SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

9,085,743*

SHARED VOTING POWER

13,247,551*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

13,247,551*

0001193125-21-002050.txt : 20210105 0001193125-21-002050.hdr.sgml : 20210105 20210105171428 ACCESSION NUMBER: 0001193125-21-002050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210105 DATE AS OF CHANGE: 20210105 GROUP MEMBERS: IAN G. H. ASHKEN GROUP MEMBERS: IGHA HOLDINGS, LLLP GROUP MEMBERS: JAMES E. LILLIE GROUP MEMBERS: JTOO LLC GROUP MEMBERS: MARIPOSA ACQUISITION IV, LLC GROUP MEMBERS: MEF HOLDINGS, LLLP GROUP MEMBERS: ROBERT A. E. FRANKLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APi Group Corp CENTRAL INDEX KEY: 0001796209 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 981510303 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91491 FILM NUMBER: 21507033 BUSINESS ADDRESS: STREET 1: C/O API GROUP, INC. STREET 2: 1100 OLD HIGHWAY 8 NW CITY: NEW BRIGHTON STATE: MN ZIP: 55112 BUSINESS PHONE: 651-636-4320 MAIL ADDRESS: STREET 1: C/O API GROUP, INC. STREET 2: 1100 OLD HIGHWAY 8 NW CITY: NEW BRIGHTON STATE: MN ZIP: 55112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN MARTIN E CENTRAL INDEX KEY: 0000940603 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O MARIPOSA CAPITAL, LLC STREET 2: 5200 BLUE LAGOON DRIVE, SUITE 855 CITY: MIAMI STATE: FL ZIP: 33126 SC 13D/A 1 d14613dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

APi Group Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00187Y 100 (Common Stock)

(CUSIP Number)

Mariposa Acquisition IV, LLC

c/o Mariposa Capital, LLC

500 South Pointe Drive, Suite 240

Miami Beach, Florida 33139

Attn: Martin E. Franklin

(786) 482-6333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 4, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 00187Y 100		Page 2 of 13 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martin E. Franklin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

*	See Item 5

SCHEDULE 13D


CUSIP No. 00187Y 100		Page 3 of 13 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mariposa Acquisition IV, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	See Item 5

SCHEDULE 13D


CUSIP No. 00187Y 100		Page 4 of 13 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MEF Holdings, LLLP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	See Item 5

SCHEDULE 13D


CUSIP No. 00187Y 100		Page 5 of 13 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ian G. H. Ashken
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

*	See Item 5

SCHEDULE 13D


CUSIP No. 00187Y 100		Page 6 of 13 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IGHA Holdings, LLLP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	See Item 5

SCHEDULE 13D


CUSIP No. 00187Y 100		Page 7 of 13 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James E. Lillie
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

*	See Item 5

SCHEDULE 13D


CUSIP No. 00187Y 100		Page 8 of 13 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JTOO LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Florida

*	See Item 5

SCHEDULE 13D


CUSIP No. 00187Y 100		Page 9 of 13 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert A. E. Franklin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

*	See Item 5

Item 1.

Security and Issuer.

This Amendment No. 1 (the “Amendment”) amends the Statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the “Commission”) on April 29, 2020 (the “Statement”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of APi Group Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1100 Old Highway 8 NW, New Brighton, MN 55112.

Item 2.

Identity and Background.

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

(a)

This Statement is being jointly filed by Martin E. Franklin (“M. Franklin”), MEF Holdings, LLLP, a Delaware limited liability limited partnership (“MEF Holdings”), Mariposa Acquisition IV, LLC, a Delaware limited liability company (“Mariposa” and together with M. Franklin and MEF Holdings, collectively referred to as the “Franklin Reporting Persons”), Ian G.H. Ashken (“Ashken”), IGHA Holdings, LLLP, a Delaware limited liability limited partnership (“IGHA Holdings” and together with Ashken, the “Ashken Reporting Persons”), James E. Lillie (“Lillie”) and JTOO LLC, a Florida limited liability company (“JTOO”, and together with Lillie, the “Lillie Reporting Persons”) and Robert A. E. Franklin (“R. Franklin”) pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. The Franklin Reporting Persons, Ashken Reporting Persons, Lillie Reporting Persons and R. Franklin are collectively referred to as the “Reporting Persons”.

MEF Holdings, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust of which M. Franklin is the sole settlor and trustee, holds a limited liability company interest in Mariposa. Mariposa is a private investment vehicle of M. Franklin, who is the manager of Mariposa. IGHA Holdings, the general partner of which is IGHA Holdings, LLC, a Delaware limited liability company, is wholly owned by the Ian G. H. Ashken Living Trust (the “Ashken Trust”) and holds a limited liability company interest in Mariposa. Ashken is the sole settlor and trustee of the Ashken Trust. JTOO is owned by the Lillie 2015 Dynasty Trust, of which Lillie is the grantor, and holds a limited liability company interest in Mariposa.

