SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

2,229,235*

SHARED VOTING POWER

10,774,151*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

10,774,151*

0001193125-21-003247.txt : 20210106 0001193125-21-003247.hdr.sgml : 20210106 20210106165458 ACCESSION NUMBER: 0001193125-21-003247 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210106 DATE AS OF CHANGE: 20210106 GROUP MEMBERS: DESIREE DESTEFANO GROUP MEMBERS: DESIREE DESTEFANO REVOCABLE TRUST GROUP MEMBERS: IAN G.H. ASHKEN GROUP MEMBERS: JAMES E. LILLIE GROUP MEMBERS: MARIPOSA ACQUISITION II, LLC GROUP MEMBERS: MARTIN E. FRANKLIN REVOCABLE TRUST GROUP MEMBERS: POWDER HORN HILL PARTNERS II. LLC GROUP MEMBERS: TASBURGH, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nomad Foods Ltd CENTRAL INDEX KEY: 0001651717 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89365 FILM NUMBER: 21511364 BUSINESS ADDRESS: STREET 1: 1 NEW SQUARE STREET 2: BEDFONT LAKES BUSINESS PARK CITY: FELTHAM STATE: X0 ZIP: TW14 8HA BUSINESS PHONE: 00442089183200 MAIL ADDRESS: STREET 1: 1 NEW SQUARE STREET 2: BEDFONT LAKES BUSINESS PARK CITY: FELTHAM STATE: X0 ZIP: TW14 8HA 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 d60887dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Nomad Foods Limited

(Name of Issuer)

Ordinary Shares, No Par Value

(Title of Class of Securities)

G6564A105

(CUSIP Number)

Mariposa Acquisition II, 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. G6564A 105		Page 2 of 15 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. G6564A 105		Page 3 of 15 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martin E. Franklin Revocable Trust
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. G6564A105		Page 4 of 15 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mariposa Acquisition II, 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. G6564A105		Page 5 of 15 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 Kingdom

*	See Item 5.


	SCHEDULE 13D
CUSIP No. G6564A105		Page 6 of 15 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tasburgh, 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 Connecticut

*	See Item 5.


	SCHEDULE 13D
CUSIP No. G6564A105		Page 7 of 15 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. G6564A105		Page 8 of 15 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Powder Horn Hill Partners II. 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. G6564A105		Page 9 of 15 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Desiree DeStefano
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. G6564A105		Page 10 of 15 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Desiree DeStefano Revocable Trust
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.

Item 1. Security and Issuer.

This Amendment No. 4 (the “Amendment”) is being jointly filed by Martin E. Franklin (“Franklin”), the Martin E. Franklin Revocable Trust (the “Franklin Trust”), Mariposa Acquisition II, LLC, a Delaware limited liability company (“Mariposa” and together with Franklin and the Franklin Trust, collectively referred to as the “Franklin Reporting Persons”), Ian G.H. Ashken (“Ashken”), Tasburgh, LLC, a Connecticut limited liability company (“Tasburgh”, and together with Ashken, the “Ashken Reporting Persons”), James E. Lillie (“Lillie”), Powder Horn Hill Partners II, LLC, a Florida limited liability company (“PHHP”, and together with Lillie, the “Lillie Reporting Persons”), Desiree A. DeStefano (“DeStefano”) and the Desiree A. DeStefano Revocable Trust (the “DeStefano Trust”, and together with DeStefano, the “DeStefano Reporting Persons”) to amend the Statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the “Commission”) on January 12, 2018 (as amended by Amendment No. 1 filed on June 15, 2018, Amendment No. 2 filed on January 7, 2019 and Amendment No. 3 filed on January 6, 2020, the “Statement”) with respect to the ordinary shares, no par value (the “Ordinary Shares”), of Nomad Foods Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Issuer”). The principal executive offices of the Issuer are located at No. 1 New Square, Bedfont Lakes Business Park, Feltham, Middlesex TW14 8HA, United Kingdom. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. The Franklin Reporting Persons, the Ashken Reporting Persons, the Lillie Reporting Persons and the DeStefano Reporting Persons are collectively referred to herein as the “Reporting Persons”.

Item 4. Purpose of Transaction.

