This ACQUISITION AGREEMENT (this “Agreement”) is dated as of November 15, 2018, between Spectrum Brands Holdings, Inc., a Delaware corporation (“Seller”), and Energizer Holdings, Inc., a Missouri corporation (“Purchaser”).

WHEREAS, Seller beneficially owns and operates, through certain Subsidiaries, the Business;

WHEREAS, Seller’s wholly owned Subsidiaries listed as Subsidiary Transferors on Exhibit A (as such Exhibit may be amended after the date of this Agreement to add or remove any Subsidiary Transferors in accordance with Section 6.14), are (or will at the Closing be) the direct owners of the equity interests in each of the entities set forth opposite such Person’s name in Exhibit A (such entities as of the Closing Date are collectively referred to as the “Auto Care Companies” and such equity interests in the Auto Care Companies are collectively referred to as the “Auto Care Companies Equity Interests”);

WHEREAS, the applicable Auto Care Company is (or will at the Closing be) the direct or indirect owner of all the equity interests in each of the entities listed below such Auto Care Company’s name in Exhibit A (such entities as of the Closing Date are collectively referred to as the “Auto Care Company Subsidiaries” and such equity interests are collectively referred to as the “Auto Care Company Subsidiaries’ Equity Interests”; the Auto Care Companies and the Auto Care Company Subsidiaries are collectively referred to as the “Transferred Entities”; the Auto Care Companies Equity Interests and the Auto Care Company Subsidiaries’ Equity Interests are collectively referred to as the “Transferred Equity Interests”);

WHEREAS, at the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller and the Subsidiary Transferors desire to sell and transfer to Purchaser or its designees, and Purchaser or its designees desire to purchase and accept and assume from Seller and the Subsidiary Transferors, the Auto Care Companies Equity Interests, the Transferred Assets and the Assumed Liabilities (the “Acquisition”); and

WHEREAS, immediately after the Closing, (i) Purchaser or a designated Subsidiary thereof shall (a) directly own the Auto Care Companies Equity Interests and (b) indirectly own the Auto Care Company Subsidiaries’ Equity Interests; (ii) Purchaser, a designated Subsidiary thereof, or a Transferred Entity, shall (a) directly own the Transferred Assets and (b) directly be responsible for the Assumed Liabilities; and (iii) Purchaser and its Subsidiaries (including the Transferred Entities) shall not own or be responsible for the Excluded Assets or the Retained Liabilities.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

“Accounting Arbitrator” has the meaning specified in Section 2.04(d).

“Accounts Payable” means (a) all trade accounts payable to suppliers of the Business in respect of the Business, including all trade accounts payable representing amounts payable in respect of goods shipped or products sold or services rendered and (b) all other accounts payable in respect of services rendered to the Business, in each case of clauses (a) and (b), solely to the extent included in the Modified Working Capital.

“Accounts Receivable” means (a) all trade accounts receivable and other rights to payments from customers, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of the Business, (b) all other accounts receivable of the Business and (c) all claims, remedies and other rights related to any of the foregoing, in each case of clauses (a), (b) and (c), solely to the extent included in the Modified Working Capital.

“Acquired Competitive Business” has the meaning specified in Section 6.13(a).

“Acquired Intellectual Property” means (a) the Intellectual Property transferred to Purchaser or its designees under this Agreement (including any Intellectual Property that constitutes a Transferred Asset), (b) the Intellectual Property owned by the Transferred Entities as of the Closing Date (after giving effect to the Pre-Closing Restructuring), and (c) the Intellectual Property licensed to Purchaser and the Transferred Entities under this Agreement and the Ancillary Agreements.

“Acquisition” has the meaning specified in the Recitals.

“Action” means any claim, demand, litigation, action, cause of action, suit, audit, hearing, review, charge, indictment, complaint or other judicial or administrative proceeding, at law or in equity, before or by any Governmental Authority or arbitration or other similar dispute resolution proceeding.

“Actively at Work” means: (a) at work on the Closing Date; (b) absent on the Closing Date due to job-protected leave under the FMLA; (c) absent on the Closing Date due to paternal or maternity  leave under Seller’s paternal, maternity or short-term disability leave policies; (d) absent on the Closing Date due to military duty; (e) absent on the Closing Date due to jury duty; or (f) absent on the Closing Date due to vacation, personal day, sick, paid time off, approved leave, or other scheduled day off consistent with Seller’s employment policies, or due to any other absence other than Long Term Disability Leave. For avoidance of doubt, any Inactive Employee must be available to return to work within one hundred and eighty (180) days of the Closing Date or within such longer time required by applicable Law or Labor Contract to be considered Actively At Work.

“Additional Financial Statements” has the meaning specified in Section 6.17(c).

“Adjustment Purchaser Common Stock VWAP” means the volume-weighted average sales price per share taken to four decimal places of Purchaser Common Stock for the twenty

“Adjustment Stock Consideration” means “Stock Consideration” except that references to “Purchaser Common Stock VWAP” shall be read to mean “Adjustment Purchaser Common Stock VWAP” and the proviso contained in such definition shall be disregarded.

 “Affiliate” means, with respect to any specified Person, any other Person who or that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person. For purposes of this Agreement, (a) prior to Closing, the Transferred Entities shall be deemed to be Affiliates of Seller and shall not be deemed to be Affiliates of Purchaser and (b) following the Closing, the Transferred Entities shall be deemed to be Affiliates of Purchaser and shall not be deemed to be Affiliates of Seller.

“Agreement” has the meaning specified in the Preamble.

“Allocation Certificate” has the meaning specified in Section 2.03(c).

“Ancillary Agreements” means the Assignment and Assumption Agreement, the Bill of Sale, the IP Assignment Agreement, the Transition Services Agreement and the Reverse Transition Services Agreement, the Shareholder Agreement and, except for purposes of Section 2.06, 6.09, 9.01 and 9.02, the Foreign Acquisition Agreements and other local closing agreements and documents required to effectuate the transactions contemplated hereby for jurisdictions outside of the United States.

“Anticipated Closing Date” has the meaning specified in Section 7.01(a).

“Applicable Anti-Bribery Law” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, and any other applicable anti-bribery or anti-corruption law, rule or regulation of similar purposes and scope to which the Business is subject.

“Applicable Exchange Rate” means, as of any date of determination, the exchange rate as published by Bloomberg (BGN New York).

“Approvals” has the meaning set specified in Section 2.01(d).

“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement to be executed by the parties thereto on the Closing Date substantially in the form attached hereto as Exhibit B.

“Assumed Benefit Plan” has the meaning specified in Section 4.09

“Assumed Liabilities” means the following Liabilities of Seller and its Subsidiaries (including the Transferred Entities), in each case other than the Retained Liabilities:

“Assumed Pre-Closing Product Liabilities” means the first $2,000,000 in the aggregate of Losses incurred by Seller and/or Purchaser, or any of Seller’s Subsidiaries or Purchaser’s Subsidiaries, in respect of the Pre-Closing Product Liabilities following the Closing Date.

“Audited Financial Statements” has the meaning specified in Section 6.17(b).

“Auto Care Companies” has the meaning specified in the Recitals.

“Auto Care Companies Equity Interests” has the meaning specified in the Recitals.

“Auto Care Company Subsidiaries” has the meaning specified in the Recitals.

“Auto Care Company Subsidiaries’ Equity Interests” has the meaning specified in the Recitals.

“Battery Agreement” means that certain Acquisition Agreement dated as of January 15, 2018 by and between Spectrum Brands Holdings, Inc. and Energizer Holdings, Inc., as amended.

“Battery Assets” means the “Transferred Assets” as such term is defined in the Battery Agreement.

“Battery Business” means the “Business” as such term is defined in the Battery Agreement.

“Battery Closing” means the “Closing” as such term is defined in the Battery Agreement.

“Battery Liabilities” means the “Assumed Liabilities” as such term is defined in the Battery Agreement.

“Benefit Plan” means any scheme, arrangement or agreement for the provision of any pension, retirement, ill-health, death benefit or other employee benefit, including any “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not subject to ERISA, including each bonus, profit sharing, deferred compensation, incentive compensation, retirement, health benefit, welfare benefit, stock ownership, stock purchase, stock option, phantom stock or other equity-based or other benefit plan, program, policy, practice, arrangement, agreement, fund or commitment, and each employment, retention, consulting, change in control, salary continuation, termination or severance plan, program, policy, practice, arrangement or agreement whether for employees or other service providers, including directors, consultants and advisors; provided that governmental statutory benefit plans and plans, programs, policies, or agreements required to be maintained by applicable Law shall not be considered Benefit Plans for any purpose under this Agreement.

“Bill of Sale” means the bill of sale and conveyance to be executed by Seller and certain of its Subsidiaries on the Closing Date, a form of which is attached hereto as Exhibit C.