(b)

The business address of each of the Reporting Persons is c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240, Miami Beach, Florida 33139.

(c)

The present principal business of each of Mariposa, MEF Holdings, IGHA Holdings and JTOO is that of a private investment entity, engaged in the purchase and sale of securities for investment for its own account. M. Franklin directs the voting and investment activities of Mariposa and MEF Holdings. Ashken directs the voting and investment activities of IGHA Holdings. Lillie indirectly directs the voting and investment activities of JTOO.

(d)

None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Mariposa and MEF Holdings are organized under the laws of Delaware and M. Franklin is a citizen of the United Kingdom. IGHA Holdings is organized under the laws of Delaware and Ashken is a citizen of the United States. JTOO is organized under the laws of Florida and Lillie is a citizen of the United States. R. Franklin is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and restated in its entirety as follows:

Each of Mariposa, MEF Holdings, IGHA Holdings and JTOO is engaged in the purchase and sale of securities for investment on its own account. The source of funds is the investment capital of Mariposa, MEF Holdings, IGHA Holdings and JTOO, respectively.

The information set forth in Item 4 of the Statement is incorporated herein by reference.

Item 4.

Purpose of the Transaction.

Item 4 of the Statement is hereby amended by the addition of the following:

On January 4, 2021, Mariposa was issued 12,447,912 shares of Common Stock by the Issuer (the “2020 Dividend Shares”) as a dividend on its Series A Preferred Stock. The number of 2020 Dividend Shares issued was based on the share price appreciation of the Common Stock as described in the Issuer’s certificate of incorporation. Effective as of January 5, 2021, Mariposa distributed 21,781,245 shares of Common Stock, which included the 2020 Dividend Shares, to its members pursuant to its governing documents, including 9,247,551 shares of Common Stock to MEF Holdings, 4,245,999 shares of Common Stock to IGHA Holdings, 4,245,999 shares of Common Stock to JTOO (of which 1,125,000 shares of Common Stock were subsequently distributed to Lillie) and 583,745 shares of Common Stock to R. Franklin for no consideration (the “Distribution”).

In connection with the Distribution, M. Franklin entered into an Irrevocable Proxy Agreement on January 5, 2021 (the “Proxy Agreement”) with each of Ashken, Lillie and R. Franklin pursuant to which each of them granted M. Franklin an irrevocable proxy to vote, for so long as M. Franklin serves as a director on the Issuer Board (the “Proxy Term”), all shares of Common Stock beneficially owned, directly or indirectly, by each of them (i) as of the date of the Proxy Agreement and (ii) that may be acquired after the date of the Proxy Agreement (in each case, to the extent that each of them has the power to vote or direct the vote of such shares of Common Stock). As a result of the Proxy Agreement, the Reporting Persons have formed a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and Rule 13d-5(b)(1) thereunder. M. Franklin has no pecuniary interest in the shares of Common Stock held by any of the Ashken Reporting Persons, the Lillie Reporting Persons or R. Franklin as a result of the Proxy Agreement. Except as set forth herein, none of the Ashken Reporting Persons, the Lillie Reporting Persons or R. Franklin has beneficial ownership or a pecuniary interest in the shares of Common Stock held by the Franklin Reporting Persons.

The foregoing description of the Proxy Agreement is qualified in its entirety by reference to the Proxy Agreement, which is filed as Exhibit E to the Statement and is incorporated herein by reference.

Mr. Lillie has been a director of the Issuer since its inception in September 2017. Mr. Ashken has been a director of the Issuer since October 2019. Mr. R. Franklin has been a Vice President of the Issuer since October 2019.

Item 5.

Interest in Securities of the Issuer.

Paragraphs (a) – (c) of the Statement are hereby amended and restated in their entirety as follows:

(a) – (b)

As of the date hereof, M. Franklin beneficially owns 22,333,294 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days) consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 13,247,551 shares of Common Stock (which includes 4,000,000 shares of Series A Preferred Stock convertible into 4,000,000 shares of Common Stock within 60 days) controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons and (ii) sole power to vote, or to direct the vote, of 9,085,743 shares of Common Stock held directly by IGHA Holdings, JTOO, Lillie and R. Franklin (each as further described below).