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

On January 4, 2021, Mariposa was issued 1,937,518 Ordinary Shares by the Issuer (the “2020 Dividend Shares”) as a dividend on its Founder Preferred Shares. The number of 2020 Dividend Shares issued was based on the share price appreciation of the Ordinary Shares as described in the Issuer’s amended and restated memorandum and articles of association. Effective as of January 6, 2021, Mariposa distributed the 2020 Dividend Shares to its members for no consideration pursuant to its governing document, including 852,507 Ordinary Shares to the Franklin Trust, 484,380 Ordinary Shares to RSMA, LLC, 145,314 Ordinary Shares to Tasburgh, 145,314 Ordinary Shares to PHHP and 19,375 Ordinary Shares to the DeStefano Trust.

On January 6, 2021, Franklin, Ashken and Lillie amended and restated the existing 2018 Proxy Agreement and 2019 Proxy Agreement by entering into the Amended and Restated Irrevocable Proxy Agreement (the “2021 Proxy Agreement”), which, among other things, made Ashken and Lillie parties to, and removed Tasburgh, PHHP and the DeStefano Trust from, the 2021 Proxy Agreement. Pursuant to the 2021 Proxy Agreement, each of Ashken and Lillie granted Franklin an irrevocable proxy to vote, for so long as Franklin serves as a director on the Issuer’s board of directors, all Ordinary Shares beneficially owned, directly or indirectly, by each of them (which includes all Ordinary Shares held directly by Tasburgh and PHHP, respectively) (i) as of the date of the 2021 Proxy Agreement and (ii) that may be acquired after the date of the 2021 Proxy Agreement (in each case, to the extent that each of them has the power to vote or direct the vote of such Ordinary Shares). As a result of the 2021 Proxy Agreement, the DeStefano Reporting Persons are no longer considered a member of the “group” for purposes of Section 13(d) under the Exchange Act (the “Group”).

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, Franklin beneficially owns 13,003,386 Ordinary Shares (which includes Founder Preferred Shares convertible into Ordinary Shares 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, 10,774,151 Ordinary Shares (which includes Founder Preferred Shares convertible into Ordinary Shares 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 2,229,235 Ordinary Shares held directly by Tasburgh, PHHP and Lillie (each as further described below).

Each of Franklin, the Franklin Trust 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 13,003,386, 7,868,600 and 750,000 Ordinary Shares (each of which includes Founder Preferred Shares convertible into Ordinary Shares within 60 days), respectively. The shares beneficially owned by Franklin consist of (i) 7,118,600 Ordinary Shares held directly by the Franklin Trust, (ii) 3,631,939 Ordinary Shares held by RSMA LLC (all of which are deemed to be beneficially owned by Franklin and 726,388 of which are held directly by the Trust), (iii) 750,000 Founder Preferred Shares held by Mariposa that are convertible at any time at the option of the holder into the same number of Ordinary Shares and (iv) 1,118,126, 1,089,581 and 21,528 Ordinary Shares held by Tasburgh, PHHP and Lillie, respectively (which Franklin has the sole power to vote pursuant to the Proxy Agreements). In the aggregate, such 13,003,386, 10,774,151, 7,868,600 and 750,000 Ordinary Shares represent approximately 7.4%, 6.1%, 4.5% and 0.4%, respectively, of all outstanding Ordinary Shares (calculated based on 176,055,933 Ordinary Shares outstanding as of January 4, 2021 (as reported in the Issuer’s Report on Form 6-K filed on January 4, 2021) and assuming the conversion of Mariposa’s Founder Preferred Shares, but without including any conversion of Founder Preferred Shares held by any other person). Franklin indirectly owns 69% of Mariposa, representing a pecuniary interest in 517,500 Founder Preferred Shares.

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 1,118,126 Ordinary Shares, (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 1,089,581 Ordinary Shares and (B) sole power to dispose, or to direct the disposition of, an aggregate of 21,528 Ordinary Shares and (iii) the DeStefano Reporting Persons (who will no longer be considered members of the Group or Reporting Persons hereunder) may be deemed to beneficially own and have shared power to dispose, or to direct the disposition of, an aggregate of 145,277 Ordinary Shares. In the aggregate, such 1,118,126, 1,089,581, 21,528 and 145,277 Ordinary Shares represent approximately 0.6%, 0.6%, 0.01%, and 0.1% of all outstanding Ordinary Shares (calculated based on 176,055,933 Ordinary Shares outstanding as of January 4, 2021 (as reported in the Issuer’s Report on Form 6-K filed on January 4, 2021)). Each of Tasburgh, PHHP and the DeStefano Trust directly owns 7.5%, 7.5% and 1%, respectively of Mariposa, representing a pecuniary interest in 56,250, 56,250 and 7,500 Founder Preferred Shares.