“Business” means the global auto care business of Seller and its Subsidiaries as conducted on the date hereof and as of the Closing, including the design, manufacture, marketing,

“Business Benefit Plan” means each Benefit Plan entered into, maintained, sponsored or contributed to by Seller or any of its Subsidiaries or to which Seller or any of its Subsidiaries has any obligation to contribute, or with respect to which Seller or any of its Subsidiaries has any liability, direct or indirect, contingent or otherwise (including a liability arising out of an indemnification, guarantee, hold harmless or similar agreement), in each case with respect to any Business Employee or Former Business Employee or to any beneficiary or dependent thereof.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in New York, New York.

“Business Employee” means each individual who, as of the applicable date of determination, is (i) employed by any Transferred Entity, other than those individuals identified on Section 1.01(a)(i) of the Seller Disclosure Letter or (ii) exclusively or primarily engaged in the Business, other than a Deferred Transfer Employee. Section 1.01(a)(ii) of the Seller Disclosure Letter sets forth an anonymized list of each Business Employee as of November 12, 2018, along with a notation as to which Business Employees are employed by a Transferred Entity.

“Cap” has the meaning specified in Section 11.01(b)(v).

“Cash and Cash Equivalents” means, as of a given date and time with respect to any Person, all cash and cash equivalents, in each case determined in accordance with U.S. GAAP, including security deposits, held by or for the benefit of such Person.

“Cash Purchase Price” has the meaning specified in Section 2.03(a).

“Claim Notice” has the meaning specified in Section 11.02(a).

“Closing” has the meaning specified in Section 2.05(a).

“Closing Date” has the meaning specified in Section 2.05(a).

“Closing Net Indebtedness” means, as of immediately before the effective time of the Closing, the amount (which may be positive or negative), equal to the difference of (a) the aggregate amount of all Transferred Cash and Cash Equivalents (determined on a combined basis in accordance with U.S. GAAP) as of such time, minus (b) the aggregate amount (determined on a combined basis in accordance with U.S. GAAP) as of such time, without double counting, of all outstanding Funded Indebtedness of the Transferred Entities and Funded Indebtedness of the Business; provided that, Funded Indebtedness of the type described in clause (d) of the definition thereof will only be included in the calculation of Closing Net Indebtedness to the extent the amount of such Indebtedness exceeds $12,500,000 (in which case, for the avoidance of doubt, only the amount in excess of $12,500,000 will be included).

“Closing Notice” has the meaning specified in Section 2.03(b).

“Closing Statement” has the meaning specified in Section 2.04(c).

“Closing Transaction Expenses” means, as of immediately before the effective time of the Closing (as set forth in Section 2.05(a)), the aggregate amount, without double counting, of all (i)

“COBRA” has the meaning specified in Section 7.03(c).

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Tax Return” shall mean any Tax Return of any affiliated group within the meaning of Section 1504(a) of the Code or any other affiliated, combined, unitary or similar group defined under any state, local, or non-U.S. law that includes Seller or any of its Affiliates that are not being transferred pursuant to this Agreement, on the one hand, and one or more Transferred Entities, on the other hand.

“Compliant” means, with respect to any Required Information, that (i) such Required Information does not, as of the time furnished and throughout the Marketing Period, when taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such Required Information, in the light of the circumstances, under which they were made, not misleading, (ii) such Required Information is, and remains throughout the Marketing Period, compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act for a registered public offering of non-convertible debt securities and equity securities on Form S‑1 by a non-accelerated filer, to be declared effective on the last day of  the Marketing Period, but limited to such information customarily included in a preliminary offering memorandum for an offering of high-yield debt securities pursuant to Rule 144A or a registration statement for equity securities under the Securities Act; provided that such information shall not be required to include (A) financial statements or other information required by Rule 3-10 or Rule 3-16 of Regulation S-X or “segment reporting”, (B) Compensation Discussion and Analysis required by Item 402 of Regulation S-K or (C) other information customarily excluded from both an offering memorandum involving an offering of high-yield debt securities pursuant to Rule 144A and a registration statement for equity securities under the Securities Act, (iii) the Business’ auditors have not withdrawn or qualified any audit opinion with respect to any financial statements contained in the Required Information (it being understood that the Required Information will be Compliant if the Business’s independent auditors have delivered  an unqualified audit opinion with respect to such financial statements following a prior withdrawal or qualification), (iv) any interim quarterly financial statements included in such Required Information have been reviewed by the Business’ independent auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722 and (v) the Required Information is sufficient to permit the Business’s auditors and such auditors have confirmed they are prepared to issue customary comfort letters addressed to the Financing Parties (including underwriters, placement agents or initial purchasers), including customary negative assurance comfort with respect to periods following the end of the latest fiscal year or fiscal quarter for which historical financial statements are included in or incorporated by reference into any offering documents in connection with any securities offering being conducted by Purchaser through the later of the “pricing” of the debt securities or the “pricing” of the equity securities included in the Transaction Financing on the last day of the Marketing Period.

“Confidentiality Agreement” has the meaning specified in Section 6.03(a).

“Consent” has the meaning specified in Section 3.03(b).

“Contract” means any contract, agreement, indenture, note, bond, loan, lease, sublease, conditional sales contract, mortgage, license, sublicense, obligation, promise, undertaking, commitment or other binding arrangement (in each case, whether written or oral).

“Control” means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise. The term “Controlled”, “Controlling” and “under common Control by” shall have correlative meanings.

“Customs and International Trade Laws” means any domestic Law, license, directive, award or other decision or requirement, including any amendments, having the force or effect of law, of any Governmental Authority, concerning (a) the importation, exportation, reexportation or deemed exportation of products, technical data, technology, software and/or services, and the terms and conduct of transactions and making or receiving of payment related to such importation, exportation, reexportation or deemed exportation or (b) trade, economic or financial sanctions, embargoes or similar measures against individuals, entities or countries, including, with respect to (a) or (b) as applicable, the Tariff Act of 1930, as amended, and other Laws and programs administered or enforced by the U.S. Department of Commerce, U.S. International Trade Commission, U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement and their predecessor agencies; the Export Administration Act of 1979, as amended; the Export Administration Regulations, including related restrictions with regard to transactions involving persons and entities on the U.S. Department of Commerce Denied Persons List or Entity List; the Arms Export Control Act, as amended; the International Traffic in Arms Regulations, including related restrictions with regard to transactions involving persons and entities on the Debarred List; the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the embargoes and restrictions administered by OFAC; orders of the president or head of state for any country regarding embargoes and restrictions on transactions with designated countries and entities, including persons and entities designated on OFAC’s list of Specially Designated Nationals and Blocked Persons; the antiboycott regulations administered by the U.S. Department of Commerce; and the antiboycott regulations administered by the U.S. Department of the Treasury.

“De Minimis” has the meaning specified in Section 11.01(b)(iv).

“Debt Financing” has the meaning specified in Section 5.13(a).

“Debt Financing Commitment” has the meaning specified in Section 5.13(a).

“Deductible” has the meaning specified in Section 11.01(b)(iii).

“Deferred Asset Jurisdiction” has the meaning specified in Section 2.05(b).

“Deferred Assets and Liabilities” has the meaning specified in Section 2.05(b).

“Deferred Transfer Closing” has the meaning specified in Section 2.05(c).

“Deferred Transfer Employee” means each individual, as of the applicable date of determination, (a) whose employment or services will transfer to Purchaser or its Affiliate pursuant to the Transition Services Agreement or (b) who is listed on Section 1.01(b) of the Seller Disclosure Letter.

“Deferred Transfer Employee Benefit Plan” means each Benefit Plan that is an Assumed Benefit Plan entered into, maintained, sponsored or contributed to by Seller or any of its Subsidiaries or to which Seller or any of its Subsidiaries has any obligation to contribute, or with respect to which Seller or any of its Subsidiaries has any liability, direct or indirect, contingent or otherwise (including a liability arising out of an indemnification, guarantee, hold harmless or similar agreement), in each case with respect to any Deferred Transfer Employee or to any beneficiary or dependent thereof.

“Direct Claim” has the meaning specified in Section 11.02(a).

“Disagreement Notice” has the meaning specified in Section 2.04(c).

“Employee” means any Business Employee or Deferred Transfer Employee.

“Employee Indemnified Party” has the meaning specified in Section 6.06(c).

“Employment Agreement” means any employment Contract, consulting agreement, termination or severance agreement, salary continuation agreement, change of control agreement retention agreement or any other agreement respecting the terms and conditions of employment or payment of compensation, or of a consulting or independent contractor relationship in respect to any current or former officer, employee, consultant or independent contractor.

“Employment Matters” has the meaning specified in Section 4.10(b).

“Environmental Claim” has the meaning specified in Section 11.01(b)(ix).

