0000950123-10-101731 Sample Contracts

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”).

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REGISTRATION RIGHTS AGREEMENT among SB/RH HOLDINGS, INC., HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., GLOBAL OPPORTUNITIES BREAKAWAY LTD., AVENUE INTERNATIONAL MASTER, L.P., AVENUE...
Registration Rights Agreement • November 5th, 2010 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Battery Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Battery Merger Sub”), Grill Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“RH Merger Sub”), Battery Brands, Inc. a Delaware corporation (“Battery”), and RH, Inc., a Delaware corporation (“RH”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which (i) Battery Merger Sub shall merge with and into Battery, with Battery as the surviving corporation (the “Battery Merger”), and (ii) RH Merger Sub shall merge with and into RH, with RH as the surviving corporation (the “RH Merger” and, together with the Battery Merger, the “Mergers”);

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