(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 B — Joint Filing Agreement among the Reporting Persons, dated June 15, 2018 (incorporated by reference to Exhibit B to the Amendment filed by the Reporting Persons with respect to the Issuer on June 15, 2018).

Exhibit D — Amended and Restated Irrevocable Proxy Agreement, dated January 6, 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 6, 2021	MARIPOSA ACQUISITION II, LLC

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

	MARTIN E. FRANKLIN REVOCABLE TRUST

	By:	/s/ Martin E. Franklin
		Martin E. Franklin, as settlor and trustee of the Martin E. Franklin Revocable Trust

	By:	/s/ Martin E. Franklin
		Martin E. Franklin

	TASBURGH, LLC

	By:	/s/ Ian G. H. Ashken
		Name: Ian G. H. Ashken
		Title: Managing Member

	By:	/s/ Ian G. H. Ashken
		Ian G. H. Ashken

[Signature Page to Amendment]


POWDER HORN HILL PARTNERS II, LLC

By:	/s/ James E. Lillie
	Name:	James E. Lillie
	Title:	Managing Member

By:	/s/ James E. Lillie
	James E. Lillie

THE DESIREE DESTEFANO REVOCABLE TRUST

By:	/s/ Desiree A. DeStefano
	Name:	Desiree A. DeStefano
	Title:	Trustee

By:	/s/ Desiree A. DeStefano
	Desiree A. DeStefano

[Signature Page to Amendment]

EX-99.D 2 d60887dex99d.htm EX-99.D EX-99.D

EXHIBIT D

AMENDED AND RESTATED

IRREVOCABLE PROXY AGREEMENT

AMENDED AND RESTATED IRREVOCABLE PROXY AGREEMENT, dated as of January 6, 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, (i) on June 15, 2018, Tasburgh LLC (“Tasburgh”), Powder Horn Hill Partners II, LLC (“PHHP”) and the Desiree DeStefano Revocable Trust (the “DeStefano Trust”) entered into an irrevocable proxy agreement with Franklin (the “June 2018 Proxy Agreement”) with respect to the Subject Shares (as defined in the June 2018 Proxy Agreement) and (ii) on January 7, 2019, Tasburgh, PHHP and the DeStefano Trust entered into an irrevocable proxy agreement with Franklin (the “January 2019 Proxy Agreement” and together with the June 2018 Proxy Agreement, each an “Existing Agreement” and collectively, the “Existing Agreements”) with respect to the Subject Shares (as defined in the January 2019 Proxy Agreement), in each case, intended to grant and appoint Franklin as its sole and exclusive attorney-in-fact and proxy to vote and exercise in a manner Franklin deems in his sole and absolute discretion appropriate, all voting and in every written consent in lieu of such a meeting, with respect to the respective Subject Shares (as defined in the applicable Existing Agreement) on the terms and conditions set forth in the applicable Existing Agreement for so long as Franklin serves as a director on the Board of Directors of Nomad.

WHEREAS, the parties hereto wish to amend and restate the Existing Agreements by entering into this Agreement, and in doing so, (i) make the beneficial owner of all securities owned by Tasburgh, Ian G. H. Ashken, a Subject Party (and remove Tasburgh as a Subject Party from the Existing Agreements), (ii) make the beneficial owner of all securities owned by PHHP, James E. Lillie, a Subject Party (and remove PHHP as a Subject Party from the Existing Agreements), (iii) remove the DeStefano Trust as a Subject Party from the Existing Agreements and (iv) amend certain other provisions of the Existing Agreements.

WHEREAS, each Subject Party beneficially owns, directly or indirectly, the ordinary shares of no par value (the “Ordinary Shares”) of Nomad Foods Limited, a British Virgin Islands business company listed on the New York Stock Exchange (“Nomad”) set forth next to its name on Schedule I attached hereto (being referred to collectively as the “Subject Shares”).

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 Nomad (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, extraordinary or adjourned meeting of shareholders of Nomad 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 (including under the Existing Agreements) 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 Ordinary Shares. The terms and conditions of this Agreement will cover, and apply to the same extent with respect to, any Ordinary Shares 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 Ordinary Shares 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 British Virgin Islands 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.

Section 2.10. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto and their respective affiliates with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto and their respective affiliates with respect to such subject matter, including the Existing Agreements (and it is expressly acknowledged and agreed by Franklin that effective on the date hereof, the Existing Agreements shall be terminated with respect to the Ordinary Shares owned by the DeStefano Trust).

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

Schedule I


Subject Party	Subject Shares ⁽¹⁾
Ian G. H. Ashken		1,118,126
James E. Lillie		1,111,109

(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).