“Environmental Costs and Liabilities” means all Liabilities, Losses, and Remedial Actions incurred as a result of any claim or demand by any third Person arising or imposed under any Environmental Law (including in response to any violation of Environmental Law), to the extent any of the above (a) are based upon, relate to or arise under or pursuant to any Environmental Law, Environmental Permit, Governmental Order, or, with the prior consent of Seller and Purchaser, voluntary cleanup agreement or similar agreement with a Governmental Authority, or agreement between the parties, and (b) relate to a violation of Environmental Law or a Release or threatened Release of Hazardous Materials legally requiring Remedial Action under any Environmental Law, Environmental Permit, or Governmental Order.

“Environmental Law” means any applicable Law, Permit or common law relating to pollution, protection of the environment, protection of natural resources, or protection of human health from Hazardous Materials.

“Environmental Permits” has the meaning specified in Section 4.11(a).

“Equipment” means computers (including personal computers), furniture, fixtures, machinery, vehicles and telecommunications, manufacturing and other equipment and other interests in tangible personal property, excluding in all cases any Intellectual Property covering, embodied in or connected to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Closing Net Indebtedness” has the meaning specified in Section 2.03(b).

“Estimated Closing Transaction Expenses” has the meaning specified in Section 2.03(b).

“Estimated Modified Working Capital” has the meaning specified in Section 2.03(b).

“Estimated Cash Purchase Price” has the meaning specified in Section 2.03(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules, regulations, schedules and forms thereunder.

“Excluded Assets” means all assets, properties, claims, goodwill and rights of Seller or any of its Subsidiaries (including the Transferred Entities), other than the Transferred Assets, including the following:

“Excluded Contracts” has the meaning specified in the definition of “Excluded Assets.”

“Excluded Person” means any Person from whom Seller or any of its Representatives has received after the execution of this Agreement and prior to the Go-Shop Period End Date, a written Qualified Bid that (i) Seller’s board of directors determines in good faith (such determination to be made no later than the Go-Shop Period End Date), after consultation with its outside independent nationally recognized financial advisor and outside legal counsel, constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal on or before the date that is five (5) days after the Go-Shop Period End Date and (ii) remains pending as of, and shall not have been terminated or withdrawn on or prior to, the Go-Shop Period End Date; provided, that any Person shall cease to be an Excluded Person upon the earliest to occur of (A) the withdrawal or termination of the Qualified Bid submitted by such Person (unless, prior to or substantially concurrently with such withdrawal or termination, such Person has made another Qualified Bid or amended or a modified Qualified Bid satisfying (i) above that has not been withdrawn or terminated), (B) the date Seller’s board of directors determines in good faith that the Qualified Bid is not or no longer remains a Superior Proposal, and (C) the date such cessation is to occur pursuant to the next sentence.  Any Excluded Person with respect to which the Seller’s board of directors has determined, as set forth above, as of the Go-Shop Period End Date, that such Qualified Bid is reasonably likely to lead to a Superior Proposal but is not yet a Superior Proposal, shall cease being an Excluded Person at 5:00 p.m. New York time on the fifth (5^th) day after the Go-Shop Period End Date unless the Seller’s board of directors, at or before such time, has determined in good faith, after consultation with its outside independent nationally recognized financial advisor and outside legal counsel, that such Excluded Person’s Qualified Bid constitutes a Superior Proposal.

“Financial Statement Preparation Expenses” has the meaning specified in the definition of Section 6.12(d).

“Financing Indemnitees” has the meaning specified in Section 6.12(d).

“Financing Sources” means the Persons that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing, the Debt Financing Commitment or other financings (including, for the avoidance of doubt, any alternative debt or equity financings pursuant to Section 6.12) in connection with the transactions contemplated hereby, including the parties to any commitment letters, engagement letters, joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective Affiliates, and their respective Affiliates’ officers, directors, employees, agents and representatives and their respective successors and assigns.

“FLSA” means the U.S. Fair Labor Standards Act and the rules and regulations promulgated thereunder, together with any similar local, state or foreign Laws.

“FMLA” means the U.S. Family and Medical Leave Act and the rules and regulations promulgated thereunder, together with any similar local, state or foreign Laws.

“Foreign Acquisition Agreements” has the meaning specified in Section 2.09.

“Former Business Employee” means any individual formerly employed at any time prior to Closing by Seller or any of its Subsidiaries in connection with the operation of the Business.

“FOSS” means all Software or other material that is distributed as “free software,” “open source software” or under a similar licensing or distribution model, including the GNU General Public License (GPL) (including the GNU Affero GPL License), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL) and the Apache License.

“French Excluded Employees” has the meaning specified in Section 7.01(o).

“Funded Indebtedness” means, with respect to any Person, without duplication: (a) any obligations for borrowed money or obligations issued or incurred in substitution or exchange for obligations for borrowed money, (b) any obligations evidenced by bonds, notes, debentures, mortgages, letters of credit (to the extent drawn) or other debt instruments or securities, (c) any accrued interest, premiums, penalties, breakages, “make whole amounts” and other obligations relating to the foregoing that would be payable in connection with the repayment of the foregoing, (d) any obligations to guarantee any of the foregoing types of obligations on behalf of any such Person, and (e) all obligations as lessee under any leases which are required to be capitalized in accordance with U.S. GAAP; provided, however, that “Funded Indebtedness” shall be deemed not to include any intercompany Funded Indebtedness owing by Seller to any of its Subsidiaries, by a Subsidiary of Seller to Seller or by one Subsidiary of Seller to another Subsidiary of Seller (it being understood that all such intercompany Funded Indebtedness, other than any such intercompany Funded Indebtedness between two (2) Transferred Entities, shall be cancelled at or prior to the Closing pursuant to Section 6.07(b) without any liability to Purchaser). For the avoidance of doubt, “Funded Indebtedness” shall exclude any item to the extent taken into account in the determination of Modified Working Capital or Transaction Expenses as a reduction to the Cash Purchase Price.

“GDPR” has the meaning specified in the definition of Privacy and Information Security Requirements.

“German Excluded Employees” has the meaning specified in Section 7.01(m).

“Go-Shop Period End Date” has the meaning specified in Section 6.16(a).

“Governmental Authority” means: (a) any federal, state, provincial, local, municipal, foreign or international government or governmental authority, quasi-governmental entity of any kind, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, organization, arbitrator or arbitral body (public or private), (b) any self-regulatory organization (including any stock exchange), or (c) any subdivision, department or branch of any of the foregoing.

“Governmental Authorization” means any licenses, approvals, clearances, permits, certificates, waivers, amendments, consents, exemptions, variances, expirations and terminations of any waiting period requirements (including pursuant to Competition Laws), other actions by, and notices, filings, registrations, qualifications, declarations and designations with, and other authorizations and approvals issued by or obtained from, a Governmental Authority.

“Government Instrumentality” means any public international organization or enterprise partially or wholly owned or controlled by a Governmental Authority.

“Government Official” means any official, employee or representative of any Government Authority or Government Instrumentality.

“Governmental Order” means any decision, ruling, order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Materials” means (a) petroleum, petroleum products, asbestos in any form that is friable or polychlorinated biphenyls and (b) any chemical, material, waste or other substance regulated under any Environmental Law due to its hazardous, toxic, dangerous or deleterious properties or characteristics.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

 “Identified Lease” has the meaning specified in Section 6.09(c).

“Improvements” means all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property.

“Inactive Employee” has the meaning specified in Section 7.01(a).

“Indebtedness” means, with respect to any Person, without duplication: (a) any obligations for borrowed money or obligations issued or incurred in substitution or exchange for obligations for borrowed money, (b) any obligations evidenced by bonds, notes, debentures, mortgages, letters of credit or other debt instruments or securities, (c) any obligations owing as deferred purchase price of property, services, securities or other assets (including all seller notes and “earn-out”   payments), (d) all obligations as lessee under any leases which are required to be capitalized in accordance with U.S. GAAP, (e) any net cash payment obligations in respect of interest rate, currency or commodity swaps, collars, caps, hedges, futures contract, forward contract, option or other derivative instruments or arrangements that will be payable upon termination thereof (assuming they were terminated on the date of determination), (f) all obligations requiring the reimbursement of any obligor under any performance bond, letter of credit or similar credit transaction, (g) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise,

“Indemnified Party” has the meaning specified in Section 11.02(a).

“Indemnifying Party” has the meaning specified in Section 11.02(a).

“Information Technology” means any tangible or digital or other electronic computer and information technology systems and services (including computers, Software, screens, servers, workstations, memory, routers, hubs, switches, networks, data centers, data communications lines and hardware), information systems and telecommunications systems, including all tangible or digital or electronic technology comprising or supporting any of the foregoing.

