information regarding Whole Earth, as well as discussions with Whole Earth’s senior management regarding Whole Earth and its business and the factors considered by, and the analysis and resulting conclusions of, the Whole Earth Board and the Special Committee discussed in the section of this proxy statement entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Whole Earth Board” (which analysis and resulting conclusions the Purchaser Filing Parties adopt), the Purchaser Filings Parties believe that the Merger is substantively fair to the unaffiliated security holders of Whole Earth. In particular, the Purchaser Filing Parties considered the following:

The Purchaser Filing Parties did not establish, and did not consider, a going concern value for Whole Earth as a public company to determine the fairness of the Merger consideration to unaffiliated security holders because, following the Merger, Whole Earth will have a significantly different capital structure.

Other than to the extent known to the Purchaser Filing Parties as disclosed in the section of this proxy statement captioned “—Background of the Merger”, the Purchaser Filing Parties were not aware of, and thus did not consider, any other firm offers made by any unaffiliated person during the past two (2) years for (i) a merger or consolidation of Whole Earth with another company, (ii) the sale or transfer of all or substantially all of Whole Earth’s assets or (iii) the purchase of all or a substantial portion of the shares that would enable such person to exercise control of or significant influence over Whole Earth.

The Purchaser Filing Parties did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Merger consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to unaffiliated security holders.

The Purchaser Filing Parties further believe that the Merger is procedurally fair to the unaffiliated security holders of Whole Earth based upon, among other things, the following factors, which are not listed in any relative order of importance:

The Purchaser Filing Parties also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The foregoing discussion of the information and factors considered and given weight by the Purchaser Filing Parties in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Purchaser Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Purchaser Filing Parties reached their position as to the fairness of the Merger after considering all of the foregoing as a whole.

The Purchaser Filing Parties believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of Whole Earth. This position, however, is not intended to be and should not be construed as a recommendation to any Whole Earth stockholder to approve the Merger Agreement. The Purchaser Filing Parties make no recommendation as to how stockholders of

Whole Earth should vote their shares relating to the Merger. The Purchaser Filing Parties attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the unaffiliated security holders of Whole Earth, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to the unaffiliated security holders of Whole Earth.

At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will become the initial directors of the Surviving Corporation, and the officers of Whole Earth immediately prior to the Effective Time will become the officers of the Surviving Corporation, in each case until their successor is duly elected or appointed and qualified or until the earlier of his or her death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and the DGCL. At the Effective Time, the certificate of incorporation of Whole Earth as the Surviving Corporation will be amended and restated in its entirety to read as set forth on Exhibit A to the Merger Agreement, and the bylaws of Whole Earth, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended in accordance with the applicable provisions of the surviving company’s certificate of incorporation and bylaws and applicable laws.

The Purchaser Filing Parties currently anticipate that Whole Earth’s operations initially will be conducted following completion of the Merger substantially as they are currently being conducted (except that Whole Earth will cease to be a public company and will instead be a wholly owned subsidiary of Parent). The Purchaser Filing Parties are currently conducting a review of Whole Earth and its business and operations with a view towards determining how to redirect Whole Earth’s operations to improve Whole Earth’s long-term earnings potential as a private company and expect to complete such review following completion of the Merger. The Purchaser Filing Parties plan to combine Whole Earth with Royal Oak if, upon the completion of such review, the Purchaser Filing Parties deem such combination to be in the best interests of Whole Earth and Royal Oak. Although presently there are no definitive contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions, the Purchaser Filing Parties and certain of their affiliates may seek, from and after the Effective Time, to acquire target companies or assets that operate in Whole Earth’s industry.

Further, following completion of the Merger, the Purchaser Filing Parties will continue to assess Whole Earth’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of Whole Earth

If the Requisite Stockholder Approval is obtained and all other conditions to Closing are satisfied or waived, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL and DLLCA, at the Effective Time, (1) Merger Sub will merge with and into Whole Earth, (2) the separate existence of Merger Sub will cease, and (3) Whole Earth will continue as the Surviving Corporation in the Merger and a wholly owned subsidiary of Parent. As a result of the Merger, Whole Earth will cease to be a publicly traded company, the Company Common Stock and Company Warrants will be delisted from Nasdaq and deregistered under the Exchange Act and Whole Earth will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a Certificate of Merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as Whole Earth, Parent and Merger Sub may agree and specify in such Certificate of Merger).

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time:

At or prior to the Closing, a sufficient amount of cash will be deposited with the Payment Agent to pay the aggregate Per Share Price. Once a stockholder has provided the Payment Agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message (or such other evidence of transfer as the Payment Agent may reasonably request) with respect to book-entry shares, appropriate letter of transmittal and other items specified by the Payment Agent, then the Payment Agent will pay the stockholder the appropriate portion of the aggregate Per Share Price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures.”

Following the Merger, all of the equity interests in the Surviving Corporation will be owned, indirectly through Parent, by the Purchaser Filing Parties and their affiliates. If the Merger is consummated, Parent will be the sole beneficiary of Whole Earth’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting Whole Earth following the Merger. Similarly, Parent will also bear the risks of ongoing operations, including the risks of any decrease in Whole Earth’s value after the Merger. In connection with the Merger, certain members of Whole Earth’s management will receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of Whole Earth’s stockholders generally, as described in more detail under “—Interests of Whole Earth’s Directors and Executive Officers in the Merger.”

