ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

FINAL EXECUTION COPY

ASSET PURCHASE AGREEMENT

between

S.C. JOHNSON & SON, INC.

and

ENERGIZER HOLDINGS, INC.

Dated as of May 10, 2009

TABLE OF CONTENTS

Schedules

Exhibits

ASSET PURCHASE AGREEMENT

          This ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of May 10, 2009, is by and between S.C. JOHNSON & SON, INC., a Wisconsin corporation (“ Seller ”) and ENERGIZER HOLDINGS, INC., a Missouri corporation (“ Buyer ”). All capitalized terms used in this Agreement shall be defined as set forth in Exhibit A attached hereto.

WITNESSETH :

          WHEREAS, Seller desires to sell or cause to be sold to Buyer all of the Assets (as defined herein), and Buyer desires to purchase such Assets and to assume all of the Assumed Liabilities (as defined herein), upon the terms and subject to the conditions set forth herein;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. Purchase and Sale of Assets; Assumption of Liabilities .

          (a) Purchase and Sale of Assets . On the terms and subject to the conditions of this Agreement, at the Closing Seller shall, and shall cause the Seller Entities to, sell, convey, transfer and assign to Buyer, or cause to be sold, conveyed, transferred and assigned to Buyer, and Buyer shall purchase from Seller and the Seller Entities, all of Seller’s and the Seller Entities’ right, title and interest in, to and under the Assets as they exist as of the Effective Time, free and clear of all Liens (other than Permitted Liens), for (i) the Base Purchase Price, payable and subject to further adjustment as set forth in Section 2 and (ii) the assumption of the Assumed Liabilities. The purchase and sale of the Assets and the assumption of the Assumed Liabilities are collectively referred to in this Agreement as the “ Acquisition .”

          (b) Assets . The term “ Assets ” shall mean all right, title and interest of Seller and the Seller Entities in, to and under the following assets, in each case, other than (A) the Excluded Assets and (B) as otherwise provided in this Section 1(b) :

               (i) all Inventory (the “ Transferred Inventory ”);

               (ii) all machinery, equipment, supplies, spare parts, tools, personal property and other tangible property used exclusively in the manufacture of the Products, including the items that are listed on Schedule 1(b)(ii) attached hereto (the “ Transferred Equipment ”);

               (iii) subject to the provisions of Section 8(a) , (A) all contracts, agreements, licenses, leases and other legally binding arrangements, whether oral or written, (I) that are listed or described on Schedule 1(b)(iii) attached hereto or (II) if not so listed or described, that relate exclusively to the ownership or operation of the Business as of the Effective Time, in each case, as they are (x) in existence on the date hereof or (y) entered into in the ordinary course of business, consistent with the covenants set forth in Section 5(b) , on or after the date of this Agreement and on or prior to the Closing Date (collectively, the “ Contracts ”), and (B) all commitments and orders for the purchase and sale of goods (including Inventory) that relate exclusively to the ownership or operation of the Business as of the Effective Time (the “ Purchase Orders ”);

               (iv) (A) the patents and patent applications set forth on Schedule 1(b)(iv)(A) (the “ Primary Patents ”), (B) the trademark registrations and trademark applications but only to the extent set forth on Schedule 1(b)(iv)(B) , together with all goodwill associated therewith (the “ Primary Trademarks ”), and (C) the product formulae owned by Seller or any of the Seller Entities that are used to make the Products (the “ Primary Technology ”, and, together with the Primary Patents and the Primary Trademarks, the “ Primary Intellectual Property ”);

               (v) (A) the patents and patent applications set forth on Schedule 1(b)(v)(A) , and all other patents or patent applications owned by Seller or any of the Seller Entities that are used exclusively in the operation or conduct of the Business as of the Closing (other than Primary Patents), (B) the trademark registrations, unregistered trademarks, trademark applications and domain names set forth on Schedule 1(b)(v)(B) , and all other trademark registrations, unregistered trademarks, trademark applications and domain names owned by Seller or any of the Seller Entities that are used exclusively in the operation or conduct of the Business as of the Closing (other than the Primary Trademarks), together with all goodwill associated therewith, (C) all copyrights on works of authorship used exclusively in the operation or conduct of the Business as of the Closing, and (D) all Technology, including the inventions, whether or not patentable, set forth on Schedule 1(b)(v)(D) , owned by Seller or any of the Seller Entities that is used exclusively in the operation or conduct of the Business as of the Closing other than the Primary Technology (clauses (A) through (D) collectively, the “ Other Intellectual Property ”);