Each of M. Franklin, MEF Holdings and Mariposa has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 13,247,551, 13,247,551 and 4,000,000 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days), respectively. The shares beneficially owned by M. Franklin consist of (i) 13,247,551 shares of Common Stock held directly by MEF Holdings, (ii) 4,000,000 shares of Series A Preferred Stock held by Mariposa that are convertible at any time at the option of the holder into the same number of shares of Common Stock, and (iii) 4,255,999, 4,245,999 and 583,745 shares of Common Stock held by the Ashken Reporting Persons, Lillie Reporting Persons and R. Franklin, respectively (which M. Franklin has the sole power to vote pursuant to the Proxy Agreement). In the aggregate, such 22,333,294, 13,247,551, and 9,085,743 shares of Common Stock represent approximately 11.5%, 7.2% and 4.9%, respectively, of all outstanding shares of Common Stock (assuming the conversion of the shares of Series A Preferred Stock). M. Franklin and MEF Holdings may be deemed to have a pecuniary interest in 9,247,551 shares of Common Stock and 1,728,400 shares of Series A Preferred Stock.

As of the date hereof, (i) the Ashken Reporting Persons may be deemed to beneficially own and have shared power to dispose, or to direct the disposition of, an aggregate of 4,255,999 shares of Common Stock, (ii) the Lillie Reporting Persons may be deemed to beneficially own and have (A) shared power to dispose, or to direct the disposition of, an aggregate of 3,120,999 shares of Common Stock and (B) sole power to dispose, or to direct the disposition of, an aggregate of 1,125,000 shares of Common Stock and (iii) R. Franklin may be deemed to beneficially own and have sole power to dispose, or to direct the disposition of, an aggregate of 583,745 shares of Common Stock. In the aggregate, such 4,255,999, 3,120,999, 1,125,000 and 583,745 shares of Common Stock represent approximately 2.4%, 1.7%, 0.6% and 0.3%, respectively, of all outstanding shares of Common Stock. Each of IGHA Holdings, JTOO and R. Franklin directly owns 19.2%, 19.2% and 2.0%, respectively of Mariposa, representing a pecuniary interest in 768,000, 768,000 and 80,000 shares of Series A Preferred Stock.

(c)

Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days.

Item 7.

Materials to be Filed as Exhibits.

Exhibit D — Joint Filing Agreement among the Reporting Persons, dated January 5, 2021.

Exhibit E — 2021 Proxy Agreement, dated January 5, 2021.

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 5, 2021


MARIPOSA ACQUISITION IV, LLC

By:		/s/ Martin E. Franklin
Name:		Martin E. Franklin
Title:		Manager

MEF HOLDINGS, LLLP

By: MEF Holdings, LLC, the general partner of MEF Holdings, LLLP

By: Mariposa Capital, LLC, the manager of MEF Holdings, LLC

By:		/s/ Desiree DeStefano
Name:		Desiree DeStefano
Title:		Chief Financial Officer

/s/ Martin E. Franklin
Martin E. Franklin

IGHA HOLDINGS, LLLP

By: IGHA Holdings, LLC, the general partner of IGHA Holdings, LLLP

By:		/s/ Ian G. H. Ashken
Name:		Ian G. H. Ashken
Title:		Manager

/s/ Ian G. H. Ashken
Ian G. H. Ashken

JTOO LLC

By:		/s/ Desiree DeStefano
Name:		Desiree DeStefano
Title:		Manager

/s/ James E. Lillie
James E. Lillie

/s/ Robert A. E. Franklin
Robert A. E. Franklin

[Signature Page to Amendment]

EX-99.D 2 d14613dex99d.htm EX-99.D EX-99.D

EXHIBIT D

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this Joint Filing Agreement is attached and have duly executed this Joint Filing Agreement as of the date set forth below.


Dated: January 5, 2021	MARIPOSA ACQUISITION IV, LLC

	By:	/s/ Martin E. Franklin
	Name:	Martin E. Franklin
	Title:	Manager

	MEF HOLDINGS, LLLP

	By: MEF Holdings, LLC, the general partner of MEF Holdings, LLLP

	By: Mariposa Capital, LLC, the manager of MEF Holdings, LLC

	By:	/s/ Desiree DeStefano
	Name:	Desiree DeStefano
	Title:	Chief Financial Officer

	/s/ Martin E. Franklin
	Martin E. Franklin

	IGHA HOLDINGS, LLLP

	By: IGHA Holdings, LLC, the general partner of IGHA Holdings, LLLP

	By:	/s/ Ian G. H. Ashken
	Name:	Ian G. H. Ashken
	Title:	Manager

	/s/ Ian G. H. Ashken
	Ian G. H. Ashken

	JTOO LLC

	By:	/s/ Desiree DeStefano
	Name:	Desiree DeStefano
	Title:	Manager

	/s/ James E. Lillie
	James E. Lillie

	/s/ Robert A. E. Franklin
	Robert A. E. Franklin

EX-99.E 3 d14613dex99e.htm EX-99.E EX-99.E

EXHIBIT E

IRREVOCABLE PROXY AGREEMENT

IRREVOCABLE PROXY AGREEMENT, dated as of January 5, 2021 (as the same may be amended, this “Agreement”), among Martin E. Franklin, an individual resident of the State of Florida (“Franklin”) and each of the undersigned persons named on the signature pages hereto (each, a “Subject Party” and collectively, the “Subject Parties”).