The primary benefit of the Merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, will be their right to receive the Per Share Price for each share of Company Common Stock held by such stockholders as described above. This amount constitutes an approximately 56% premium to the unaffected closing price of the Company Common Stock on June 23, 2023, the last full trading day prior to Sababa’s initial $4.00 per share bid. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in Whole Earth’s future earnings, growth or value.

The primary detriment of the Merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, is the lack of an interest of such stockholders in the potential future earnings, growth, or value realized by Whole Earth after the Merger, including as a result of any sale of the Company or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Company Common Stock pursuant to the

Merger will generally be a taxable sale transaction for U.S. federal income tax purposes to U.S. Holders (as defined in the section entitled “—Certain U.S. Federal Income Tax Consequences of the Merger”) who surrender their Company Common Stock in the Merger to the extent that such stockholders have any gain on their shares of Company Common Stock.

If the Merger is completed, all of the equity interests in Whole Earth will be beneficially owned, indirectly through Parent, by the Purchaser Filing Parties and their affiliates.

The benefits of the Merger to the Purchaser Filing Parties include the fact that, following the completion of the Merger, Parent will directly own 100% of the outstanding equity interests of the Surviving Corporation and will therefore have a corresponding 100% interest in the Surviving Corporation’s net book value and net earnings. The table below sets forth the beneficial ownership of Company Common Stock and resulting interests in Whole Earth’s net book value and net earnings of the Purchaser Filing Parties prior to, based on Whole Earth’s net book value at December 31, 2023 and net earnings for the year ended December 31, 2023, as if the Merger were completed on such date.

In addition, the Purchaser Filing Parties will benefit from the savings associated with Whole Earth no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the Merger to the Purchaser Filing Parties include the lack of liquidity for Company Common Stock following the Merger and the risk that Whole Earth will decrease in value following the Merger.

If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, Whole Earth’s stockholders will not have the right to receive

any payment for their shares of Company Common Stock in connection with the Merger. Instead, (1) Whole Earth will remain an independent public company, (2) the Company Common Stock and Company Warrants will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and (3) Whole Earth will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, Whole Earth expects that: (x) our management will continue to operate the business as it is currently being operated, and (y) Whole Earth’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Whole Earth operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the price of the Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Common Stock would return to the price at which Company Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of Company Common Stock. If the Merger is not completed, the Whole Earth Board will continue to evaluate and review, among other things, Whole Earth’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, Whole Earth’s business, prospects or results of operation may be adversely impacted.

In addition, in specified circumstances in which the Merger Agreement is terminated, Whole Earth has agreed to pay Parent the Company Termination Fee, and Parent has agreed to pay Whole Earth the Parent Termination Fee under certain circumstances, as more fully described in “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees.”

Other than in connection with our regular earnings press releases and related investor materials, we do not, as a matter of course, make public projections as to our long-term future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, the Company’s management does prepare projections as to our future financial performance for internal use.

In connection with the Process, the Company’s management prepared the September Projections, the December Projections and the February Projections, each concerning unaudited non-public prospective financial information of the Company (the “Unaudited Prospective Financial Information”), on a standalone basis without giving effect to the Merger, for fiscal year 2023 through fiscal year 2028 (collectively, the “Projections”). The Projections were provided to the Special Committee in connection with the Process and reviewed and approved by the Special Committee for Jefferies’ use in connection with its preliminary financial analyses.

As described in the section of this proxy statement captioned “—Background of the Merger,” information containing the September Projections as summarized below was made available to potential proposed bidders, including Sababa, in connection with their due diligence review of a potential transaction. Information containing the December Projections, as summarized below, was made available to Sababa, as the sole interested potential acquisition party at such point, in connection with its due diligence review of a potential transaction. Information containing the February Projections, as summarized below, was made available to representatives of Jefferies for Jefferies’ use in connection with its preliminary financial analyses.

Although the information in the Projections is presented with numerical specificity, it reflects numerous estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, in each case as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control.

The September Projections include the following assumptions and estimates:

These values and amounts were determined by the Company’s management based on their experience and judgment and their expectations of the Company’s operation as a standalone company.

The following table summarizes the September Projections:

The December Projections were prepared to incorporate updated operating and financial results generated by the Company subsequent to the finalization of the September Projections and include the following assumptions and estimates:

These values and amounts were determined by the Company’s management based on their experience and judgment and their expectations of the Company’s operation as a standalone company.

The following table summarizes the December Projections:

The February Projections were prepared to incorporate the previously approved fiscal year 2024 annual budget of the Company into the December Projections and include the following assumptions and estimates:

These values and amounts were determined by the Company’s management based on their experience and judgment and their expectations of the Company’s operation as a standalone company.

The following table summarizes the February Projections:

The Projections were prepared for internal use only and not for public disclosure and were provided to the Special Committee in connection with its evaluation of the proposed Merger. The Projections were reviewed and

approved by the Special Committee and provided to Jefferies for its use and reliance in connection with its preliminary financial analyses and, with respect to the February Projections, for Jefferies’ use and reliance in connection with its opinion. Additionally, as described above, information containing the Projections as summarized above was made available to potential acquisition parties, including Sababa, in connection with their due diligence review of a potential transaction.