               (vi) subject to Section 8(g) , all financial records, Promotional Materials and Commercial Information owned by Seller or any of the Seller Entities that are used exclusively in the operation or conduct of the Business, except to the extent relating to the Excluded Assets or the Excluded Liabilities and except to the extent not reasonably separable from documents or databases that do not relate exclusively to the Business;

               (vii) the software programs (including source code, object code, machine code and firmware) and related user manuals, documentation and instruction manuals owned by Seller or any of the Seller Entities that are used exclusively in the operation or conduct of the Business as of the Closing, except to the extent not reasonably separable from software that does not relate exclusively to the Business;

               (viii) all warranties that relate exclusively to the Business; and

               (ix) the goodwill of the Business.

          (c) Excluded Assets . Notwithstanding anything to the contrary in this Agreement, the Assets shall not include any assets or rights other than the assets specifically listed or described in Section 1(b) , shall not include any assets which are not used exclusively in the Business, and, without limiting the generality of the foregoing, shall expressly exclude the following (collectively, the “ Excluded Assets ”), which shall not be sold, transferred, assigned or delivered to Buyer:

               (i) all cash and accounts receivable of Seller and the Seller Entities;

               (ii) all books, documents, records and files prepared in connection with or relating to the transactions contemplated by this Agreement, including bids and financial analyses;

               (iii) all of Seller’s rights under this Agreement and the Ancillary Agreements;

               (iv) the wastewater treatment facility related to the Business; and

               (v) (A) the Excluded Marks, (B) the patents and patent applications set forth on Schedule 1(c)(v)(B) , (C)all patents and patent applications, copyrights, unregistered trademarks, trademark registrations, trademark applications, domain names and Technology other than those included in the Primary Intellectual Property or the Other Intellectual Property, and (D) all universal product codes or similar bar codes (whether or not relating to the Products).

          (d) Assumed Liabilities . Upon the terms and subject to the conditions of this Agreement, Buyer shall assume, effective as of the Closing, and shall pay, perform and discharge when due any and all Liabilities exclusively arising out of, relating to or otherwise in respect of the Assets, the Business or the operation or conduct of the Business as of (except to the extent limited by any of the specific items described in clauses (i) through (iv) below) or after the Effective Time (subject to any earlier date expressly set forth below) (collectively, the “ Assumed Liabilities ”), excluding any Excluded Liabilities, but otherwise including:

               (i) all Liabilities of Seller or any Seller Entity under the Contracts and Purchase Orders to the extent performance is required or a written claim is first made or asserted after the Effective Time;

               (ii) (A) all Liabilities arising out of or in connection with any product liability claims, intellectual property infringement or misappropriation claims and claims for personal injuries, property damage or losses that involve the sale or use of any product sold or otherwise disposed of by the Business to the extent that a written Claim is first made or asserted after the Effective Time, (B) all Liabilities for advertising and other trade or consumer promotional activities (including without limitation promotional activities, FSI drops, coupon drops, trade deductions and discounts) to the extent that such activities take place or otherwise apply to the conduct of the Business after the Effective Time, (C) all Liabilities for retailer product returns that are made more than thirty (30) days after the Effective Time, and (D) the Claims identified on Schedule 1(d)(ii) attached hereto;

               (iii) Buyer’s Liabilities for Taxes as described in Section 8(f) ; and

               (iv) all other Liabilities specifically assumed by Buyer under this Agreement.

          Buyer’s obligations under this Section 1(d) shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any agreement or document delivered in connection herewith or any right or alleged right to indemnification hereunder.