“Insurance Policies” has the meaning specified in Section 4.16.

“Intellectual Property” means all proprietary and intellectual property rights, whether registered or unregistered, which may exist under the Laws of any jurisdiction in the world, including (a) inventor’s certificates, patent disclosures and invention disclosures, and patents and patent applications, registered designs and registered design applications, together with reissuances, continuations, continuations-in-part, continuing prosecution applications, re-issues, divisionals, revisions, utility models, certificates of invention, extensions and reexaminations, and post-grant review, covered business method review and inter partes review proceedings thereof; (b) registered and unregistered trademarks, domain names, service marks, brand names, certification marks, trade dress, logos, slogans, trade names, corporate names, social media identifiers, handles and tags, and other indications of origin, together with the goodwill associated therewith (“Trademarks”); (c) original works of authorship, registered and unregistered copyrights, moral rights, and rights equivalent thereto, including the rights of attribution, assignation and integrity; (d) trade secrets, know-how, distribution networks, customer lists, and confidential business information, including but not limited to any business plans, technical data, invention disclosures, customer data, financial information, pricing and cost information or other similar information; (e) advertisements and materials used in and for promotions, and all rights therein and thereto; (f) websites (including the layout, design, and contents of the web pages and underlying codes) and all rights therein and thereto; (g) rights of privacy and publicity; (h) other similar intangible intellectual property or proprietary rights to the foregoing (in whatever form or medium); (i) all applications to register, registrations and renewals or extensions of the foregoing; and (j) all goodwill associated with each of the foregoing and together with any and all rights to income, royalties, damages and payments due or payable with respect thereto.

“International Benefit Plan” means each Business Benefit Plan sponsored, established, maintained or contributed to, or required to be contributed to, or with respect to which Seller or any of its Subsidiaries may have any Liability, direct or indirect, contingent or otherwise (including a Liability arising out of an indemnification, guarantee, hold harmless or similar agreement), pursuant to any laws other than the laws of the United States (excluding any such plan, fund, program, agreement or

“Inventory” means all raw materials, components, ingredients, work-in-process, finished goods, demonstration equipment, parts, packaging materials and other accessories related thereto and other inventories, in each of the foregoing cases, that, as of the Closing Date, are used or held for use primarily in the operation or conduct of the Business, including any such inventories held at, or in transit from or to, the facilities of the Business, or located at customers’ premises on consignment from the Business.

“IP Assignment Agreement” means the intellectual property assignment agreement to be executed by the parties thereto on the Closing Date substantially in the form of Exhibit D.

“IP License” has the meaning specified in Section 4.12(a)(v).

“IRS” means the United States Internal Revenue Service.

“Knowledge of Purchaser” or “Purchaser’s Knowledge” means the actual knowledge any of the individuals listed in Section 1.01(e) of the Seller Disclosure Letter, and shall be deemed to include such knowledge as could have been obtained upon reasonable inquiry by any such individuals.

“Knowledge of Seller” or “Seller’s Knowledge” means the actual knowledge of any of the individuals listed in Section 1.01(f) of the Seller Disclosure Letter, and shall be deemed to include such knowledge as could have been obtained upon reasonable inquiry by any such individuals.

“Labor Contracts” has the meaning specified in Section 4.10(a).

“Labor Organization” has the meaning specified in Section 4.10(a).

“Law” means any law, statute, regulation, rule, code, decree, constitution, ordinance, treaty, rule of common law, decree or directive of any Governmental Authority, including any Governmental Order.

“Leased Real Property” has the meaning specified in Section 4.08(a).

“Liabilities” means debts, liabilities and obligations (including guarantees and other forms of credit support), whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured, on- or off-balance sheet, including those arising under any Law or Action and those arising under any contract, agreement, arrangement, commitment or undertaking or otherwise.

“Licensed Intellectual Property” has the meaning specified in Section 4.14(a).

“Lien” means, with respect to any property or asset, any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, security interest, claim, encumbrance, restriction, covenant, condition, encroachment or other survey defect, charge, option, pledge, easement, purchase right, instrument, preference, priority, option, right of first refusal, conditional sale agreement or other similar restriction (including restriction on transfer), whether secured or unsecured, choate or inchoate, filed or unfiled, scheduled or unscheduled, recorded or unrecorded, contingent or non-contingent, material or non-material, known or unknown.

“Long Term Disability Leave” means any leave of absence allowed under the applicable Business Benefit Plan or International Benefit Plan or provided for under applicable Law, including any governmental statutory benefit plan or policy, program or agreement, in each case which provides benefits or compensation to Employees who experience a long term disability and are impaired from performing their regular job duties for the Seller or its Subsidiaries (including any Transferred Entity) prior to the Transition Period.

“Losses” means all debts, losses, damages, expenses, Liabilities, obligations, assessments, judgments, awards, civil and criminal penalties, fines, Taxes, levies, imposts, duties, deficiencies, charges and settlements (whether payable to a third party or otherwise) and reasonable out-of-pocket costs and expenses (including interest actually payable to third parties, court costs and reasonable fees and expenses of counsel, accountants and other outside consultants and expert witnesses) of investigating, defending or asserting any of the foregoing.

“Malicious Code” means any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or “adware” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or facilitating, any of the following functions: (a) disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed, or (b) compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent.

“Market Disruption Event” means, with respect to any date, (a) the failure of the New York Stock Exchange to open for trading during its regular trading session on such date; or (b) the occurrence or existence, for more than one half hour period in the aggregate during the regular trading session, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Purchaser Common Stock or in any options contracts or futures contracts relating to the Purchaser Common Stock on the New York Stock Exchange.

“Marketing Period” means the first period of twenty-five (25) Business Days after the date of this Agreement commencing on the first day on which: (a) Purchaser shall have received (provided, that Purchaser is permitted to provide such information to the Financing Sources upon receipt) the Required Information from Seller pursuant to Section 6.12(c), and such Required Information is Compliant; and (b) nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 9.02(a), Section 9.02(b) or Section 9.02(d) to fail to be satisfied assuming the Closing were to be scheduled for any time during such twenty-five (25) Business Day period (it being understood that if Seller in good faith reasonably believes that the conditions in clauses (a) and (b) hereof have been satisfied and would be satisfied throughout and on the last day of such twenty-five (25) Business Day period and delivers to Purchaser a written notice to this effect, then the Marketing Period shall be deemed to have commenced on the date specified in such notice (subject to all of the provisos below) unless, as of the date of the delivery of such notice, Purchaser in good faith reasonably believes that one or more conditions in clauses (a) or (b) hereof have not been satisfied or such conditions would not be satisfied throughout and on the last day of such twenty-five (25) Business Day period and, within two (2) Business Days of such receipt, delivers a written notice to Seller to that effect (stating with reasonable specificity which Required Information Seller has not been delivered or is not Compliant, or which elements of the conditions in clause (b) have not been satisfied)); provided, that such period shall not commence earlier than the date of satisfaction of the conditions set forth in Section 9.02(c); provided, further, that (i) the days from November 22, 2018 through November 25, 2018 shall not be included when counting the twenty-five (25) Business Day period, (ii) if the Marketing Period has not ended on or before December 21, 2018, it shall not commence until January 2, 2019, and (iii) the

“Material Adverse Effect” means any event, change or circumstance that has had, or is reasonably likely to have, individually or in the aggregate, a material adverse effect on the assets, business, results of operations or financial condition of the Business, taken as a whole; provided, however, that no event, change or circumstance resulting from or arising out of any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been, a “Material Adverse Effect”: (a) events, changes or circumstances generally affecting the industries or markets in which the Business operates, (b) macroeconomic factors, exchange rates, interest rates or general financial, credit, debt or capital market conditions (including changes in interest or exchange rates), (c) earthquakes, floods, hurricanes, tornadoes, natural disasters or other acts of nature, (d) general global, national or regional political conditions, including hostilities, acts of war, sabotage or terrorism or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof, (e) changes in Law, generally accepted accounting principles or official interpretations of the foregoing, (f) compliance with this Agreement (other than Section 6.01 or Section 3.03) or the Ancillary Agreements or any action taken or omitted to be taken by Seller or any of its Subsidiaries (including the Transferred Entities) at the written request of Purchaser that neither Seller nor its Subsidiaries is obligated to take, or omit from taking, pursuant to this Agreement or the Ancillary Agreements, (g)(i) the transactions contemplated hereby, the entry into or any announcement of this Agreement (except for purposes of Section 3.03 or any other representation or warranty that expressly refers to the consequences of the transactions contemplated hereby or the entry into or consummation of this Agreement) or (ii) any Ancillary Agreements or the identity of Purchaser or any of its Affiliates, (h) any failure by the Business or any of the Transferred Entities to meet projections, forecasts or estimates (but not the underlying reasons for or factors contributing to such failure, unless otherwise contemplated by the exceptions in clauses (a) through (f) or clause (i) of this definition), or (i) any breach by Purchaser of this Agreement; provided, however, that the foregoing clauses (a), (b), (c), (d) and (e) shall not apply to the extent such events, changes or circumstances have had or are reasonably likely to have, individually or in the aggregate, a disproportionate effect on the Business, taken as a whole, compared to other Persons which operate in the same industries in which the Business operates (in which case only such extent of the effect of such

“Material Contract” and/or “Material Contracts” have the meaning specified in Section 4.12(a).