The Unaudited Prospective Financial Information was not prepared with a view towards public disclosure or complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Unaudited Prospective Financial Information includes Adjusted EBITDA and Adjusted Gross Profit, which are non-GAAP financial measures. The Company included such measures in the Unaudited Prospective Financial Information because they believed such measures may be useful in evaluating, on a prospective basis, the potential operating performance of the Company.

Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations.

Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

The Unaudited Prospective Financial Information included in this section of the proxy statement has been prepared by, and is the responsibility of, the Company’s management. Neither the Company’s independent auditor nor any other independent accountants have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Unaudited Prospective Financial Information, nor have they expressed an opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Although the Unaudited Prospective Financial Information is presented with numerical specificity, it reflects numerous assumptions and estimates as to future events, including those detailed above, made by the Company’s management that the Company’s management believed in good faith were reasonable. The Company’s ability to achieve the financial results contemplated by the Unaudited Prospective Financial Information will be affected by its ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Unaudited Prospective Financial Information reflects assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Unaudited Prospective Financial Information not to be achieved include, among others, (1) general economic conditions; (2) its ability to achieve operating objectives with respect to expenses and operating margins, as well the risks to our ability to grow revenues resulting from the execution of those objectives; (3) its ability to achieve the various monetization, market share and other assumptions and estimates underlying the Unaudited Prospective Financial Information; (4) changes in laws, regulations and taxes relevant to the Company’s business; (5) competitive pressures industries in which the Company operates, including new products and market entrants and changes in the competitive environment; (6) customer demand for the Company’s products and services; (7) the Company’s ability to attract, integrate and retain qualified personnel; and (8) uncertainty in the timing of relevant transactions and resulting cash inflows and outflows. Additional factors that may impact the Company or its business can be found in the various risk factors included in our periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of the Company’s control. As a result, there can be no assurance that the Unaudited Prospective Financial Information will be realized, and actual results may be materially better or worse than those contained in the Unaudited Prospective Financial Information. The Unaudited Prospective Financial Information described in this section of

the proxy statement may differ from publicized analyst estimates and forecasts. You should evaluate the Unaudited Prospective Financial Information, if at all, in conjunction with the Company’s historical financial statements and other information regarding the Company contained in its public filings with the SEC. The Unaudited Prospective Financial Information may not be consistent with the Company’s historical operating data as a result of the assumptions and estimates detailed above. Except to the extent required by applicable federal securities laws, the Company does not intend to update or otherwise revise the Unaudited Prospective Financial Information to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

Because the Unaudited Prospective Financial Information reflects estimates and judgments, it is susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Unaudited Prospective Financial Information also covers multiple years, and such information by its nature becomes less predictive with each succeeding year. The Unaudited Prospective Financial Information is not, and should not be considered to be, a guarantee of future operating results. The Unaudited Prospective Financial Information should not be regarded as an indication that the Company’s management, the Special Committee or any of their respective advisors, or any other person, considered or now considers the Unaudited Prospective Financial Information to be necessarily predictive of actual future results. Further, the Unaudited Prospective Financial Information is not fact and should not be relied upon as being necessarily indicative of the Company’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Unaudited Prospective Financial Information are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Unaudited Prospective Financial Information, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Unaudited Prospective Financial Information is not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Special Committee, Jefferies or Sababa. Accordingly, no reconciliation of the financial measures included in the Unaudited Prospective Financial Information is provided in this proxy statement.

The Unaudited Prospective Financial Information constitutes forward-looking statements. By including the Unaudited Prospective Financial Information in this proxy statement, none of the Company, its financial advisor or any of the Company’s or its financial advisor’s representatives has made or makes any representation to any person regarding the Company’s ultimate performance as compared to the information contained in the Unaudited Prospective Financial Information. The inclusion of the Unaudited Prospective Financial Information should not be regarded as an indication that the Special Committee, the Company, its financial advisor or any other recipient of the Unaudited Prospective Financial Information considered, or now considers, the Unaudited Prospective Financial Information to be predictive of the Company’s performance or actual future results. For information on factors that may cause our future results to materially vary, see the section of this proxy statement captioned “Forward-Looking Statements.” Further, the inclusion of the Unaudited Prospective Financial Information in this proxy statement does not constitute an admission or representation by the Company that the information presented is material. The Unaudited Prospective Financial Information is included in this proxy statement solely to give our stockholders access to the information that was made available to the Special Committee, Jefferies and Sababa. The Unaudited Prospective Financial Information is not included in this proxy statement in order to influence any Company stockholder as to how to vote at the Special Meeting with respect to the Merger, or whether to seek appraisal rights with respect to their shares.

In light of the foregoing factors and the uncertainties inherent in the Projections, the Company’s stockholders are cautioned not to place undue reliance on the Unaudited Prospective Financial Information.