          (e) Excluded Liabilities . Notwithstanding any other provision of this Agreement and except as specifically provided in this Agreement and the Schedule hereto, the Buyer shall not assume any Liabilities of Seller or any Seller Entity or any other Person which are not exclusively related to the Business (the Liabilities of Seller and the Seller Entities not specifically assumed by Buyer being referred to collectively herein as the “ Excluded Liabilities ”), including, without limiting the generality of the foregoing, the following Liabilities:

               (i) subject to Section 1(d)(ii) , any accounts payable of the Business for Inventory as of the Effective Time;

               (ii) all Liabilities for advertising and other trade or consumer promotional activities (including without limitation promotional activities, FSI drops, coupon drops, trade deductions and discounts) to the extent that such activities take place or otherwise apply to the conduct of the Business prior to the Effective Time;

               (iii) all Liabilities for retailer product returns that are made within thirty (30) days after the Effective Time;

               (iv) any Liabilities of Seller or any Seller Entity under this Agreement and the Ancillary Agreements;

               (v) any Liabilities of Seller or any Seller Entity for expenses or fees arising out of the negotiation and preparation of this Agreement and the Ancillary Agreements or the consummation of the Acquisition, including attorneys’ and accountants’ fees;

               (vi) subject to Section 8(f) , any Liability of Seller or any Seller Entity with respect to Taxes and for Seller’s Liabilities for Taxes as described in Section 8(f) ;

               (vii) any Liability of Seller or any Seller Entity arising as a result of any violation or alleged violation of Environmental Laws prior to the Closing;

               (viii) any Liability of Seller or any Seller Entity relating to its employees, including any wages, salary, employee benefits, severance compensation and bonus payments; and

               (ix) all Liabilities arising out of or relating to any Excluded Asset.

          (f) Allocation of Purchase Price . As soon as practicable following the Closing, Buyer shall determine in good faith the allocation of the Final Purchase Price and the Assumed Liabilities among the Assets based upon good faith estimates of fair market values, and shall present such determination to Seller for its review and approval, which shall not be unreasonably withheld. In the event that Buyer and Seller fail to agree on the allocation of the Final Purchase Price and the Assumed Liabilities within sixty (60) days of the Closing, all allocation matters in dispute shall be referred for final determination to an independent accounting firm of national standing (the “ Allocation Arbiter ”) selected by Seller, and reasonably acceptable to Buyer, the expense of which shall be borne equally by Seller and Buyer. Promptly, but no later than thirty (30) days after its acceptance of appointment, the Allocation Arbiter shall determine (based solely on presentations by Seller and Buyer and not by independent review)

only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Final Purchase Price and Assumed Liabilities, which report shall be conclusive and binding upon the parties. Neither Buyer nor Seller, nor any of their respective Affiliates, unless required to do so by applicable law, shall take any position (whether in financial statements, audits, tax returns or otherwise) which is inconsistent with the final allocation determined by Buyer and Seller or, if applicable, the determination of the Allocation Arbiter.

          2. Closing .

          (a) Closing . The closing (the “ Closing ”) of the Acquisition shall be held at the offices of Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois at 10:00 a.m., local time, on the first Friday that is at least three (3) business days following satisfaction of the conditions to Closing set forth in Sections 3(a) and 3(b) (excluding execution and delivery of documents to be delivered at Closing) or as otherwise mutually agreed by Buyer and Seller. The date on which the Closing shall occur is hereinafter referred to as the “ Closing Date ”, and the Closing shall be deemed effective as of the closing of business on the Closing Date (the “ Effective Time ”).

               (i) At the Closing, subject to and on the terms and conditions set forth in this Agreement, Buyer shall deliver to Seller and the Seller Entities (A) (x) by wire transfer to bank accounts designated in writing by Seller immediately available funds in an amount equal to the Base Purchase Price, if the Base Purchase Price is paid in cash at the Closing, or (y) if the Base Purchase Price is paid in Stock Consideration as of the Closing, the shares of Buyer Preferred Stock constituting the Stock Consideration, together with one or more stock certificates representing the Buyer Preferred Stock, (B) instruments of assumption in form and substance reasonably satisfactory to Seller and its counsel evidencing and effecting the assumption by Buyer of the Assumed Liabilities and such other documents as are specifically required by this Agreement, (C) certified copies of resolutions duly adopted by Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, (D) certified copies of Buyer’s organizational documents and any other documents defining the rights of Buyer’s shares (including Buyer Preferred Stock, if applicable), (E) a certificate of the Secretary or an Assistant Secretary of Buyer as to the incumbency of the officer(s) of Buyer (who shall not be such Secretary or Assistant Secretary) executing this Agreement and the Ancillary Agreements, (F) a short-form certificate of good standing of Buyer, certified by the jurisdiction of formation of Buyer as of a date not more than five (5) business days prior to the Closing Date, and (G) if the Base Purchase Price is paid in Stock Consideration at the Closing, an opinion of Buyer’s counsel in the form attached hereto as Exhibit B .

