Spectrum Brands Holdings, Inc. Sample Contracts

R E C I T A L S:
Administrative Services Agreement • April 21st, 1998 • Zapata Corp • Fats & oils • Delaware
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R E C I T A L S:
Shareholders' Agreement • August 14th, 1997 • Zapata Corp • Fats & oils • Delaware
OMEGA PROTEIN CORPORATION 6,000,000 Shares* Common Stock UNDERWRITING AGREEMENT
Zapata Corp • April 21st, 1998 • Fats & oils • New York
ARTICLE 1 DEFINITIONS
Separation Agreement • April 21st, 1998 • Zapata Corp • Fats & oils • Nevada
ARTICLE 1 SUBLEASE OF SUBLEASED PREMISES
Sublease Agreement • April 21st, 1998 • Zapata Corp • Fats & oils • Texas
RIGHTS AGREEMENT Dated as of February 24, 2018 between HRG Group, Inc. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent
Rights Agreement • February 26th, 2018 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This Rights Agreement (this “Agreement”), dated as of February 24, 2018, is between HRG Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company (the “Rights Agent”).

AGREEMENT
Agreement • October 4th, 1995 • Zapata Corp • Grain mill products • Texas
Contract
Employment Agreement • May 5th, 2017 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 1, 2012 (the “Effective Date”) is entered into by and between Harbinger Group Inc., a Delaware corporation (the “Company”), and Ehsan Zargar (“Executive”).

HARBINGER GROUP INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 21st, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

Harbinger Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies LLC (collectively, the “Purchasers”), upon the terms set forth in the purchase agreement dated as of January 15, 2013 (the “Purchase Agreement”), U.S. $200,000,000 aggregate principal amount of its 7.750% Senior Notes due 2022 (the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated as of January 21, 2014 (the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Offered Securities (including, without limitation, the Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the “Holders”), as follows:

REGISTRATION RIGHTS AGREEMENT by and among HARBINGER GROUP INC. and the HOLDERS party hereto
Registration Rights Agreement • May 13th, 2011 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 12, 2011, by and among Harbinger Group Inc., a Delaware corporation (the ”Company”), and any parties purchasing Series A Shares (as defined below) pursuant to the Purchase Agreement (as defined below) and such other persons as may become parties hereto from time to time in accordance with the terms hereof.

HARBINGER GROUP INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 30th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of [insert date] (hereinafter the “Date of Grant”), between Harbinger Group Inc. (the “Company”), and [insert name] (the “Participant”).

HARBINGER GROUP INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2011 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

Harbinger Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Purchaser”), upon the terms set forth in the purchase agreement dated as of June 23, 2011 (the “Purchase Agreement”), U.S.$150,000,000 aggregate principal amount of its 10.625% Senior Secured Notes due 2015 (the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated as of November 15, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”), as amended and supplemented by the Supplemental Indenture, dated as of June 22, 2011, between the Company and the Trustee and the Second Supplemental Indenture, dated as of June 28, 2011, between the Company and the Trustee (the Base Indenture, as so amended and supplemented, the “Indenture”). As an inducement to the Purchaser, the Company agrees with the Purchaser, for the benefit of the holders of the Offered Securities (includi

ZAPATA CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 5th, 2003 • Zapata Corp • Fats & oils • Nevada

This Indemnification Agreement (“Agreement”) is made effective as of February 28, 2003 by and between ZAPATA CORPORATION, a Nevada corporation (the “Company”), and Warren H. Gfeller (“Indemnitee”).

VOTING AGREEMENT
Voting Agreement • February 26th, 2018 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

WHEREAS, in order to induce the Company to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Company, Stockholder, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the “Shares”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 11th, 2011 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Indemnification Agreement (“Agreement”) is made , by and between Harbinger Group Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

HRG GROUP, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 26th, 2015 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

HRG Group, Inc., a Delaware corporation (formerly “Harbinger Group Inc.”) (the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule A of the Purchase Agreement referred to below (collectively, the “Purchasers”), upon the terms set forth in the Purchase Agreement dated as of May 11, 2015 (the “Purchase Agreement”), U.S. $160,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2019 (the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated as of December 24, 2012, as amended by the First Supplemental Indenture dated May 23, 2014 (as amended, the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Offered Securities (including, without limitation, the Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securit

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 22nd, 2009 • Zapata Corp • Fats & oils • Nevada

INDEMNIFICATION AGREEMENT (the “Agreement”) between each of the entities identified as the “Company” on the signature page of this Agreement (the “Company”), and [ ], a Representative (defined below) of the Company or an Affiliated Entity of the Company (the “Indemnitee”), dated as of [ ], 2009.

