RIGHTS AGREEMENTRights Agreement • February 28th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
of additional Common Shares (other than Common Shares acquired solely as a result of corporate action of the Company not caused, directly or indirectly, by such Person) at any time such that the Grandfathered Stockholder is or thereby becomes the Beneficial Owner of 10% or more of the Common Shares then outstanding, then, in either such case, such Grandfathered Stockholder shall be deemed an Acquiring Person; provided, further, that upon the first decrease of a Grandfathered Stockholder's Beneficial Ownership below 10%, such Grandfathered Stockholder shall no longer be considered a Grandfathered Stockholder. “Beneficial Ownership” shall include any securities such Person or any of such Person's Affiliates or Associates (i) beneficially owns, directly or indirectly, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) has the right to acquire, (iii) except under limited circumstances, has the right to vote pursuant