               (ii) At the Closing, subject to and on the terms and conditions set forth in this Agreement, Seller shall deliver or cause to be delivered to Buyer (A) subject to Section 8(f) , such appropriately executed instruments of sale, assignment, transfer and conveyance in form and substance reasonably satisfactory to Buyer and its counsel evidencing and effecting the sale and transfer to Buyer of the Assets, (B) certified copies of resolutions duly adopted by Seller’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, (C) certified copies of Seller’s certificate of incorporation and bylaws, (D) a certificate of the Secretary or an Assistant Secretary of Seller as

to the incumbency of the officer(s) of Seller (who shall not be such Secretary or Assistant Secretary) executing this Agreement and the Ancillary Agreements, (E) a short-form certificate of good standing of Seller, certified by the Secretary of State of the State of Wisconsin as of a date not more than five (5) business days prior to the Closing Date, (F) a non-foreign affidavit dated as of the Closing Date, in form and substance set forth in Treasury Regulation §1445 stating that Seller is not a “foreign person” as defined in Code §1445 (the “ FIRPTA Affidavit ”), and (G) the written release of all Liens (other than Permitted Liens) relating to the Assets, in form and substance acceptable to Buyer, executed by the holder of parties to each such Lien. It is understood that none of the instruments and assignments referred to in this paragraph shall require Seller, any Seller Entity or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in this Agreement.

               (iii) Certain of the Assets may be in the possession of third parties (such as contract manufacturers or warehousemen) or in transit on the Closing Date. Prior to the Closing, except as otherwise provided herein, Seller and Buyer shall agree on reasonable procedures to transfer possession of such Assets to Buyer as soon as practicable after the Closing Date, and Seller shall provide reasonable assistance to Buyer in connection with the transfer thereof. All out-of-pocket costs incurred by Seller and Buyer in connection with transferring such Assets shall be borne equally by Buyer and Seller.

          (b) Purchase Price .

               (i) The “ Base Purchase Price ” shall be an amount equal to (x) if the Base Purchase Price is to be paid in cash at the Closing, Two Hundred Seventy Five Million Dollars ($275,000,000), or (y) if the Base Purchase Price is to be paid in Stock Consideration at the Closing, Three Hundred Ten Million Dollars ($310,000,000).

               (ii) Buyer shall use from and after the date hereof commercially reasonable efforts to effectuate an offering (the “ Offering ”) in order to fund the Base Purchase Price with cash. In the event that Buyer is unable to complete the Offering by June 1 , 2009, Buyer shall have the option, exercisable upon written notice to Seller no later than three (3) days prior to the Closing, to pay the Base Purchase Price with Stock Consideration; provided , however , that at any time prior to the Closing Date, Buyer may re-elect in its sole discretion to pay the Base Purchase Price in cash.

               (iii) The “ Stock Consideration ” shall be the number of shares of Buyer Preferred Stock calculated by dividing the Base Purchase Price by the Original Series A Issue Price of the Buyer Preferred Stock (as defined in the Certificate of Designation of the Buyer Preferred Stock).

          (c) Purchase Price Adjustment .

               (i) Within forty-five (45) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (in its final and binding form, the “ Statement ”) setting forth the Inventory Amount. In connection with the preparation of the Statement, Seller and Buyer shall jointly take and prepare a physical count of the Transferred Inventory which shall take into account any Inventory sold between the Effective Time and such physical count.