“Material Software” has the meaning specified in Section 4.14(j).

“Materials” has the meaning specified in Section 6.08(e).

“Modified Working Capital” has the meaning specified in Section 2.04(a).

“Objections Notice” has the meaning specified in Section 2.03(c).

“OFAC” means the U.S. Office of Foreign Assets Control.

“Offer Employees” has the meaning specified in Section 7.01(a).

“Offered Employees” has the meaning specified in Section 4.09(f).

“Outside Consultants” has the meaning specified in Section 6.06(b).

“Overhead and Shared Services” has the meaning specified in the definition of “Excluded Assets”.

“Owned Intellectual Property” has the meaning specified in Section 4.14(a).

“Owned Real Property” has the meaning specified in Section 4.08(b).

“Permanent Financing” has the meaning specified in Section 6.12(b).

“Permits” means licenses, permits, approvals, certificates, authorizations, operating permits, easements, registrations, qualifications, rulings, waivers, variances or other forms of permission, consents, exemptions, plans and the like, used or held for use in connection with the ownership, conduct or operation of the Business of any Governmental Authority.

“Permitted Extension Deadline” means, with respect to any Excluded Person, the earliest to occur of (a) the time such Person ceases to be an Excluded Person, (b) the later of (i) 5:00 p.m. New York time on the date that is five days after the Go-Shop Period End Date and (ii) the termination of the Notice Period, and (c) such time as Seller materially breaches Section 6.16 of this Agreement.

“Permitted Liens” means the following Liens: (a) Liens for Taxes not yet due and payable or the validity of which is being timely contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established in accordance with U.S. GAAP (or otherwise in accordance with applicable accounting standards); (b) statutory Liens of landlords, lessors or renters for amounts not yet due or payable or that are being contested in good faith, (c) Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by Law, in each case, arising or incurred in the ordinary course of business; (d) easement, zoning, entitlement, building and land use regulations imposed by any Governmental Authority having jurisdiction over the Owned Real Property which are not violated by the current use or occupancy of such Real Property or the operation of the Business thereon; (e) customary covenants and conditions, defects of title, easements, encroachments, rights-of-way, restrictions and other similar non-monetary charges or encumbrances of record not

“Person” means any natural person, corporation, company, general or limited partnership, association, firm, limited liability company, limited liability partnership, trust or other legal entity or organization, including any Governmental Authority.

“Personal Data” means, collectively, (a) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank account information and other financial information, customer or account numbers, account access codes and passwords, or any other piece of information that, alone or in combination with other information collected, held or otherwise managed by Seller, any Subsidiary Transferor or any of the Transferred Entities, allows the identification of such natural person or enables access to such person’s financial information; (b) any information relating to an identified natural person or a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person; (c) all data and content uploaded or otherwise provided by or on behalf of Seller’s, any Subsidiary Transferor’s or any of the Transferred Entities’ customers to Seller, any Subsidiary Transferor or any of the Transferred Entities, or stored by such customers on any medium provided or controlled by Seller or any of the Transferred Entities; and (d) any other data collected by or on behalf of Seller, any Subsidiary Transferor or any of the Transferred Entities that pertains to Seller’s, any Subsidiary Transferor’s  or any of the Transferred Entities’ customers or to any other natural persons, in each case regardless of the media on which any such data is contained. Any information created or processed by Seller, any Subsidiary Transferor or any of the Transferred Entities that is based on Personal Data shall also be Personal Data.

“Post-Closing Tax Period” means any taxable period (or portion thereof in the case of a Straddle Period) beginning after the Closing Date, and references to any taxable period in relation to those entities incorporated in the UK shall be construed as referring to an accounting period.

“Pre-Closing Product Liabilities” means all Liabilities of Seller or its Subsidiaries or Affiliates arising primarily out of or relating primarily to any Products sourced, manufactured, sold or distributed prior to the Closing, or arising primarily out of or related primarily to any pre-Closing acts or omissions in connection with such Products, by Seller or any of its Subsidiaries with respect to the Business (which, for the avoidance of doubt, shall include claims based in negligence or strict product liability or claims that such products were defective or otherwise not made to specification).

“Pre-Closing Restructuring” has the meaning specified in Section 6.14(a).

“Pre-Closing Restructuring Steps” has the meaning specified in Section 6.14(a).

“Pre-Closing Tax Period” means any taxable period (or portion thereof in the case of a Straddle Period) ending on or prior to the Closing Date, and references to any taxable period in relation to those entities incorporated in the UK shall be construed as referring to an accounting period.

“Pre-Closing Tax Returns” has the meaning specified in Section 8.04(a).

“Preliminary Purchase Price” means the Stock Consideration plus the Estimated Cash Purchase Price.

“Pre-Signing Financial Statements” has the meaning specified in Section 4.02(a).

“Pre-Signing Identified Jurisdictions” has the meaning specified in Section 4.02(a).

“Privacy and Information Security Requirements” means (a) all applicable international, federal, state, provincial and local Laws, rules regulations, directives and governmental requirements relating in any way to the privacy, security, collection, storage, use, disclosure, retention, transfer or Processing of Personal Data, including (i) the EU Data Protection Directive (Directive 95/46/EC) and any successor or replacement directive thereof (including the General Data Protection Regulation (the “GDPR”); (ii) the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.); (iii) the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d); (iv) the Payment Card Industry Data Security Standard, as such may be amended, restated, extended or otherwise superseded from time to time; (v) Laws regulating unsolicited email communications; (vi) security breach notification Laws; (vii) Laws imposing minimum security requirements; (viii) Laws requiring the secure disposal of records containing certain Personal Data; (ix) all Contracts to which Seller, the Subsidiary Transferors, the Transferred Entities, or those of Seller’s Controlled Affiliates that are or will be parties to the Ancillary Agreements, is a party or is otherwise bound that relate to Personal Data and/or protecting the security or privacy of personal information; (x) with respect to Seller, the Subsidiary Transferors, the Transferred Entities, and those of Seller’s Controlled Affiliates that are or will be parties to the Ancillary Agreements, the policies and notices (e.g., posted privacy policies or notices provided in connection with the collection, storage, use, disclosure, retention or transfer of Personal Data, posted policies or notices concerning the security of Seller’s or any of the Transferred Entities’ Products and/or Seller’s or any of the Transferred Entities’ Information Technology, internal policies and standards concerning the treatment of personal information and/or the security of Seller’s or any of the Transferred Entities’ Products and/or Seller’s or any of the Transferred Entities’ Information Technology) thereof relating to Personal Data, privacy and/or the security of Seller’s or any of the Transferred Entities’ Products, Information Technology and/or other personal information); (xi) all other similar international, federal, state, provincial and local requirements; and (b) all applicable Laws concerning the information security of Products or Information Technology systems.

“Privacy Contracts” means any Contract that requires the transfer of Personal Data by Seller or any of its Subsidiaries (including the Transferred Entities) to a third party, or that requires a third party to transfer Personal Data to Seller or any of its Subsidiaries (including the Transferred Entities), in each case with respect to the Business.

“Privacy Policies” has the meaning specified in Section 4.14(e).

“Process” or “Processing” means any operation performed upon Personal Data, including but not limited to creating, collecting, obtaining, accessing, recording, organizing, storing, altering, retrieving, using, disclosing or destroying Personal Data.

“Products” means: (i) all global auto care products and product categories, including all of the following products as used in connection with auto-care: (a) appearance, performance and A/C recharge product categories, including automotive appearance products, all A/C recharge products, do-it-yourself automotive air conditioner recharge products and all refrigerant and oil recharge and sealant kits and accessories, (b) all protectants, trim and plastic restoration, lens care, wipes, tire and wheel care

“Proposal” has the meaning specified in Section 6.16(a).

“Purchase Price” has the meaning specified in Section 2.03(a).

“Purchaser” has the meaning specified in the Preamble.

“Purchaser 401(k) Plan” has the meaning specified in Section 7.02(d).

“Purchaser Benefit Plan” means each Benefit Plan sponsored, maintained or contributed to by Purchaser or any of its Affiliates or with respect to which Purchaser or any of its Affiliates is a party or has any liability to and in which any Transferred Employee, or any beneficiary thereof, is or becomes eligible to participate or derive a benefit on or after the Closing Date.

