Hrg Group, Inc. Sample Contracts

Spectrum Brands Holdings, Inc. – SPECTRUM BRANDS HOLDINGS, INC. (formerly HRG Group, Inc.) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (January 4th, 2019)

On January 15, 2018, Spectrum Brands Legacy, Inc. (formerly Spectrum Brands Holdings, Inc., “Spectrum”) a wholly owned subsidiary of Spectrum Brands Holdings, Inc. (formerly HRG Group, Inc., “SBH”, the “Company”) entered into a definitive Acquisition Agreement (“Agreement”) with Energizer Holdings, Inc. (“Energizer”) where Energizer would acquire from Spectrum its Global Battery and Lighting (“GBL”) business for an aggregate purchase price of $2.0 billion in cash, subject to customary purchase price adjustments. The Agreement provides that Energizer will purchase the equity of certain subsidiaries of Spectrum, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the GBL business. Effective January 2, 2019, Spectrum closed on the sale of its GBL business to Energizer in accordance with the Agreement.

Spectrum Brands Holdings, Inc. – SPECTRUM BRANDS HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (August 3rd, 2018)

The following unaudited pro forma condensed consolidated financial statements for the six month period ended March 31, 2018, the date of the latest publicly available interim financial information for Spectrum Brands Holdings, Inc. (formerly HRG Group, Inc., “Spectrum”), and for the year ended September 30, 2017, the date of the latest publicly available annual financial information for Spectrum, gives effect to the Merger. In the unaudited pro forma condensed consolidated financial statements, the Merger will be accounted for as an acquisition of a non-controlling interest under ASC 810-10. Accordingly, the Merger will be measured based on Spectrum’s historical values.

Spectrum Brands Holdings, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of HRG GROUP, INC. (July 13th, 2018)

HRG GROUP, INC. (the “Corporation”), a corporation organized and existing under the Laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:

Spectrum Brands Holdings, Inc. – CERTIFICATE OF DESIGNATION of SERIES B PREFERRED STOCK of SPECTRUM BRANDS HOLDINGS, INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) (July 13th, 2018)

Spectrum Brands Holdings, Inc., a corporation organized and existing under General Corporation Law of the State of Delaware (“DGCL”) (the “Corporation”), hereby certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Board of Directors on July 13, 2018 adopted the following resolution creating a series of Preferred Stock designated as Series B Preferred Stock (as hereinafter defined):

Spectrum Brands Holdings, Inc. – SECOND RESTATED BY-LAWS of SPECTRUM BRANDS HOLDINGS, INC. (A Delaware Corporation) (July 13th, 2018)
Spectrum Brands Holdings, Inc. – Release Agreement (July 13th, 2018)
Spectrum Brands Holdings, Inc. – Release Agreement (July 13th, 2018)
Hrg Group, Inc. – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (June 8th, 2018)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), effective as of June 8, 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”).

Hrg Group, Inc. – REGISTRATION RIGHTS AGREEMENT (April 10th, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2018 (this “Agreement”), is by and among CF Turul LLC, a Delaware limited liability company (“Fortress”), Leucadia National Corporation, a New York corporation (“Leucadia”), and Spectrum Brands Holdings, Inc., a Delaware corporation (the “Company” and together with each of Fortress and Leucadia and any other Shareholder who becomes a party hereto, the “Parties” and each, a “Party”).

Hrg Group, Inc. – HRG GROUP, INC. AND SUBSIDIARIES (April 2nd, 2018)

We have audited the accompanying consolidated balance sheets of HRG Group, Inc. and subsidiaries (the Company) as of September 30, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended September 30, 2017. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule II. These consolidated financial statements and financial statement schedule II are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.

Hrg Group, Inc. – Item 6. Selected Financial Data (April 2nd, 2018)

The following table sets forth certain selected historic financial information for the periods and as of the dates presented and should be read in conjunction with our accompanying consolidated financial statements and the related notes thereto referenced in Exhibit 99.6 of this report and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 99.5 of this report. Certain prior year amounts have been reclassified or combined to conform to the current year presentation, including reclassifications to reflect the presentation of discontinued operations and assets and liabilities of businesses held for sale. As discussed in Note 1, Basis of Presentation and Nature of Operations to our Consolidated Financial Statements included in Exhibit 99.6; effective December 29, 2017, Spectrum Brands recognized the GBA business as discontinued operations for all periods presented in the accompanying Consolidated Financial Statements for the fis

Hrg Group, Inc. – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (April 2nd, 2018)

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of HRG should be read in conjunction with Exhibit 99.4-Item 6, “Selected Financial Data,” and our accompanying consolidated financial statements and related notes (the “Consolidated Financial Statements”) referred to in Exhibit 99.6 of this report. Certain statements we make under this Item 7 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Forward-Looking Statements” elsewhere in this report. You should consider our forward-looking statements in light of our Consolidated Financial Statements and other financial information appearing elsewhere in this report and our other filings with the Securities and Exchange Commission (the “SEC”).

Hrg Group, Inc. – RIGHTS AGREEMENT Dated as of February 24, 2018 between HRG Group, Inc. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent (February 26th, 2018)

This Rights Agreement (this “Agreement”), dated as of February 24, 2018, is between HRG Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company (the “Rights Agent”).

Hrg Group, Inc. – SHAREHOLDER AGREEMENT (February 26th, 2018)

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”).

Hrg Group, Inc. – VOTING AGREEMENT (February 26th, 2018)

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”).

Hrg Group, Inc. – SHAREHOLDER AGREEMENT (February 26th, 2018)

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”).

Hrg Group, Inc. – 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, 2018 (February 26th, 2018)

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”).

Hrg Group, Inc. – VOTING AGREEMENT (February 26th, 2018)

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”).

Hrg Group, Inc. – VOTING AGREEMENT (February 26th, 2018)

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”).

Hrg Group, Inc. – VOTING AGREEMENT (February 26th, 2018)

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”).

Hrg Group, Inc. – RIGHTS AGREEMENT Dated as of February 24, 2018 between HRG Group, Inc. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent (February 26th, 2018)

This Rights Agreement (this “Agreement”), dated as of February 24, 2018, is between HRG Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company (the “Rights Agent”).

Hrg Group, Inc. – VOTING AGREEMENT (February 26th, 2018)

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”).

Hrg Group, Inc. – CERTIFICATE OF DESIGNATION of SERIES B PREFERRED STOCK of HRG GROUP, INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) (February 26th, 2018)

HRG Group, Inc., a corporation organized and existing under General Corporation Law of the State of Delaware (“DGCL”) (the “Corporation”), hereby certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Amended Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Board of Directors on February 24, 2018 adopted the following resolution creating a series of Preferred Stock designated as Series B Preferred Stock (as hereinafter defined):

Hrg Group, Inc. – VOTING AGREEMENT (February 26th, 2018)

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”).

Hrg Group, Inc. – HRG GROUP, INC. Unaudited Pro Forma Condensed Consolidated Financial Information (December 5th, 2017)

On November 30, 2017, Fidelity & Guaranty Life (“FGL”), a former majority owned subsidiary of HRG Group, Inc. (“HRG”, and collectively with its respective subsidiaries, the “Company”) announced the completion of FGL’s merger (the “FGL Merger”) with CF Corporation and its related entities (collectively, the “CF Entities”) pursuant to its previously disclosed Agreement and Plan of Merger (the “FGL Merger Agreement”). Pursuant to the FGL Merger Agreement, except for certain shares specified in the FGL Merger Agreement, each issued and outstanding share of common stock of FGL was automatically cancelled and converted into the right to receive $31.10 in cash, without interest.

Hrg Group, Inc. – HRG GROUP, INC. New York, NY 10022 (November 20th, 2017)

HRG Group, Inc. (“HRG”) is pleased to provide you (“you” or the “Employee”) with a retention bonus and/or severance upon and in accordance with the terms of this letter agreement (this “Agreement”). As you know in January 2017, HRG desired to retain you to continue to be employed with the Company and entered into that certain letter agreement between you and HRG dated January 20, 2017 (the “Prior Agreement”). HRG desires to retain you to be employed with the Company during its fiscal 2018 year and accordingly is entering into this Agreement.

Hrg Group, Inc. – HRG GROUP, INC. (November 20th, 2017)

HRG Group, Inc. (“HRG”) is pleased to provide you (“you” or the “Employee”) with a retention bonus and/or severance upon and in accordance with the terms of this letter agreement (this “Agreement”). As you know in January 2017, HRG desired to retain you to continue to be employed with the Company and entered into that certain letter agreement between you and HRG dated January 20, 2017 (the “Prior Agreement”). HRG desires to retain you to be employed with the Company during its fiscal 2018 year and accordingly is entering into this Agreement.

Hrg Group, Inc. – Disclaimers 2  Limitations on the Use of Information. This document has been prepared by HRG Group, Inc. (the “Company” or “HRG”) solely for informational purposes. Unless otherwise noted, the information herein is presented as of March 31, 2017 and does provide an update or a forecast with respect to the results or operations of the Company or any of its affiliates. The information provided herein is illustrative only. The estimated net value of our assets and liabilities has been determined based on the information and methods described herein and is not intended to, and does not constitute (May 9th, 2017)
Hrg Group, Inc. – HRG GROUP, INC. New York, NY 10022 (May 5th, 2017)

HRG Group, Inc. (“HRG”) is pleased to provide you (“you” or the “Employee”) with a retention bonus and/or severance upon and in accordance with the terms of this letter agreement (this “Agreement”).

Hrg Group, Inc. – Contract (May 5th, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 1, 2012 (the “Effective Date”) is entered into by and between Harbinger Group Inc., a Delaware corporation (the “Company”), and Ehsan Zargar (“Executive”).

Hrg Group, Inc. – Transition Agreement (January 27th, 2017)

This Transition Agreement (this “Agreement”) is entered into as of November 17, 2016 between Omar Asali (“Executive”) and HRG Group, Inc. (the “Company” and together with the Executive, the “Parties”).

Hrg Group, Inc. – HRG GROUP, INC. 2011 OMNIBUS EQUITY AWARD PLAN, AS AMENDED FORM OF EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENT (January 27th, 2017)

THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), is made, effective as of [_____], 2016 (the “Date of Grant”), between HRG Group, Inc. (the “Company”), and David Maura (the “Participant”).

Hrg Group, Inc. – Separation and Release Agreement (January 27th, 2017)

This Separation and Release Agreement (this “Agreement”) is entered into as of November 28, 2016 between David M. Maura (“Executive”) and HRG Group, Inc. (the “Company” and together with Executive, the “Parties”).

Hrg Group, Inc. – January 20, 2017 (January 24th, 2017)

HRG Group, Inc. (“HRG”) is pleased to provide you (“you” or the “Employee”) with a retention bonus and/or severance upon and in accordance with the terms of this letter agreement (this “Agreement”).

Hrg Group, Inc. – HRG GROUP, INC. Unaudited Pro Forma Condensed Consolidated Financial Information (August 29th, 2016)

On August 23, 2016, subsidiaries of HRG Group, Inc. (the “Company”) completed the previously announced sale of Compass Production Partners (the “Compass Sale”) to an affiliate of Mountain Capital Management, a newly formed Houston based energy private equity firm (“Mountain Capital”). More specifically, on August 23, 2016, pursuant to the Purchase and Sale Agreement, dated July 1, 2016, HGI Energy Holdings, LLC and HGI Energy (Compass) Holding Corporation, each wholly owned subsidiaries of the Company (together, “HGI Energy”), sold to Mountain Capital all of their interests in Compass Production GP, LLC, Compass Production Partners, LP and their respective subsidiaries (collectively, “Compass”) for a cash purchase price (the “Purchase Price”) of $145.0 million. The proceeds received by HGI Energy from the Compass Sale were reduced by the outstanding balance of Compass’ existing credit facility of $125.2 million. Following the completion of the Compass Sale, the Company no longer owns,