During the thirty (30) days immediately following Buyer’s receipt of the Statement, Buyer shall be permitted to review the final working papers relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth (30th) day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (a “ Notice of Disagreement ”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted; provided , that no such Notice of Disagreement shall be provided unless the aggregate amount of disagreements noticed is at least $100,000. If a timely Notice of Disagreement is received by Seller, then the Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Firm. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. During such period, Seller shall have full access to the final working papers of Buyer prepared in connection with Buyer’s preparation of the Notice of Disagreement. At the end of such thirty (30)-day period, Seller and Buyer shall submit to Deloitte LLP (the “ Firm ”) for review and resolution of any and all matters which remain in dispute and which were properly included in the Notice of Disagreement, and the Firm shall make a final determination of the Inventory Amount, which determination shall be binding on the parties (it being understood, however, that the Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Seller (and not by independent review), only those matters which remain in dispute and which were properly included in the Notice of Disagreement). The Statement shall become final and binding on Buyer and Seller on the date the Firm delivers its final resolution to the parties (which final resolution shall be delivered as soon as practicable following the selection of the Firm). The Firm shall be selected by Seller and Buyer or, if the parties are unable to agree, by Seller’s and Buyer’s independent accountants. The fees and expenses of the Firm pursuant to this Section 2(b) shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller.

               (ii) The Base Purchase Price shall be either increased by the amount by which the Inventory Amount exceeds Base Inventory Amount or decreased by the amount by which the Base Inventory Amount exceeds the Inventory Amount (the Base Purchase Price, as so increased or decreased, being referred to herein as the “ Final Purchase Price ”). If the Base Purchase Price is less than the Final Purchase Price, Buyer shall, and if the Base Purchase Price is greater than the Final Purchase Price, Seller shall, within five (5) business days after the Statement becomes final and binding on the parties, make payment to the other party by wire transfer in immediately available funds of the amount of such difference. Such payment shall be in cash notwithstanding the form of consideration utilized for the Base Purchase Price paid at the Closing.

          3. Conditions to Closing .

          (a) Buyer’s Obligation . The obligation of Buyer to purchase and pay for the Assets and assume the Assumed Liabilities is subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions:

               (i) The representations and warranties of Seller made in this Agreement shall be true and correct as of the date hereof and, except to the extent of changes or developments expressly contemplated by the terms of this Agreement, shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date, except (x) to the extent of changes caused by the transactions expressly contemplated hereby, (y) for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time) and (z) for breaches of representations and warranties that, without taking into account any qualification, exception or limitation as to materiality or Business Material Adverse Effect contained in such representation or warranty, would not individually or in the aggregate have a Business Material Adverse Effect.

               (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the purchase and sale of the Assets or the exercise by Buyer of control over the Assets.

               (iii) The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), shall have expired or been terminated, and Buyer and Seller shall have received the governmental approvals and consents listed or described on Schedule 3(a)(iii) .

               (iv) Seller shall have executed and delivered the Ancillary Agreements referred to in Section 8(h) .

               (v) There shall not have occurred a Business Material Adverse Effect since April 3, 2009.

               (vi) This Agreement shall not have been terminated in accordance with the provisions of Section 9 .

               (vii) Seller shall have performed and satisfied in all material respects all covenants and agreements required by this Agreement to be performed or satisfied by Seller prior to or at the Closing, and Seller shall have delivered to Buyer a certificate dated as of the Closing Date and signed by the President or Vice President of Seller confirming the foregoing.

          (b) Seller’s Obligation . The obligation of Seller to sell and deliver or cause to be sold and delivered the Assets to Buyer is subject to the satisfaction (or waiver by Seller) as of the Closing of the following conditions:

               (i) The representations and warranties of Buyer made in this Agreement shall be true and correct as of the date hereof and, except to the extent of changes or developments expressly contemplated by the terms of this Agreement, shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date, except (x) to the extent of changes caused by the transactions expressly contemplated hereby, (y) for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and (z) for breaches of such representations and warranties that, without taking into account any qualification, exception or limitation as to materiality or Buyer Material Adverse Effect contained in such representation or warranty, would not

individually or in the aggregate have a Buyer Material Adverse Effect or a material and adverse effect on the expected benefits to Seller of the transactions contemplated by this Agreement.

               (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the purchase and sale of the Assets.