“Purchaser Common Stock” means common stock, par value $0.01 per share, of Purchaser.

“Purchaser Common Stock VWAP” means the volume-weighted average sales price per share taken to four decimal places of Purchaser Common Stock for the ten consecutive Trading Days immediately preceding the date of this Agreement, with each Trading Day measured from 9:30 a.m. New York time until 4:00 p.m. New York time, taking into account any adjustments made to reported trades at or prior to 4:10 p.m., New York time but excluding any after-market trades, as published by Bloomberg L.P. under its AQR function (or any other recognized quotation source mutually agreed to by Seller and Purchaser if such function is not available or is manifestly erroneous).

“Purchaser Financial Statements” has the meaning specified in Section 5.06(b).

“Purchaser Fundamental Representations” means the representations and warranties of Purchaser set forth in Section 5.01 (Organization and Good Standing), Section 5.02 (Authority), Section 5.03 (other than Section 5.03(d) thereof) (No Conflicts; Consents and Approvals), Section 5.04(a) (Capitalization), Section 5.09 (No Shareholder Vote Required), Section 5.12 (Brokers or Finders) and Section 5.15 (Stock Consideration) and the corresponding representations and warranties of Purchaser set forth in any certificate delivered by Purchaser pursuant to Section 9.01(a).

“Purchaser Indemnified Persons” has the meaning specified in Section 11.01(a).

“Purchaser Material Adverse Effect” means any event, change or circumstance that has had, or is reasonably likely to have, individually or in the aggregate, a material adverse effect on the assets, business, results of operations or financial condition of the Purchaser and its Subsidiaries, taken as a whole; provided, however, that no event, change or circumstance resulting from or arising out of any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been, a “Purchaser Material Adverse Effect”: (a) events, changes or circumstances generally affecting the industries or markets in which Purchaser or any of its Subsidiaries operates, (b) macroeconomic factors, exchange rates, interest rates or general financial, credit, debt or capital market conditions (including changes in interest or exchange rates), (c) earthquakes, floods, hurricanes, tornadoes, natural disasters or other acts of nature, (d) general global, national or regional political conditions, including hostilities, acts of war, sabotage or terrorism or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof, (e) changes in Law, generally accepted accounting principles or official interpretations of the foregoing, (f) compliance with this Agreement (other than Section 5.03) or the Ancillary Agreements or any action taken or omitted to be taken by Purchaser or any of its Subsidiaries at the written request of Seller that neither Purchaser nor its Subsidiaries is obligated to take, or omit from taking, pursuant to this Agreement or the Ancillary Agreements, (g)(i) the transactions contemplated hereby, the entry into or any announcement of this Agreement (except for purposes of Section 5.03 or any other representation or warranty that expressly refers to the consequences of the transactions contemplated hereby or the entry into or consummation of this Agreement) or (ii) any Ancillary Agreements or the identity of Seller or any of its Affiliates, (h) any failure by Purchaser or any of its Subsidiaries to meet projections, forecasts or estimates (but not the underlying reasons for or factors contributing to such failure, unless otherwise contemplated by the exceptions in clauses (a) through (f) or clause (i) of this definition), or (i) any breach by Seller of this Agreement; provided, however, that the foregoing clauses (a), (b), (c), (d) and (e) shall not apply to the extent such events, changes or circumstances have had or are reasonably likely to have, individually or in the aggregate, a disproportionate effect on Purchaser and its Subsidiaries, taken as a whole, compared to other Persons which operate in the same industries in which Purchaser or its Subsidiaries operates (in which case only such extent of the effect of such events, changes or circumstances shall be taken into account in determining whether there has been a Purchaser Material Adverse Effect).

 “Purchaser Related Parties” means Purchaser and any of its former, current and future Subsidiaries or Affiliates and each of their respective former, current and future Representatives, lenders, successors and assigns.

“Purchaser SEC Documents” has the meaning specified in Section 5.06(a).

“Qualified Bid” means any bona fide written proposal submitted by a third party (that is not an Affiliate of Seller and that has available financing necessary to close a transaction in respect of such proposal) to Seller or its Representatives (acting on behalf of Seller) in accordance with and not in violation of Section 6.16 of this Agreement, (a) with respect to (i) any merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving the Business that, regardless of the form of transaction, if consummated, will result in such third party, directly or through its Subsidiaries, acquiring or owning more than ninety percent (90%) of each of (A) the revenues of the Business and (B) the Transferred Equity Interests, Transferred Assets and Assumed Liabilities and/or (ii) any purchase of stock and/or assets by such third party involving the Business, that, regardless of the form of transaction, if consummated, will result in such third party, directly or through its Subsidiaries, acquiring or owning more than ninety percent (90%) of each of (A) the revenues of the Business and (B) the Transferred Equity Interests, Transferred Assets and Assumed Liabilities and (b)

“Qualified Bid Price” has the meaning specified in the definition of “Superior Proposal.”

“Real Property” has the meaning specified in Section 4.08(b).

“Real Property Leases” has the meaning specified in Section 4.08(a).

“Reduced Shares” has the meaning specified in the definition of “Stock Consideration.”

“Registered Intellectual Property” has the meaning specified in Section 4.14(a).

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, migrating or disposing into the environment.

“Remedial Action” means all actions to (a) clean up, remove, treat or in any other way remediate any Hazardous Material, (b) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the environment, (c) perform pre-remedial studies and investigations or post-remedial monitoring and care or (d) correct a condition of noncompliance with Environmental Laws.

“Representatives” has the meaning specified in Section 6.12(c).

“Required Information” shall mean (a) the historical financial statements regarding the Business  required pursuant to paragraph 2 of Annex E of the commitment letter included in the Debt Financing Commitment, (b) the financial data reasonably requested in writing by Purchaser and solely to the extent necessary to prepare pro forma consolidated balance sheets and related pro forma consolidated statements of income of Purchaser required pursuant to paragraph 9 of Annex E of the commitment letter included in the Debt Financing Commitment as of and for the twelve (12)-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) of this definition, it being understood that (x) the Required Information shall be deemed to be required in connection with a Transaction Financing, even if not pursuant to the Debt Financing Commitment; and (y) in no event shall the Required Information be deemed to include or shall Seller be required to provide (i) a description of all or any component of the Debt Financing, including any “description of notes”, (ii) risk factors relating solely to all or any component of the Debt Financing, (iii) separate subsidiary financial statements or any other information of the type required by Rule 3-10 or Rule 3-16 of Regulation S-X or “segment reporting”, (iv) Compensation Discussion and Analysis required by Item 402 of Regulation S-K, (v) other information customarily excluded from both an offering memorandum involving an offering of high-yield debt securities pursuant to Rule 144A and a registration statement for equity securities under the Securities Act, or (vi) any pro forma financial statements or projections.

“Response Period” has the meaning specified in Section 2.03(c).

“Restraint” has the meaning specified in Section 9.01(d).

“Restricted Activities” means owning, operating, controlling, managing, financing or participating in any business that is competitive with the Restricted Business or otherwise engaged in the design, formulation, manufacture, construction, processing, marketing, storage, sale, distribution, sourcing, placing in the stream of commerce, delivery, transportation, installation or support of any Restricted Products in the Territory; provided that, for the avoidance of doubt, the purchase of inventories in the ordinary course of business for use as a component in Seller’s products unrelated to the Restricted Business and the design, manufacture, marketing, distribution and sale of such products for such use shall not constitute a Restricted Activity; provided, further, that Seller’s acquisition and ownership of the Stock Consideration, entry into any Transaction Document and any actions taken in compliance with the terms thereof shall not be deemed to be Restricted Activities, subject to compliance with such Transaction Documents, including the Shareholder Agreement.

“Restricted Assets” has the meaning specified in Section 2.01(b).

“Restricted Business” means the global auto care business of Sellers and its Subsidiaries as conducted on the date hereof as and as of the Closing, including the design, manufacture, marketing, distribution, licensing and sale of Restricted Products.

“Restricted Financing Commitment Amendments” has the meaning specified in Section 6.12(a).

“Restricted Parties” means Seller, its Subsidiaries and their respective Controlled Affiliates, collectively.

“Restricted Period” means a period commencing on the Closing Date and ending on the earlier to occur of (a) five (5) years following the Closing Date and (b) if applicable Law in any particular jurisdiction would require a period of less than five (5) years for the covenant set forth in Section 6.13 not to be rendered void or unenforceable, the maximum permissible period such that the covenant set forth in Section 6.13 would not be rendered void or unenforceable; provided that, in respect of the jurisdictions set forth on Section 1.01(h) of the Seller Disclosure Letter, the maximum period shall be as indicated therein; and provided further, that, except with respect to the jurisdictions set forth on Section 1.01(h) of the Seller Disclosure Letter, such period shall be automatically extended by any period in which a Restricted Party is in violation of the covenants in Section 6.13.