In considering the recommendations of the Special Committee and the Whole Earth Board with respect to the Merger, you should be aware that, aside from their interests as holders of Company Common Stock, the Disinterested Directors and certain of Whole Earth’s executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Special Committee and the Whole Earth Board were aware of and considered these interests to the extent that they existed at the time, among other matters. In particular:

The Whole Earth Board has approved compensation to each Disinterested Director in recognition of their efforts in connection with the Merger, including heightened compensation for those Disinterested Directors who served on the Special Committee, consisting of a one-time fee payable within 15 days of the filing with the Securities and Exchange Commission of the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2023. For Irwin Simon, this fee will be in the amount of $100,000; for Steve Cohen, this fee will be in the amount of $130,000; for Denise Faltischek, this fee will be in the amount of $120,000; for Ira Lamel, this fee will be in the amount of $35,000; and for Anuraag Agarwal and Mike Goss, this fee will be in the amount of $25,000.

Pursuant to the terms of the Merger Agreement, directors and officers of Whole Earth will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

As of March 12, 2024, there were outstanding Whole Earth Equity Awards to acquire an aggregate of 3,866,597 shares of Company Common Stock, 214,556 of which were held by our current non-employee directors and 983,800 of which were held by our current executive officers. The Merger Agreement provides for the following treatment of Whole Earth Equity Awards at the Effective Time:

The following table sets forth for each of Whole Earth’s executive officers and directors (1) the number of shares of Company Common Stock beneficially owned and (2) the number of shares of Company Common Stock subject to his or her Whole Earth Equity Awards, in each case expected to be held on the Closing Date, assuming the following and such additional assumptions set forth in the footnotes to the table:

Mr. Robinson executed an offer letter effective December 7, 2020, with the Company for the position of President at Mafco Worldwide LLC.

Pursuant to the terms of his offer letter, Mr. Robinson’s compensation includes (a) a base salary of $390,000; (b) an annual performance bonus opportunity with a target level of 75% of his base salary; and (c) a discretionary long-term incentive award opportunity beginning January 1, 2021, which bonus will be prorated based on the number of days of employment during the performance period. Mr. Robinson also remained eligible for previously granted equity awards as well as his vested benefits in connection with the termination of the Company’s legacy defined benefit pension plan; and (c) a transaction cash bonus equal to $1,200,000, to be paid within fourteen business days following the closing of a future Company sale, subject to Mr. Robinson’s employment through the closing date of a Company sale. In addition to standard Company benefits, Mr. Robinson is entitled to use of a Company car.

Under his offer letter, if Mr. Robinson’s employment is terminated without “cause” (as defined in his employment agreement), then, subject to his timely execution and non-revocation of a general release of claims, he will be eligible to receive (i) continued payment of his base salary for six (6) months following termination and (ii) a prorated portion of his long-term incentive awards. Mr. Robinson’s severance entitlement is subject to a duty to mitigate damages by seeking comparable employment during the severance term. If Mr. Robinson secures employment during the severance term, his severance entitlement will be reduced by any income earned during such period. Mr. Robinson’s employment agreement contains non-competition, non-solicitation and no-hire covenants that will apply for twelve (12) months following his termination.

Mr. Ohri executed an employment contract effective October 2021, with the Company for the position of Vice President & General Manager IMEA and was promoted to Interim Co-Chief Executive Officer in July 2023 and Co-Chief Executive Officer effective October 9, 2023.

On August 1, 2023, the Board of Directors of the Company approved the following compensation arrangements for Mr. Ohri in connection with his appointment as an Interim Co-Chief Executive Officer of the Company:

(a) Mr. Ohri will receive an annual base salary of $500,000, (b) at the end of each calendar year while employed, Mr. Ohri will be eligible for a discretionary annual incentive bonus with a target level equal to 100% of his base salary; and (c) Mr. Ohri has been granted a stock award under the 2020 LTIP consisting of 187,032 restricted stock units, which will vest in three equal annual installments beginning on the first anniversary of the date of grant (August 1, 2023). Mr. Ohri will be eligible to participate in the employee benefit programs made available to other senior executives of the Company from time to time, subject to the terms of the applicable plan documents and generally applicable Company policies.

If Mr. Ohri is terminated by the Company without cause (excluding death or disability), the Company will pay to Mr. Ohri an amount equal to twelve months base salary, payable during the Company’s normal payroll. Mr. Ohri will be subject to standard non-compete, non-solicit, and confidentiality clauses.

Mr. Fiaux executed an offer letter effective April 24, 2023, with the Company for the position of Chief Financial Officer.

Pursuant to the terms of his offer letter, Mr. Fiaux’s compensation includes (a) a base salary of $325,000; (b) an annual performance bonus opportunity with a target level of 100% of his base salary (which bonus amount was prorated for 2023); and (c) a discretionary long-term incentive award opportunity (the “Discretionary Award”) paid in cash or stock of $500,000 per year for a period of four years from the start date, comprised of: (i) 89,286 restricted stock units (both time- and performance-based) and (ii) $250,000 in cash, in each case, provided that Mr. Fiaux’s continued employment through such applicable grant and vesting dates. Mr. Fiaux’s compensation also includes a time equity award under the 2020 LTIP consisting of performance-based restricted stock units in respect of 200,000 shares of Company Common Stock, which will vest upon achievement of certain performance goals subject to Mr. Fiaux’s continuous employment prior to vesting. Mr. Fiaux is eligible to participate in the employee benefit programs made available to other senior executives of the Company from time to time, subject to the terms of the applicable plan documents and generally applicable Company policies.

