0001193125-10-030796 Sample Contracts

STOCKHOLDER AGREEMENT
Stockholder Agreement • February 12th, 2010 • Spectrum Brands, 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”).

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SUPPORT AGREEMENT
Support Agreement • February 12th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This SUPPORT AGREEMENT, dated as of February 9, 2010 (this “Agreement”), 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 Spectrum Brands, Inc., a Delaware corporation (“Battery” and together with the Harbinger Parties (as defined herein), the “Parties” and each, a “Party”).

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