“Restricted Products” means the products set forth in clauses (i) and (ii) of the definition of “Products”.

“Retained Environmental Liabilities” has the meaning set forth in the definition of “Retained Liabilities.”

“Retained Excluded Environmental Liabilities” has the meaning set forth in the definition of “Retained Liabilities.”

“Retained Liabilities” means all Liabilities of Seller or any of its Subsidiaries (including, if applicable, the Transferred Entities) other than the Assumed Liabilities, including the following Liabilities:

“Retained Pre-Closing Product Liabilities” means all Pre-Closing Product Liabilities other than the Assumed Pre-Closing Product Liabilities.

“Retained Trademarks” has the meaning specified in Section 6.07(c).

“Reverse Transition Services Agreement” means the Reverse Transition Services Agreement to be entered into between Seller and Purchaser at the Closing, which shall be on terms substantially consistent with the terms set forth in Section 1.01(k) of the Seller Disclosure Letter (the “Framework TSA Terms”).

“Review Laws” means the HSR Act or other antitrust, competition or pre-merger notification, trade regulation Law, regulation or order of any jurisdiction, including those set forth on Section 1.01(l) of the Seller Disclosure Letter.

“Sarbanes-Oxley Act” shall mean the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller” has the meaning specified in the Preamble.

“Seller 401(k) Plan” has the meaning specified in Section 7.02(d).

“Seller Contracting Parties” has the meaning specified in Section 3.01(a).

“Seller Disclosure Letter” means the letter delivered by Seller to Purchaser on the date hereof.

“Seller Fundamental Representations” means the representations and warranties of Seller set forth in Section 3.01(a) (Organization, Standing and Power), Section 3.02 (Authority; Execution and Delivery; Enforceability), Section 3.03 (other than Section 3.03(d) and Section 3.03(e) thereof) (No Conflicts; Consents and Approvals), Section 3.04 (Equity Interests in the Transferred Entities; Equity Interests in Other Persons), Section 3.05 (Private Placement Matters), Section 4.01(a) (Organization and Good Standing) and Section 4.13 (Brokers or Finders) and the corresponding representations and warranties of Seller set forth in any certificate delivered by Seller pursuant to Section 9.02(a).

“Seller Indemnified Persons” has the meaning specified in Section 11.01(c).

“Seller Licensed IP” has the meaning specified in Section 4.14(a).

“Seller Policies” has the meaning specified in Section 4.16.

“Seller Related Parties” means Seller and any of its former, current and future Subsidiaries or Affiliates and each of their respective former, current and future Representatives, lenders, successors and assigns.

“Share Cap” has the meaning set forth in the definition of “Stock Consideration.”

“Shared Contracts” has the meaning specified in Section 4.12(b).

“Shareholder Agreement” means the shareholder agreement to be executed by the parties thereto on the Closing Date substantially in the form of Exhibit E.

“Software” means any and all computer programs, operating systems, applications systems, firmware or software code of any nature (including but not limited to object code and source code), whether operational or under development, and any derivations, updates, enhancements and customizations of any of the foregoing, and any related processes, know-how, APIs, user interfaces, command structures, menus, buttons and icons, flow-charts, and related documentation, operating procedures, methods, tools, developers’ kits, utilities, developers’ notes, technical manuals, user manuals and other documentation thereof, including comments and annotations related thereto, whether in machine-readable form, programming language or any other language or symbols and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature, and whether in source code or object code.

“Solvent” has the meaning specified in Section 5.15.

“Specified Jurisdictions” has the meaning specified in Section 9.01(c).

“Specified Real Property” has the meaning specified in the definition of “Assumed Liability.”

“Specified Representations” means the representations and warranties of Seller set forth in Section 4.02 (Pre-Signing Financial Statements; Unaudited Annual Financial Statements; Audited Financial Statements), Section 4.03(e) (No Undisclosed Liabilities; Absence of Certain Changes or Events), Section 4.07(a) (Sufficiency of Assets), Section 4.09 (Seller’s Employee Benefit Plans), Section 4.11 (Environmental Matters), and Section 4.14 (Intellectual Property) and the corresponding representations and warranties of Seller set forth in any certificate delivered by Seller pursuant to Section 9.02(a).

“Stock Consideration” means: that number of shares of Purchaser Common Stock that is equal to Three Hundred Twelve Million Five Hundred Thousand Dollars ($312,500,000) divided by the Purchaser Common Stock VWAP, rounded down to the nearest whole share, subject to adjustment as provided in Section 2.10; provided, that if such number of whole shares shall equal or exceed the lesser of (i) 19.9% of the total voting power of the Purchaser Common Stock issued and outstanding immediately prior to the Closing and (ii) one-third of the Estimated Cash Purchase Price (disregarding for such purposes any Share Adjustment Amount) divided by Purchaser Common Stock VWAP (such lesser amount, the “Share Cap”), then such number of whole shares of Stock Consideration shall be reduced by a number of whole shares (the “Reduced Shares”) that shall result in a number of shares equaling the Share Cap.

“Straddle Period” means any taxable period that includes (but does not end on) the Closing Date.

“Straddle Period Tax Returns” has the meaning specified in Section 8.04(b).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profit interests, in

“Subsidiary Transferor” means each Subsidiary of Seller that holds any of the Transferred Assets or Auto Care Companies Equity Interests, including the Subsidiaries of Seller listed on Exhibit A under the heading “Subsidiary Transferors.”

“Superior Proposal” means a Qualified Bid that the Seller’s board of directors has determined, in its good faith judgment after consultation with outside legal counsel and its outside independent nationally recognized financial advisor, taking into account (x) all legal, regulatory and financial (including as to financing), timing, conditions and other aspects of such Qualified Bid, (y) all of Purchaser’s proposed revisions to the terms of the transactions contemplated by this Agreement as provided pursuant to Section 6.16(d)(iii), and (z) the Seller Termination Fee, and all costs, expenses and interest payable to Purchaser as a result of or relating to Seller’s termination of this Agreement under Section 10.01(f)), (A) is reasonably likely to be consummated and funded in accordance with its terms, and (B) will result in a transaction more favorable to Seller from a financial point of view than the transactions contemplated by this Agreement; provided, however, no Qualified Bid may be determined to be a Superior Proposal unless, at a minimum, (a) the purchase price payable to Seller and/or its Subsidiaries in connection with the Qualified Bid at the closing of the transaction contemplated thereby (the “Qualified Bid Price”) exceeds by at least 5% an amount equal to $1,250,000,000 and (b) the cash payable to Seller and/or its Subsidiaries in respect of the Qualified Bid at the closing of the transaction contemplated thereby equals or exceeds 75% of the Qualified Bid Price.

“Target Working Capital” means One Hundred Seven Million Five Hundred Thousand Dollars ($107,500,000).

“Tax” or “Taxes” means (a) any and all taxes, charges (including customs duties or fines), fees, levies, tariffs, imposts, duties or other assessments of any kind whatsoever, in each case, in the nature of a tax, imposed by or payable to any Tax Authority, including any gross income, net income, alternative or add-on minimum, franchise, profits or excess profits, gross receipts, estimated, capital, goods, services, documentary, use, transfer, ad valorem, value added, sales, customs, real or personal property, intangibles, capital stock, license, payroll, withholding or back-up withholding, employment, social security, workers’ compensation, unemployment compensation, production, excise, stamp, occupation, premium, windfall profits, occupancy, transfer and gains taxes, together with any interest, penalties, additions to tax or additional amounts imposed with respect to any of the foregoing, (b) any and all Liability for the payment of any items described in clause (a) above as a result of being (or ceasing to be) a member of an affiliated, consolidated, combined, unitary or aggregate group (or being included (or being required to be included) in any Tax Return related to such group) and (c) any and all liability for the payment of any amounts described in clause (a) or (b) above as transferee or successor or by Contract (other than contracts that do not primarily relate to Taxes).

“Tax Asset” has the meaning specified in Section 8.05.

“Tax Authority” means any Governmental Authority responsible for the administration, imposition, or collection of any Tax.

“Tax Controversy” has the meaning specified in Section 11.07(c)(i).

“Tax Indemnified Party” has the meaning specified in Section 11.07(c)(i).

“Tax Indemnifying Party” has the meaning specified in Section 11.07(c)(i).

“Tax Proceeding” means any audit, request for information, investigation, hearing, litigation, legal action, administrative or judicial contest or proceeding relating to Taxes.

“Tax Returns” means all returns, reports (including elections, declarations, disclosures, schedules, estimates, claims for refunds, and information returns) and other information required to be supplied to a Tax Authority relating to Taxes, including any supporting information on any schedule or attachment thereto and any amendment or supplement thereof.