If Mr. Fiaux is terminated by the Company without cause (excluding death or disability), the Company will pay to Mr. Fiaux an amount equal to six months’ base salary, payable during the Company’s normal payroll cycle and up to 50% of the unvested Discretionary Award for the year of termination, which shall vest, if at all, as approved by the Board in its discretion. Mr. Fiaux’s offer letter contains standard non-compete, non-solicit, and confidentiality clauses.

Mr. Litman executed an offer letter effective June 2020, with the Company for the position of Corporate Controller and was promoted to Chief Accounting Officer effective September 28, 2021.

Pursuant to the terms of his offer letter and promotion to Chief Accounting Officer, Mr. Litman’s compensation includes (a) a base salary of $340,000; (b) an annual performance bonus opportunity with a target level of 40% of his base salary; and (c) a discretionary long-term incentive award opportunity with a target payment of $255,000 (75% of his base salary), which bonus will be prorated based on the number of days of employment during the performance period. Mr. Litman was also awarded a sign-on/retention cash bonus equal to $150,000, subject to Mr. Litman’s continuing employment through the second anniversary of his hire date. At the time of Mr. Litman’s promotion, he was also granted an additional number of restricted stock units under the 2020 LTIP. In January 2021, Mr. Litman’s offer letter was amended to clarify the payment date and repayment terms with respect to his sign-on bonus.

Under his offer letter, if Mr. Litman’s employment is terminated without “cause” (as defined in his employment agreement), then, subject to his timely execution and non-revocation of a general release of claims, he will be eligible to receive (i) continued payment of his base salary for six (6) months following termination and (ii) a prorated portion of his long-term incentive awards. Mr. Litman’s severance entitlement is subject to a duty to mitigate damages by seeking comparable employment during the severance term. If Mr. Litman secures employment during the severance term, his severance entitlement will be reduced by any income earned during such period. Mr. Litman’s employment agreement contains non-competition, non-solicitation and no-hire covenants that will apply for six (6) months following his termination.

The employment terms and conditions and the benefits provided to these executives under their respective offer letters were approved by the Company Board and/or the compensation committee of the Company Board and

were determined to be reasonable and necessary in order to hire and retain these individuals. For an estimate of the value of the payments and benefits described above that would be payable to Whole Earth’s executive officers upon an involuntary termination in connection with the Merger, see “—Golden Parachute Compensation” below.

Whole Earth has granted certain Whole Earth Equity Awards under the 2020 LTIP. The vesting of each such award is subject to the executive’s continuous service with the Company through the applicable vesting dates. Such awards provide that, upon a change in control (including the Merger), 100% of the unvested portion of the Whole Earth Option Award will accelerate and vest at the target opportunity.

For an estimate of the value of the payments and benefits described above that would be payable to Whole Earth’s NEOs upon consummation of the Merger, see “—Golden Parachute Compensation” below. The estimated aggregate value of the Whole Earth Equity Awards held by Whole Earth’s executive officers who are not NEOs that will accelerate and become vested if the Merger were to be completed on March 12, 2024 is $4,796,025. The estimated aggregate value of the Whole Earth Equity Awards held by Whole Earth’s non-employee directors that will accelerate and become vested if the Merger were to be completed on March 12, 2024 is $1,045,961.

On February 12, 2024, the Company entered into Transaction Bonus Agreements with certain executives and key employees of the Company, including (i) Rajnish Ohri, its Co-Chief Executive Officer, (ii) Jeffrey Robinson, its Co-Chief Executive Officer, (iii) Bernardo Fiaux its Chief Financial Officer and (iv) Brian Litman, its Chief Accounting Officer. The Transaction Bonus Agreements were approved by the Disinterested Directors. Under the agreements, each executive is eligible to receive a cash bonus contingent upon the closing of a “Change in Control” of the Company (as defined in the Transaction Bonus Agreements), so long as such Change in Control occurs on or before December 31, 2024. For each of Mr. Ohri and Mr. Robinson, the transaction bonus is $2.1 million, for Mr. Fiaux, the transaction bonus is $897,000 and for Mr. Litman, the transaction bonus is $809,370. Each bonus is payable in two installments, subject to the executive's execution of a release of claims in favor of the Company: 50% of the bonus is payable no later than fifteen days following the closing of a Change in Control and the remaining 50% is payable on (a) the six-month anniversary of the Change in Control so long as the executive is still employed by the Company or (b) the date on which the executive’s employment with the Company is terminated either (i) by the Company without “Cause” (as defined in the Transaction Bonus Agreements), excluding terminations due to the executive’s death or disability, or (ii) by the executive for “Good Reason” (as defined in the Transaction Bonus Agreements), if earlier. If the executive terminates employment with the Company for any reason prior to the six-month anniversary of the Effective Time, the executive receives no severance benefits. Following such initial six-month period following the Effective Time, each executive will be eligible to receive severance payments and benefits upon termination of the executive’s employment pursuant to the terms of any severance plans or policies (including any employment agreement or offer letter terms that provide for severance benefits) as in effect at such time. The agreements also provide that, in the event that any payments or benefits provided to an executive constitute “parachute payments” under Section 280G of the Internal Revenue Code, such parachute payments are subject to cut-back to the extent needed so that the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, does not apply. The agreements include, among other things, covenants of the executives that exist with respect to confidentiality, non-competition, and non-solicitation of employees.

In connection with the Merger, the Company, Parent and Irwin D. Simon entered into a consulting agreement pursuant to which Mr. Simon agreed to provide certain transitional consulting services with respect to the business of the Company during the six-month period following the Effective Time (the “Simon Consulting Agreement”). The Simon Consulting Agreement will provide for a term of six months commencing on the Closing Date unless the parties agree to an extension or renewal of the Simon Consulting Agreement. As compensation for Mr. Simon’s services, the Company has agreed to pay Mr. Simon a consulting fee of $1.4 million, which will be paid in a single lump sum on the Closing Date. The Simon Consulting Agreement also contains other customary terms and provisions.

The information set forth in the tables below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of Whole Earth’s NEOs that is based on or otherwise relates to the Merger and assumes, among other things, that the Merger is consummated and that the NEOs will incur a severance-qualifying termination of employment immediately following consummation of the Merger. This termination is purely hypothetical and is solely for purposes of showing estimated severance compensation. The determination of which persons are NEOs is based on compensation awarded or paid to, earned by, the Company’s executive officers for the most recently completed fiscal year. With respect to the Company’s NEOs named in the Company’s last proxy filing regarding 2022 compensation, only Jeffrey Robinson is eligible to receive golden parachute compensation because the employment with the Company of the other NEOs was previously terminated. However, in accordance with SEC guidance, Rajnish Ohri, our current co-principal executive officer (but who was not one of our NEOs during 2022), is also considered an NEO for purposes of the information required by Item 402(t) of SEC Regulation S-K. In addition, information related to Bernardo Fiaux and Brian Litman are also included in this section because they qualify as NEOs based on 2023 compensation. Accordingly, the discussion in this section is limited to Messrs. Robinson, Ohri, Fiaux, and Litman.

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described below, and do not reflect certain compensation actions that may occur before the consummation of the merger. For purposes of calculating such amounts, on a pre-tax basis, Whole Earth has assumed:

If payments or benefits to an NEO under his or her respective agreement(s) (as described above in “—Change in Control and Severance Benefits under Existing Agreements”) would be subject to excise taxes under Section 280G and 4999 of the Code, such payments will be reduced if and to the extent needed so that the excise tax under Section 4999 of the Code does not apply.

The actual amount of any payments will likely differ from the below estimated amounts. No NEO is entitled to any pension, nonqualified deferred compensation or tax reimbursement payments from the Company.

As of the date of this proxy statement, other than the Transaction Bonus Agreements and the Simon Consulting Agreement described above, none of Whole Earth’s executive officers have (1) reached an understanding on potential employment or other retention terms or equity participation with the Surviving Corporation or with Parent or Merger Sub (or any of their respective affiliates), or (2) entered into any definitive agreements or arrangements regarding employment or other retention terms or equity participation with the Surviving Corporation or with Parent or Merger Sub (or any of their respective affiliates) to be effective following the consummation of the Merger. However, prior to the Effective Time, Parent or Merger Sub (or their respective affiliates) may have discussions with certain of Whole Earth’s employees (including certain of its executive officers) regarding employment or other retention terms and may enter into definitive agreements regarding employment, retention, or the right to purchase or participate in the equity of the Surviving Corporation or one or more of its affiliates in connection with the Merger. Any such agreements will not increase or decrease the Per Share Price paid to Whole Earth’s stockholders in the Merger.

Whole Earth’s directors and executive officers have informed Whole Earth that, as of the date of this proxy statement, they intend to vote all of the shares of Company Common Stock owned directly by them in favor of the Merger Proposal and each of the other proposals listed in this proxy statement. As of the Record Date, Whole Earth’s directors and executive officers beneficially owned, in the aggregate, [  ]% of the voting power of the shares of Company Common Stock outstanding as of the Record Date.

The Closing will take place (1) on a date that is no later than the third business day following the satisfaction or waiver (to the extent permitted under the Merger Agreement) of the last to be satisfied or waived of the closing conditions of the Merger Agreement (described in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing”), other than conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions, or (2) at such other time agreed to in writing by Whole Earth and Parent; provided, however, that in the event that the Closing would occur within ten (10) days of the end of any calendar month, the parties have agreed to use commercially reasonable efforts, to the extent practicable, to effect the Closing on the last day of a calendar month. On the closing date of the Merger, the parties will file a Certificate of Merger with the Secretary of State of the State of Delaware as provided under the DGCL and DLLCA. The Merger will become effective upon the filing and acceptance of such Certificate of Merger, or at a later time agreed to in writing by the parties and specified in such Certificate of Merger in accordance with the DGCL and DLLCA.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following discussion is a summary of certain U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) whose shares of Company Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the IRS, and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or to differing interpretations at any time, possibly with retroactive effect.

