X0306 4 2020-06-24 0 0001753706 Whole Earth Brands, Inc. FREE 0001425518 Carroll John C/O WHOLE EARTH BRANDS, INC. 125 S. WACKER DRIVE, SUITE 3150 CHICAGO IL 60606 0 0 1 1 Former CEO and Director 0001753650 Act II Global LLC C/O WHOLE EARTH BRANDS, INC. 125 S. WACKER DRIVE, SUITE 3150 CHICAGO IL 60606 0 0 1 0 Common Stock 2020-06-24 4 C 0 7500000 A 7500000 I See Footnote Common Stock 2020-06-25 4 J 0 3000000 D 4500000 I See Footnote Class B Ordinary Shares 2020-06-24 4 C 0 7500000 D Class A Ordinary Shares 7500000 7500000 I See Footnote Warrants 2020-06-25 4 J 0 6750000 D Class A Ordinary Shares 0 0 I See Footnote Prior to the consummation of the issuer's initial business combination on June 25, 2020 (the "Business Combination"), the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding Class B ordinary share of the issuer (the "Founder Shares") was converted into one share of the issuer's common stock (the "common stock"). The reporting persons held 7,500,000 Founder Shares prior to the Business Combination, which were converted into 7,500,000 shares of common stock upon the Domestication. These securities are held by Act II Global LLC (the "Sponsor"). John Carroll is the managing member of the Sponsor. Mr. Carroll has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Carroll disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares. In connection with the consummation of the Business Combination, 3,000,000 of the Founder Shares were forfeited by the reporting persons to the issuer for no consideration. Includes 3,000,000 shares of common stock held in an escrow account, subject to vesting and forfeiture based on certain stock price thresholds for the common stock. The Founder Shares were initially convertible into Class A ordinary shares of the issuer at the time of the issuer's initial business combination as described under the heading "Description of Securities-Founder shares" in the issuer's registration statement on Form S-1 (File No. 333-230756) and had no expiration date. In connection with the consummation of the Business Combination, all of the Sponsor's private placement warrants were forfeited by the reporting persons to the issuer for no consideration. /s/ John Carroll 2020-06-26 /s/ John Carroll as Managing Member of Act II Global LLC 2020-06-26