WHEREAS, each Subject Party received a distribution of shares of common stock, par value $0.0001 per share (the “Common Stock”) of APi Group Corporation, a Delaware corporation listed on the New York Stock Exchange (“APi”) that included the shares of Common Stock set forth next to its name on Schedule I attached hereto (being referred to collectively as the “Subject Shares”).

WHEREAS, each Subject Party has agreed to irrevocably grant to and appoint Franklin as proxy and attorney-in-fact (with full power of substitution), for and in their name, place, and stead, to vote all of the Subject Shares at any meeting of the APi stockholders or to otherwise consent to any corporate or stockholder action for so long as Franklin serves as a director on the Board of Directors of APi (the “Proxy Term”).

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

GRANT OF PROXY

Section 1.1. Irrevocable Proxy. Each Subject Party hereby irrevocably and unconditionally, to the fullest extent permitted by law (but only for so long as Franklin serves as a director on the Board of Directors of APi (the “Proxy Term”)), makes, constitutes and appoints Franklin as its sole and exclusive true and lawful attorney-in-fact and proxy, in such Subject Party’s name, place and stead, with full power and authority, including, without limitation, of substitution and re-substitution, and to the same effect as such Subject Party can, might or could do under law, to exercise during the Proxy Term (but only during the Proxy Term), in a manner Franklin deems in his sole and absolute discretion appropriate, all voting, consent and similar rights (to the full extent that the Subject Party would be entitled to so vote and exercise them, and including, without limitation, the power to execute and deliver written consents) at every annual, special or adjourned meeting of stockholders of APi and in every written consent in lieu of such a meeting, with respect to the Subject Shares. Upon the execution of this Agreement, any and all prior proxies given by each Subject Party with respect to Subject Shares are hereby revoked and, subject to the terms and conditions set forth in this Agreement, each Subject Party agrees not to grant during the Proxy Term any subsequent proxies with respect to the Subject Shares if and to the extent inconsistent with this Section 1.1.

The proxy granted hereby (a) is irrevocable and coupled with an interest sufficient in law to support an irrevocable power, (b) shall survive and not be affected by the subsequent death, disability, incapacity, insolvency or bankruptcy of a Subject Party and (c) shall continue in full force and effect until the expiration of the Proxy Term.

Section 1.2. After-Acquired Shares of Common Stock. The terms and conditions of this Agreement will cover, and apply to the same extent with respect to, any shares of Common Stock that may be distributed to, acquired by or otherwise beneficially owned, directly or indirectly, by any Subject Party after the date hereof (to the extent that such Subject Party has the power to direct the vote of such Subject Shares) and any such after acquired shares of Common Stock shall be considered “Subject Shares” under this Agreement.

ARTICLE II

MISCELLANEOUS

Section 2.1. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding anything contained herein to the contrary, this Agreement may be terminated with respect to any Subject Party at any time by Franklin by notice given to such Subject Party as provided in Section 2.7.

Section 2.2. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 2.3. Successors and Assigns; No Third-Party Beneficiaries. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 2.4. Governing Law. This Agreement and all other matters related to or arising from this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to conflict of laws principles.

Section 2.5. Counterparts; Effectiveness. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

Section 2.6. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provisions is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 2.7. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following address (or at such other address for a party as shall be specified by like notice): c/o Mariposa Capital, LLC, 500 South Point Drive, Suite 240, Miami Beach, Florida 33139.

Section 2.8. Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. The words “beneficial ownership” and “owned beneficially” and words of similar import when used in this Agreement shall be deemed to mean “beneficial ownership” as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 2.9. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


/s/ Martin E. Franklin
Martin E. Franklin

/s/ Ian G. H. Ashken
Ian G. H. Ashken

/s/ James E. Lillie
James E. Lillie

/s/ Robert A. E. Franklin
Robert A. E. Franklin

Schedule I


Subject Party	Subject Shares(1)
Ian G. H. Ashken		4,255,999
James E. Lillie		4,245,999
Robert A. E. Franklin		583,745

(1)	Includes Subject Shares beneficially owned, directly or indirectly, by the Subject Party (to the extent that such Subject Party has the power to direct the vote of such Subject Shares).