This discussion is limited to Whole Earth stockholders who hold their shares of Company Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes) and does not address any tax consequences applicable to holders of Whole Earth Equity Awards or Company Warrants. In addition, this summary does not describe any tax consequences arising under the laws of any state, local or foreign jurisdiction and does not consider any aspects of the alternative minimum tax, the Medicare tax on net investment income, or other U.S. federal non-income tax law (e.g., estate or gift taxation) that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, nor does it address any consequences to holders subject to special rules under U.S. federal income tax law, including, for example:

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company Common Stock, then the tax

treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Company Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Company Common Stock who or that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Such U.S. Holder’s gain or loss generally will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of common stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Company Common Stock.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of Company Common Stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Subject to the discussion under “Information Reporting and Backup Withholding” and “Foreign Account Tax Compliance Act” below, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Non-U.S. Holders should consult their tax advisors regarding the tax consequences to them of the Merger.

Information reporting will and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such Non U.S. Holder’s foreign status on an applicable IRS Form W-8 (or a substitute or successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder’s U.S. federal income tax liability; provided that the required information is timely furnished to the IRS.

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (“FATCA”) imposes a 30% U.S. federal withholding tax on dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, securities (including shares of Company Common Stock) paid to (i) “foreign financial institutions” (as specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in FATCA) and meets certain other specified requirements and (ii) non-financial foreign entities, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. If the country in which a Non-U.S. Holder is resident has entered into an “intergovernmental agreement” with the United States regarding FATCA, the Non-U.S. Holder may be permitted to report to that country instead of the United States, and the intergovernmental agreement may otherwise modify the requirements described in this paragraph. While withholding under FATCA generally would apply to payments of gross proceeds from the sale or other disposition of securities, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Non-U.S. Holders should consult their own tax advisors regarding the possible implications of FATCA and whether it applies to their disposition of shares of Company Common Stock in the Merger.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. HOLDERS ARE URGED TO

CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES OF COMMON STOCK PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, FOREIGN, LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Under the Merger Agreement, Parent, Merger Sub and the Company agreed to use reasonable best efforts to take, or cause to be taken, all actions, do, or cause to be done, all things and assist and cooperate with the other parties in doing, or causing to be done, all things necessary, proper or advisable under applicable law to consummate the Merger, including: (1) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities, and (2) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the Merger.

Under the HSR Act, the Merger cannot be completed until Parent and Whole Earth file a Notification and Report Form with the FTC and the DOJ and the applicable waiting period has expired or been terminated. The parties filed a notification and report form with the FTC and DOJ on March 4, 2024. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. The waiting period under the HSR Act is expected to expire at 11:59 p.m., Eastern time, on April 3, 2024.

Whole Earth and Parent have each agreed to (1) use its respective reasonable best efforts to supply (or cause the other to be supplied) with any additional information that reasonably may be required or requested by the FTC, the DOJ or the governmental authorities of any other applicable jurisdiction in which any such filing is made, and (2) use its respective reasonable best efforts to take all action necessary to, as soon as practicable, (a) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other antitrust laws applicable to the Merger and (b) obtain any required consents pursuant to any antitrust laws applicable to the Merger.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under its antitrust laws as it deems necessary or desirable. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of Whole Earth or Parent. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Pursuant to the Limited Guarantee, which was entered into by the Guarantors in favor of Whole Earth on February 12, 2024, each of the Guarantors has agreed to guarantee the due and punctual payment by Parent to Whole Earth of Parent’s obligations with respect such Guarantor’s Maximum Guarantor Percentage of (a) the Parent Termination Fee, if, as and when due pursuant to, and in accordance with, the terms and conditions the Merger Agreement, (b) the Enforcement Expenses, to the extent payable by Parent to the Company pursuant to, and in accordance with the Merger Agreement, and (c) any reimbursement and/or indemnification obligations that may arise pursuant to the Merger Agreement, subject to the limitations set forth therein (the obligations described in clauses (b) and (c) above, collectively, the “Expense Obligations” and, together with the obligation described in clause (a) above, collectively, the “Obligations”), provided that in no event shall the maximum amount of any Guarantor’s aggregate liability under the Limited Guarantee exceed an amount equal to such Guarantor’s Maximum Guarantor Percentage of the sum of (x) the Parent Termination Fee and (y) the Expense Obligations (such maximum aggregate amount, the “Cap”).

Subject to specified exceptions, the Limited Guarantee will terminate upon the earliest of

The Equity Commitment and Debt Commitment, each as described below, will be used to (a) fund, together with the proceeds of any third party financing obtained by Parent or its affiliates as of the Closing, the aggregate Per Share Price and other amounts required to be paid by Parent pursuant to the Merger Agreement (b) repay the obligations under our existing credit agreement, and (c) pay all related fees and expenses required to be paid by Parent or Merger Sub pursuant to the Merger Agreement in connection with the transactions contemplated by the Merger Agreement.

As of the date of this proxy statement, Parent and Merger Sub have not executed, nor negotiated, any alternative financing arrangements. In the event that all or any portion of the equity or debt financing commitments becomes unavailable on the terms and subject to the conditions contemplated in each of the Equity Commitment Letter and the Debt Commitment Letter, Parent and Merger Sub may use its reasonable best efforts to find replacement financings.