Contract
Employment Agreement • February 14th, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”), originally dated as of January 11, 2012 and amended as of February 11, 2014 (the “Revision Date”) is entered into by and between Harbinger Group Inc., a Delaware corporation (the “Company”), and David M. Maura (“Executive”).

HARBINGER GROUP INC. as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Indenture Dated as of January 21, 2014 7.750% Senior Notes due 2022
Supplemental Indenture • January 21st, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

INDENTURE, dated as of January 21, 2014, between Harbinger Group Inc., a Delaware corporation, as the Company, and Wells Fargo Bank, National Association, a national banking association, as Trustee.

HARBINGER GROUP INC. FORM OF EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENT
Employee Nonqualified Option Award Agreement • January 30th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), is made, effective as of [insert date] (the “Date of Grant”), between Harbinger Group Inc. (the “Company”), and [insert name] (the “Participant”).

SERVICES AGREEMENT
Services Agreement • November 27th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This SERVICES AGREEMENT (this “AGREEMENT”) is made as of November 14, 2012 by and between Harbinger Capital Partners LLC, a Delaware limited liability company (“HCP”), and Harbinger Group Inc., a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”, and each a “Party”).

STOCKHOLDER AGREEMENT
Stockholder Agreement • November 5th, 2010 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This STOCKHOLDER AGREEMENT, dated as of February 9, 2010 (this “Agreement”), is by and among Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands exempted company (“Harbinger Master”), Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (“Harbinger Special Situations”), Global Opportunities Breakaway Ltd., a Cayman Islands exempted company (“Global Opportunities” and, together with Harbinger Master and Harbinger Special Situations, each a “Harbinger Party” and collectively the “Harbinger Parties”), and SB/RH Holdings, Inc., a Delaware corporation (the “Company” and together with the Harbinger Parties, the “Parties” and each, a “Party”).

TEMPORARY EMPLOYMENT AGREEMENT
Temporary Employment Agreement • July 17th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies

This TEMPORARY EMPLOYMENT AGREEMENT (“Agreement”) is dated as of July 13, 2012, by and between Harbinger Group Inc. (the “Company”) and Richard Hagerup (“Employee”) (each a “Party” and together, the “Parties”).

Contract
Employment Agreement • May 10th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of February 24, 2012 is entered into by and between Harbinger Group Inc., a Delaware corporation (the “Company”), and Thomas A. Williams (“Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 7th, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 18, 2013, by and among Fidelity & Guaranty Life, a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 7(d) (such stockholders each referred to individually as a “Stockholder,” and collectively the “Stockholders”).

FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BETWEEN OM GROUP (UK) LIMITED AND HARBINGER OM, LLC DATED AS OF FEBRUARY 17, 2011
Stock Purchase Agreement • March 10th, 2011 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of February 17, 2011 (this “Agreement”), is made between OM Group (UK) Limited, a company incorporated in England and Wales under registered number 03591572 (“Seller”), and Harbinger OM, LLC, a Delaware limited liability company (“Buyer”).

ACKNOWLEDGEMENT TO THE REGISTRATION RIGHTS AGREEMENT Dated as of March 18, 2014
Registration Rights Agreement • March 19th, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

THIS ACKNOWLEDGEMENT to the Registration Rights Agreement (this “Acknowledgement”) is made and entered into as of the date hereof by and among Leucadia National Corporation (the “Purchaser”), Harbinger Group Inc. (the “Company”) and Harbinger Capital Partners Master Fund I, Ltd. (“Master Fund”), Global Opportunities Breakaway Ltd. (“Global Fund”), and Harbinger Capital Partners Special Situations Fund, L.P. (“Special Situations Fund” and together with Master Fund and Global Fund, the “Sellers”). All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Registration Rights Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER BY AND AMONG HRG GROUP, INC. HRG SPV Sub I, Inc., HRG SPV Sub II, LLC, AND SPECTRUM BRANDS HOLDINGS, INC. DATED AS OF FEBRUARY 24, 2018
Agreement and Plan of Merger • February 26th, 2018 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This AGREEMENT AND PLAN OF MERGER (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 24, 2018 is by and among HRG Group, Inc., a Delaware corporation (“Halley”), HRG SPV Sub I, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Halley (“Merger Sub 1”), HRG SPV Sub II, LLC., a Delaware limited liability company and a direct wholly owned Subsidiary of Halley (“Merger Sub 2”, and together with Merger Sub 1, “Merger Sub”) and Spectrum Brands Holdings, Inc., a Delaware corporation (“Saturn”).

Release Agreement
Release Agreement • July 13th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
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