“Tax Sharing Agreement” has the meaning specified in Section 4.15(e).

“Termination Date” has the meaning specified in Section 10.01(b).

“Territory” means any jurisdiction worldwide.

“Third-Party Claim” has the meaning specified in Section 11.02(a).

“Ticking Fee” has the meaning specified in Section 2.05(b).

“Trademarks” has the meaning specified in the definition of Intellectual Property.

“Trading Day” means a day on which (a) there is no Market Disruption Event; and (b) trading in the Purchaser Common Stock generally occurs on the New York Stock Exchange.

“Transaction Documents” means this Agreement, the Ancillary Agreements and any certificate or other document delivered by any party hereto or thereto in connection herewith or therewith, collectively.

“Transaction Expenses” means, to the extent not paid immediately before the effective time of the Closing, the amount of any fees, costs and expenses incurred or accrued at or prior to Closing by or on behalf of Seller or any of its Subsidiaries to any third party in connection with the preparation, negotiation, execution and delivery of, and/or their performance under, the Transaction Documents or the transactions contemplated thereby or the sale process involving the Business to the extent such fees, costs and expenses are or become obligations of Purchaser or any of its Subsidiaries (including, from and after the Closing, the Transferred Entities), including (a) legal, accounting, consulting, investment banking, financial advisory, brokerage and other third party advisory, agent or consulting fees, costs and expenses, (b) the aggregate amount payable (including “success fees”, retention or transaction-related, bonuses, any amounts payable to offset any excise Taxes imposed under Section 4999 of the Code and any related income Taxes, and the employer portion of any applicable payroll or employment Taxes relating to any payment described in clause (b)) to or for the benefit of Business Employees or Former Business Employees pursuant to any applicable agreement (whether written or oral) or other governing document or policy solely as a result of the transactions contemplated by this Agreement and (c) Financial Statement Preparation Expenses that are not Reimbursable Financial Statement Preparation Expenses.

“Transaction Financing” has the meaning specified in Section 6.12(c).

“Transfer Date” has the meaning specified in Section 7.01(a).

“Transfer Taxes” means all transfer, notarial, filing, recordation, goods, services, sales, use, real or personal property transfer, documentary, VAT, stamp and all other similar Taxes or other like charges, together with interest, penalties or additional amounts imposed with respect thereto.

“Transferable Permits” means all those Permits and Environmental Permits used or held for use primarily in the operation or conduct of the Business (and all applications pertaining thereto) that are transferable under applicable Law (including Environmental Laws) from Seller or any of its Subsidiaries, as applicable, to Purchaser or its designees.

“Transferred Assets” means Seller’s and its Subsidiaries’ (including the Transferred Entities’) right, title and interest in the following property and assets, real, personal, mixed, tangible and intangible, of every kind and description, whether or not reflected on the books and records of Seller and its Subsidiaries and wherever located:

“Transferred Books and Records” has the meaning specified in the definition of “Transferred Assets”.

“Transferred Cash and Cash Equivalents” has the meaning specified on Section 1.01(n) of the Seller Disclosure Letter.

“Transferred Contracts” has the meaning specified in the definition of “Transferred Assets”

“Transferred Employee” has the meaning specified in Section 7.01(a).

“Transferred Entities” has the meaning specified in the Recitals.

“Transferred Entity Voting Debt” has the meaning specified in Section 3.04(a).

“Transferred Equity Interests” has the meaning specified in the Recitals.

“Transferred Indebtedness” has the meaning specified in the definition of Assumed Liabilities.

“Transferred Information Technology” has the meaning specified in Section 4.14(j).

 “Transferred Policies” has the meaning specified in Section 4.16.

“Transition Period” has the meaning specified in Section 7.01(b).

“Transition Services Agreement” means the Transition Services Agreement to be entered between Seller and Purchaser at the Closing, which shall be on terms substantially consistent with the terms set forth in the Framework TSA Terms.

“TUPE” has the meaning specified in Section 7.01(n).

“U.S. GAAP” means generally accepted accounting principles in the United States, consistently applied and as in effect from time to time.

“Unadjusted Cash Purchase Price” has the meaning specified in Section 2.03(a).

“Unaudited Annual Financial Statements” has the meaning specified in Section 6.17(a).

“U.K. Deliverables” means:

“U.K. Entities” means together AAG UK Parent Limited (company number 07403263) and Armored Auto UK Limited (company number 02362589) (each a “U.K. Entity”).

“U.K. Excluded Employees” has the meaning specified in Section 7.01(n).

“U.K. Pension Scheme” means any defined contribution pension arrangement operated by the Transferred Entities in respect of U.K. Transferred Employees for the purpose of complying with their statutory obligations.

“U.K. Transferred Employees” means those Transferred Employees employed by the Business in the United Kingdom.

“VAT” means (a) any value-added or similar tax (including, for the avoidance of doubt, any goods and services tax, or harmonized sales tax) imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), and (b) any other Tax of a similar nature whether imposed in a Member State of the European Union in substitution for, or levied in addition to, such Tax referred to in clause (a) above, or imposed elsewhere.

“VDR” means the electronic data room for Project Odin maintained by Merrill Datasite.

“VWAP Adjustment Amount” means a dollar amount equal to (x) the Adjustment Stock Consideration less the Stock Consideration (disregarding the proviso contained in the definition thereof) multiplied by (y) the Adjustment Purchaser Common Stock VWAP (which dollar amount may be a positive or negative number)).

“WARN Act” means the U.S. Worker Adjustment and Retraining Notification Act and the rules and regulations promulgated thereunder, together with any similar local, state or foreign Laws.

“Working Capital Lower Target” shall mean One Hundred Two Million Five Hundred Thousand Dollars ($102,500,000).

“Working Capital Upper Target” shall mean One Hundred Twelve Million Five Hundred Thousand Dollars ($112,500,000).

Except as set forth in the Seller Disclosure Letter delivered by Seller to Purchaser simultaneously with the execution hereof, Seller represents and warrants to Purchaser that all of the statements contained in this Article III are true and correct. Notwithstanding anything herein to the contrary, Seller makes no representations and warranties in this Article III relating to the Excluded Assets or Retained Liabilities. For purposes of the representations and warranties of Seller contained herein, disclosure in one Section of the Seller Disclosure Letter of any items, facts or circumstances shall be deemed to be disclosure of such items, facts or circumstances with respect to any other representations or warranties by Seller calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more of such other representations or warranties, if it is reasonably apparent on the face of the Seller Disclosure Letter that such disclosure is applicable. The inclusion of any information in any Section of the Seller Disclosure Letter or other document delivered by Seller pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.

Except as set forth in the Seller Disclosure Letter delivered by Seller to Purchaser simultaneously with the execution hereof, Seller represents and warrants to Purchaser that all of the statements contained in this Article IV are true and correct. Except as set forth in Section 4.02 Section 4.07(a), Section 4.09(d), Section 4.14(a) and Section 4.16, Seller makes no representations and warranties in this Article IV to the extent relating to Excluded Assets or Retained Liabilities. For purposes of the representations and warranties of Seller contained herein, disclosure in one Section of the Seller Disclosure Letter of any items, facts or circumstances shall be deemed to be disclosure of such items, facts or circumstances with respect to any other representations or warranties by Seller calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more of such other representations or warranties, if it is reasonably apparent on the face of the Seller Disclosure Letter that such disclosure is applicable. The inclusion of any information

Purchaser hereby represents and warrants to Seller that, except as disclosed or reflected in the Purchaser SEC Documents filed after January 1, 2017, and prior to the date hereof, but excluding any risk factor disclosures contained under the heading “Risk Factors” or any disclosure of risks included in any “forward-looking statements” disclaimer in each case, other than any specific factual information contained therein, Purchaser represents and warrants to Seller that all of the statements contained in this Article V are true and correct.

(a)          Except for the representations and warranties contained in Article III and Article IV, in the Ancillary Agreements or in certificates delivered by Seller pursuant to Section 2.06(a)(v), Purchaser acknowledges that neither Seller nor any other Person (i) is making or has made any representation or warranty (whether express or implied) on behalf of Seller, any of its Affiliates (including the Transferred Entities) or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, or any of their respective Representatives in connection with the Transaction Documents or the transactions contemplated hereby or thereby and (ii) except as expressly otherwise provided herein or in the Transaction Documents, will have or be subject to any liability or indemnification obligation to Purchaser resulting from the delivery, dissemination or any other distribution to Purchaser or any of its Representatives, or the use by Purchaser or any of its Representatives, of any materials, documentation estimates, projections, forecasts, forward-looking information, business plans or other oral or other information during the course of due diligence or any auction or negotiation process (including information memoranda, VDR materials, projections, estimates, management presentations, budgets and financial data and reports).

For all purposes of this Agreement: