REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2010 • Harbinger Capital Partners Master Fund I, Ltd. • 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”);
STOCKHOLDER AGREEMENTStockholder Agreement • February 12th, 2010 • Harbinger Capital Partners Master Fund I, Ltd. • 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”).
SUPPORT AGREEMENTSupport Agreement • February 12th, 2010 • Harbinger Capital Partners Master Fund I, Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SUPPORT AGREEMENT, dated as of February 9, 2010 (this “Agreement”), 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 Spectrum Brands, Inc., a Delaware corporation (“Battery” and together with the Harbinger Parties (as defined herein), the “Parties” and each, a “Party”).
LIMITED GUARANTEELimited Guarantee • February 12th, 2010 • Harbinger Capital Partners Master Fund I, Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
LIMITED GUARANTEE, dated as of February 9, 2010 (this “Limited Guarantee”), by Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands exempted company (the “Guarantor”) in favor of Spectrum Brands, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SB/RH HOLDINGS, INC., BATTERY MERGER CORP., GRILL MERGER CORP., SPECTRUM BRANDS, INC. AND RUSSELL HOBBS, INC.,Merger Agreement • February 12th, 2010 • Harbinger Capital Partners Master Fund I, Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 9, 2010 (this “Agreement”), is made by and among SB/RH Holdings, Inc., a Delaware corporation (“Parent”), Battery Merger Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Battery Merger Sub”), Grill Merger Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“RH Merger Sub”, and together with Battery Merger Sub, the “Merger Subsidiaries”), Spectrum Brands, Inc., a Delaware corporation (“Battery”), and Russell Hobbs, Inc., a Delaware corporation (“RH”). RH, Parent and the Merger Subsidiaries are collectively referred to herein as the “RH Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2010 • Harbinger Capital Partners Master Fund I, Ltd. • Miscellaneous electrical machinery, equipment & supplies
The undersigned agree that this Amendment No. 2 dated February 12, 2010 relating to the shares of Common Stock (par value $0.01 per share) of Spectrum Brands, Inc. shall be filed on behalf of the undersigned.
