RIGHTS AGREEMENT Dated as of February 24, 2018 between Spectrum Brands Holdings, Inc. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights AgentRights Agreement • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Rights Agreement (this “Agreement”), dated as of February 24, 2018, is between Spectrum Brands Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
VOTING AGREEMENTVoting Agreement • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”) to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) by and among the Company, Spectrum, 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”).
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, 2018Merger Agreement • February 26th, 2018 • Spectrum Brands Holdings, 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”).
SHAREHOLDER AGREEMENTShareholder Agreement • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SHAREHOLDER AGREEMENT, dated as of February 24, 2018 (this “Agreement”) and, except as otherwise set forth in Section 5.1, effective as of the Closing (the “Effective Time”), is by and between Leucadia National Corporation, a New York corporation (“Leucadia”), and HRG Group, Inc. (to be renamed Spectrum Brands Holdings, Inc. at the Closing of the Merger), a Delaware corporation (the “Company” and together with Leucadia, the “Parties” and each, a “Party”).
VOTING AGREEMENTVoting Agreement • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”) to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) by and among the Company, Spectrum, 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”) and that certain share of Series A Participating Convertible Preferred Stock of the Company that the Stockholder beneficially owns (the “Preferred Share”).
VOTING AGREEMENTVoting Agreement • February 26th, 2018 • Spectrum Brands Holdings, 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”).
