0001193125-10-045470 Sample Contracts

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. GLOBAL OPPORTUNITIES BREAKAWAY LTD. March 1, 2010

Merger Agreement • March 2nd, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 2nd, 2010
• Company
  Spectrum Brands, Inc.
• Industry
  Miscellaneous electrical machinery, equipment & supplies
• Jurisdiction
  Delaware

Reference is made to the Agreement and Plan of Merger, dated as of February 9, 2010 (as amended from time to time, the “Merger Agreement”), 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”), RH Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“RH Merger Sub”), Spectrum Brands, Inc., a Delaware corporation (the “Company”), and Russell Hobbs, Inc., a Delaware corporation (“RH”), pursuant to which, subject to the terms and conditions therein, (i) Battery Merger Sub shall merge with and into the Company, with the Company as the surviving corporation, and (ii) RH Merger Sub shall merge with and into RH, with RH as the surviving corporation. Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement.

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger • March 2nd, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies

• Contract Type
  Agreement and Plan of Merger
• Filed
  March 2nd, 2010
• Company
  Spectrum Brands, Inc.
• Industry
  Miscellaneous electrical machinery, equipment & supplies

This Amendment, dated as of March 1, 2010, amends the Agreement and Plan of Merger, dated as of February 9, 2010 (the “Merger Agreement”), 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”). Parent, the Merger Subsidiaries, Battery and RH are collectively referred to herein as the “Parties.”