Pursuant to the Equity Commitment Letter and subject to the terms and conditions set forth therein, NewCo committed to purchase, or cause to be purchased, at or prior to the Effective Time, directly or indirectly, securities of Parent (including, without limitation, by way of direct or indirect contributions in the form of ordinary equity interests, preferred equity or in such other form as NewCo in its sole discretion deems appropriate) for an aggregate purchase price in cash not to exceed $300 million (the “Equity Commitment”).

The Equity Commitment will be funded by Newco with the proceeds of the equity investment in Newco to be made by Rhône Partners VI L.P., a Cayman Islands limited partnership, Rhône Offshore Partners VI L.P., a Cayman Islands limited partnership, and Rhône Partners VI (DE) L.P, a Delaware limited partnership (collectively, the “Rhône Investors”), contemporaneously with the Closing, subject to the satisfaction of certain conditions precedent to such investment.

NewCo’s obligation to fund the Equity Commitment is subject to the following conditions:

NewCo’s obligations under the Equity Commitment Letter will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Closing, (b) the valid termination of the Merger Agreement in accordance with the terms thereof, (c) the funding in full of the Equity Commitment or (d) any time when the Company or any of its affiliates commences any litigation or other proceeding, directly or indirectly, asserting that certain provisions of the Equity Commitment Letter limiting NewCo’s or certain of its related parties’ liability under the Equity Commitment Letter are illegal, invalid or unenforceable, in whole or in part, or asserting that NewCo is liable in excess of the Equity Commitment, or asserting any claim against NewCo or any of its related parties (other than a claim (i) against Parent and Merger Sub pursuant to the Merger Agreement to the extent permitted thereunder, (ii) pursuant to the Company’s third-party beneficiary rights under the Equity Commitment Letter, including its right to cause the Equity Commitment to be funded in accordance with the terms of the Equity Commitment Letter and to the extent permitted by the Merger Agreement, and (iii) in respect of the Confidentiality Agreement (as defined in the Equity Commitment Letter), solely with respect to the parties thereto).

The Company is an express third-party beneficiary of the rights granted to Parent under the Equity Commitment Letter and is entitled to obtain specific performance of Parent’s right to cause the Equity Commitment to be funded pursuant to, and in accordance with, the terms of the Equity Commitment Letter solely if the Company is awarded specific performance of Parent’s obligation to cause the Equity Financing to be funded pursuant to the Merger Agreement.

Pursuant to the Debt Commitment Letter, provided, severally and not jointly, by Silver Point Finance, LLC (acting directly or indirectly through its parent or one or more of its direct or indirect affiliates, managed funds or accounts) (“SPC”) and Fortress Credit Corp. on behalf of itself and/or as agent on behalf of one or more funds or accounts managed by affiliates of Fortress Credit Corp. (“Fortress” and together with SPC, collectively, the “Incremental Term Loan Lenders”) to Parent, the Incremental Term Loan Lenders committed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at or prior to the closing of the Merger, an incremental term loan facility (the “Incremental Term Loan Facility”) consisting of $375,000,000 in term loans (the “Incremental Term Loans”), upon the terms and subject to the conditions set forth in the Debt Commitment Letter (the “Debt Commitment”). SPC committed to provide up to 60% of the Incremental Term Loan Facility, and Fortress committed to provide up to 40% of the Incremental Term Loan Facility. The Incremental Term Loans will be required to be paid in full on December 16, 2027 (the “Maturity Date”), and will be secured by substantially all of the assets of Parent, Sababa Holdings LLC and the subsidiaries of Parent pursuant to a customary security agreement.

At Parent’s option, the Incremental Term Loans will accrue interest at a rate per annum equal to (i) Term SOFR plus 6.00%, or (ii) Alternate Base Rate plus 5.00% (calculated based on the actual days elapsed in a year of 360 days or, in the case of Incremental Term Loans accruing interest at a rate equal to the Alternate Base Rate determined by reference to the Prime Rate (as defined in the Debt Commitment Letter), 365 or 366 days, as the case may be). Parent may elect interest periods of one, three or six months for SOFR borrowings. At the option of the Incremental Term Loan Lenders, during the occurrence and continuation of an event of default, interest on the Incremental Term Loans shall accrue at a rate equal to 2.00% per annum (the “Default Rate”) in addition to the rate currently in effect. Interest will be payable (a) for Incremental Term Loans accruing interest at a rate equal to the Term SOFR, in arrears at the end of each interest period and, for interest periods greater than three months, every three months, and on the Maturity Date, and (b) for Incremental Term Loans accruing interest at a rate equal to the Alternate Base Rate, quarterly in arrears, and on the Maturity Date.

Commencing with the first full fiscal quarter ending after the Closing Date, the Incremental Term Loans will be payable in equal quarterly installments in an aggregate principal amount equal to 1.00% of the original principal amount of the Incremental Term Loans, with the balance due and payable on the Maturity Date. Mandatory prepayments are required in connection with certain asset dispositions, subject to customary reinvestment rights, and casualty events, subject to customary repair or replacement rights. In addition, Parent may prepay Incremental Term Loans at any time, without premium or penalty.

The obligation of the Incremental Term Loan Lenders to fund the Incremental Term Loans described above is subject to customary conditions, including the following: