R E C I T A L S:Administrative Services Agreement • April 21st, 1998 • Zapata Corp • Fats & oils • Delaware
R E C I T A L S:Shareholders' Agreement • August 14th, 1997 • Zapata Corp • Fats & oils • Delaware
EXHIBIT 10.2 ESCROW AGREEMENT This ESCROW AGREEMENT (the "Agreement") dated as of September 26, 2005 among WLR RECOVERY FUND II, L.P., a Delaware limited partnership ("Fund II"), WLR RECOVERY FUND III, L.P., a Delaware limited partnership (together...Escrow Agreement • April 5th, 2006 • Zapata Corp • Fats & oils • New York
STOCK PURCHASE AGREEMENT THIS AGREEMENT, dated as of August 7, 1995, is between ZAPATA CORPORATION, a Delaware corporation (the "Buyer"), and MALCOLM I. GLAZER, as trustee of the Malcolm I. Glazer Trust (the "Seller"). The Seller and the Buyer, each...Stock Purchase Agreement • December 21st, 1995 • Zapata Corp • Grain mill products • New York
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April ___, 1998, between ZAPATA CORPORATION, a Delaware corporation ("Zapata"), and OMEGA PROTEIN CORPORATION, a Nevada corporation (the...Registration Rights Agreement • April 21st, 1998 • Zapata Corp • Fats & oils • Nevada
ARTICLE 1 DEFINITIONSSeparation Agreement • April 21st, 1998 • Zapata Corp • Fats & oils • Nevada
ARTICLE 1 SUBLEASE OF SUBLEASED PREMISESSublease Agreement • April 21st, 1998 • Zapata Corp • Fats & oils • Texas
OMEGA PROTEIN CORPORATION 6,000,000 Shares* Common Stock UNDERWRITING AGREEMENTZapata Corp • April 21st, 1998 • Fats & oils • New York
RIGHTS AGREEMENT Dated as of February 24, 2018 between HRG Group, Inc. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentRights Agreement • February 26th, 2018 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
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”).
1 EXHIBIT 10 (y) INDEMNIFICATION AGREEMENT This Agreement, made and entered into this 9th day of November, 1995 ("Agreement"), by and between Zapata Corporation, a Delaware corporation ("Company"), and Joseph L. von Rosenberg III ("Indemnitee"):...Indemnification Agreement • April 18th, 1997 • Zapata Corp • Fats & oils • Delaware
Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated as of September 23, 2005, is entered into between WLR RECOVERY FUND III, L.P., a Delaware limited partnership (the "Purchaser"), with an address of 600 Lexington Avenue, New...Stock Purchase Agreement • April 5th, 2006 • Zapata Corp • Fats & oils • New York
MUTUAL RELEASE AGREEMENT This Mutual Release Agreement dated as of December 1, 1995 ("Release") is entered into by and among Zapata Corporation, a Delaware corporation ("Zapata"), Cimarron Gas Holding Company, a Delaware corporation and wholly owned...Mutual Release Agreement • December 21st, 1995 • Zapata Corp • Grain mill products • Texas
AGREEMENTAgreement • October 4th, 1995 • Zapata Corp • Grain mill products • Texas
ContractEmployment Agreement • May 5th, 2017 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
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”).
HARBINGER GROUP INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Harbinger Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies LLC (collectively, the “Purchasers”), upon the terms set forth in the purchase agreement dated as of January 15, 2013 (the “Purchase Agreement”), U.S. $200,000,000 aggregate principal amount of its 7.750% Senior Notes due 2022 (the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated as of January 21, 2014 (the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Offered Securities (including, without limitation, the Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the “Holders”), as follows:
REGISTRATION RIGHTS AGREEMENT by and among HARBINGER GROUP INC. and the HOLDERS party heretoRegistration Rights Agreement • May 13th, 2011 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 12, 2011, by and among Harbinger Group Inc., a Delaware corporation (the ”Company”), and any parties purchasing Series A Shares (as defined below) pursuant to the Purchase Agreement (as defined below) and such other persons as may become parties hereto from time to time in accordance with the terms hereof.
HARBINGER GROUP INC. FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 30th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of [insert date] (hereinafter the “Date of Grant”), between Harbinger Group Inc. (the “Company”), and [insert name] (the “Participant”).
HARBINGER GROUP INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2011 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Harbinger Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Purchaser”), upon the terms set forth in the purchase agreement dated as of June 23, 2011 (the “Purchase Agreement”), U.S.$150,000,000 aggregate principal amount of its 10.625% Senior Secured Notes due 2015 (the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated as of November 15, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”), as amended and supplemented by the Supplemental Indenture, dated as of June 22, 2011, between the Company and the Trustee and the Second Supplemental Indenture, dated as of June 28, 2011, between the Company and the Trustee (the Base Indenture, as so amended and supplemented, the “Indenture”). As an inducement to the Purchaser, the Company agrees with the Purchaser, for the benefit of the holders of the Offered Securities (includi
ZAPATA CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2003 • Zapata Corp • Fats & oils • Nevada
This Indemnification Agreement (“Agreement”) is made effective as of February 28, 2003 by and between ZAPATA CORPORATION, a Nevada corporation (the “Company”), and Warren H. Gfeller (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2011 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (“Agreement”) is made , by and between Harbinger Group Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
HRG GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2015 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
HRG Group, Inc., a Delaware corporation (formerly “Harbinger Group Inc.”) (the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule A of the Purchase Agreement referred to below (collectively, the “Purchasers”), upon the terms set forth in the Purchase Agreement dated as of May 11, 2015 (the “Purchase Agreement”), U.S. $160,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2019 (the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated as of December 24, 2012, as amended by the First Supplemental Indenture dated May 23, 2014 (as amended, the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Offered Securities (including, without limitation, the Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securit
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 22nd, 2009 • Zapata Corp • Fats & oils • Nevada
INDEMNIFICATION AGREEMENT (the “Agreement”) between each of the entities identified as the “Company” on the signature page of this Agreement (the “Company”), and [ ], a Representative (defined below) of the Company or an Affiliated Entity of the Company (the “Indemnitee”), dated as of [ ], 2009.
ContractEmployment Agreement • February 14th, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), originally dated as of January 11, 2012 and amended as of February 11, 2014 (the “Revision Date”) is entered into by and between Harbinger Group Inc., a Delaware corporation (the “Company”), and David M. Maura (“Executive”).
VOTING AGREEMENTVoting Agreement • February 26th, 2018 • HRG Group, 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”).
HARBINGER GROUP INC. as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Indenture Dated as of January 21, 2014 7.750% Senior Notes due 2022Supplemental Indenture • January 21st, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of January 21, 2014, between Harbinger Group Inc., a Delaware corporation, as the Company, and Wells Fargo Bank, National Association, a national banking association, as Trustee.
HARBINGER GROUP INC. FORM OF EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENTEmployee Nonqualified Option Award Agreement • January 30th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), is made, effective as of [insert date] (the “Date of Grant”), between Harbinger Group Inc. (the “Company”), and [insert name] (the “Participant”).
STOCKHOLDER AGREEMENTStockholder Agreement • November 5th, 2010 • Harbinger Group Inc. • 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”).
TEMPORARY EMPLOYMENT AGREEMENTTemporary Employment Agreement • July 17th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies
This TEMPORARY EMPLOYMENT AGREEMENT (“Agreement”) is dated as of July 13, 2012, by and between Harbinger Group Inc. (the “Company”) and Richard Hagerup (“Employee”) (each a “Party” and together, the “Parties”).
ContractEmployment Agreement • May 10th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of February 24, 2012 is entered into by and between Harbinger Group Inc., a Delaware corporation (the “Company”), and Thomas A. Williams (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 18, 2013, by and among Fidelity & Guaranty Life, a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 7(d) (such stockholders each referred to individually as a “Stockholder,” and collectively the “Stockholders”).
FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BETWEEN OM GROUP (UK) LIMITED AND HARBINGER OM, LLC DATED AS OF FEBRUARY 17, 2011Stock Purchase Agreement • March 10th, 2011 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of February 17, 2011 (this “Agreement”), is made between OM Group (UK) Limited, a company incorporated in England and Wales under registered number 03591572 (“Seller”), and Harbinger OM, LLC, a Delaware limited liability company (“Buyer”).
ACKNOWLEDGEMENT TO THE REGISTRATION RIGHTS AGREEMENT Dated as of March 18, 2014Registration Rights Agreement • March 19th, 2014 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ACKNOWLEDGEMENT to the Registration Rights Agreement (this “Acknowledgement”) is made and entered into as of the date hereof by and among Leucadia National Corporation (the “Purchaser”), Harbinger Group Inc. (the “Company”) and Harbinger Capital Partners Master Fund I, Ltd. (“Master Fund”), Global Opportunities Breakaway Ltd. (“Global Fund”), and Harbinger Capital Partners Special Situations Fund, L.P. (“Special Situations Fund” and together with Master Fund and Global Fund, the “Sellers”). All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Registration Rights Agreement (as defined below).
SERVICES AGREEMENTServices Agreement • November 27th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This SERVICES AGREEMENT (this “AGREEMENT”) is made as of November 14, 2012 by and between Harbinger Capital Partners LLC, a Delaware limited liability company (“HCP”), and Harbinger Group Inc., a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”, and each a “Party”).
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, 2018Agreement and Plan of Merger • February 26th, 2018 • HRG Group, 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”).
Release AgreementRelease Agreement • July 13th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