               (iii) The waiting period under the HSR Act shall have expired or been terminated, and Buyer and Seller shall have received the governmental approvals and consents listed or described on Schedule 3(a)(iii) .

               (iv) Buyer shall have executed and delivered the Ancillary Agreements.

               (v) If the Base Purchase Price is to be paid in Stock Consideration at the Closing, no Buyer Material Adverse Effect shall have occurred since December 31, 2008.

               (vi) This Agreement shall not have been terminated in accordance with the provisions of Section 9 .

               (vii) Buyer shall have performed and satisfied in all material respects all covenants and agreements required by this Agreement to be performed or satisfied by Buyer prior to or at the Closing, and Buyer shall have delivered to Seller a certificate dated as of the Closing Date and signed by the President or Vice President of Buyer confirming the foregoing.

          (c) Frustration of Closing Conditions . Neither Buyer nor Seller may rely on the failure of any condition set forth in this Section 3 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur.

          4. Representations and Warranties of Seller . Seller hereby represents and warrants to Buyer as follows:

          (a) Authority; No Conflicts .

               (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. Seller has all requisite corporate power and authority to own, lease and operate the Business’ properties and to carry on the Business as it is now being conducted. Seller also has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements as are contemplated hereby to be executed and delivered by it and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller, and the Ancillary Agreements shall be duly and validly executed and delivered by Seller. This Agreement and the Ancillary Agreements constitute, or will, when duly executed and delivered, constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their respective

terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or equity) and except that the remedy of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

               (ii) Except as set forth on Schedule 4(a)(ii) , the execution and delivery by Seller of this Agreement and the Ancillary Agreements do not, and the consummation by Seller of the transactions contemplated hereby and thereby and compliance by Seller with the terms hereof and thereof will not, conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Assets under, or require any filing, consent, authorization, permit or approval under (A) any provision of the certificate of incorporation or by-laws of Seller, (B) any Contract or (C) any judgment, order or decree or any statute, law, ordinance, rule or regulation applicable to the Business or the Assets, other than (I) any such conflicts, violations, defaults, rights or liens, claims, encumbrances, security interests, options, charges or restrictions that, individually or in the aggregate, would result in damages, fines or penalties in excess of $1,000,000, (II) any such consents, authorizations or approvals required under the HSR Act or listed or described on Schedule 3(a)(iii) or that may be required solely by reason of Buyer’s participation in the transactions contemplated hereby, or (III) the matters disclosed on Schedule 4(e) .

          (b) Financial Schedules . Schedule 4(b) sets forth the unaudited schedules of net sales and product contribution for the Business for each of the fiscal years ended June 29, 2007 and June 27, 2008 and the interim unaudited schedules of net sales and product contribution for the Business for the nine (9)-month period ended April 3, 2009 (collectively, the “ Financial Schedules ”). Such information was derived from the books and records of the Seller (which are maintained in a manner that permits Seller to prepare its consolidated financial statements in accordance with GAAP) and fairly presents, in all material respects, the operating information purported to be shown thereby.

          (c) Title to Tangible Assets . Seller or the applicable Seller Entity has good and valid title to all Transferred Inventory and Transferred Equipment, except for Inventory sold or otherwise disposed of after the date hereof in the ordinary course of business consistent with past practice, free and clear of all mortgages, liens, security interests or encumbrances of any nature whatsoever, except Permitted Liens. All of the Transferred Inventory is usable or salable in the ordinary course and is not physically damaged, previously used, obsolete or discontinued, subject only to the reserve, if any, for inventory write-down set forth on the Statement. The Transferred Equipment has been maintained in all material respects in accordance with normal industry practice and is in good operating condition and repair, ordinary wear and tear excepted, and is suitable for the purposes for which it is currently used. This Section 4(c) does not relate to any intellectual property matters, such items being the subject of Section 4(d) .

          (d) Intellectual Property .

               (i) Except as disclosed on Schedule 4(d) , as of the date of this Agreement, Seller or one of the Seller Entities owns the Primary Intellectual Property in the jurisdictions listed on Schedule 1(b)(iv)(A) and Schedule 1(b)(iv)(B) and subject to the limitations set forth on Schedule 1(b)(iv)(A) and Schedule 1(b)(iv)(B) , free and clear of all Liens. Except as set forth on Schedule 4(d) , no Claims are pending in writing or, to the knowledge of Seller, threatened against Seller or any of the Selling Entities as of the date of this Agreement by any third party claiming that the use of the Primary Intellectual Property in the operation or conduct of the Business infringes the intellectual property rights of any such third party. Except as set forth on Schedule 4(d) , neither Seller nor any of the Seller Entities has granted any third party a license to any of the Primary Intellectual Property that is currently in effect, other than licenses to end-users, customers, suppliers, distributors, co-packers and contractors of Seller or any Seller Entity in the ordinary course of business (including cross-promotional arrangements).

               (ii) Except as disclosed on Schedule 4(d) and subject to Section 8(a) , to the knowledge of Seller, the transfer of the Assets and the assumption of the Assumed Liabilities, together with Buyer’s rights under the Ancillary Agreements and this Agreement, will provide Buyer with the intellectual property rights that will enable Buyer to continue to conduct the Business immediately after the Closing in substantially the same manner as conducted by Seller as of the date hereof.

               (iii) Except as disclosed on Schedule 4(d) , all required filings, renewals, and declarations of use for the registered Primary Intellectual Property have been made and all maintenance fees for the registered Primary Intellectual Property have been paid.

               (iv) Except as disclosed on Schedule 4(d) , no Primary Intellectual Property has been, since January 1, 2004, the subject of any litigation or, to the knowledge of Seller, threat of litigation, or is the subject of any pending opposition, cancellation, interference or similar adversarial proceeding by or before any governmental authority.

               (v) Except as disclosed on Schedule 4(d) , neither Seller nor any Seller Entity has entered into any Contracts relating to the Primary Intellectual Property that would have a Business Material Adverse Effect.

               (vi) Except as disclosed on Schedule 4(d) , no claims of a Person infringing or otherwise violating any rights of Seller or any Seller Entity in or to the Primary Intellectual Property are pending or, to the knowledge of Seller, threatened by Seller or any Selling Entity against any such Person.

               (vii) Except as disclosed on Schedule 4(d) , the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of any rights of Buyer to own, use or license any Primary Intellectual Property. Since December 31, 2008, neither Seller nor any Seller Entity has disposed of, transferred, conveyed, assigned, or permitted to lapse any Primary Intellectual Property, other than in the ordinary course of business or pursuant to a confidentiality agreement.

               (viii) Except as disclosed on Schedule 4(d) , no Claims are pending in writing or, threatened in writing against Seller or any of the Selling Entities as of the date of this Agreement by any third party in which it is asserted that any composition, machine, process or manufacture used, manufactured, sold, offered for sale, or imported in connection with the Business infringes a patent, trademark, service mark, trade secret, copyright or other intellectual property right of any such third party.

               (ix) Except as disclosed on Schedule 4(d) , there are no settlement agreements, consents, orders, forbearances to sue or similar obligations which restrict any rights of Seller or any Seller Entity to use, sell or license any Primary Intellectual Property.

          Buyer acknowledges and agrees that Seller does not make, and expressly disclaims, any representations or warranties (other than Section 4(d)(ii) ) relating to any of the Other Intellectual Property or any of the intellectual property not included in the Primary Intellectual Property or the Other Intellectual Property.

          (e) Contracts . Except as disclosed on Schedule 1(b)(iii) or Schedule 4(e) , each Contract is a valid and binding obligation of the Seller or the applicable Seller Entity and, to the knowledge of Seller, of the other party to such Contract, and is in full force and effect, except to the extent such Contract expires in accordance with its terms. Except as disclosed on Schedule 1(b)(iii) or Schedule 4(e) each applicable Seller Entity or Seller, as the case may be, and, to the knowledge of Seller, other party to any such Contract, has performed all material obligations required to be performed by it to date under such Contracts and is not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Seller has made available to Buyer access to true, complete and correct copies of each material Contract, and no such Contract has been modified or amended in any material respect, except as reflected on Schedule 4(e) . To the knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, a default under or a violation of any Contract or Purchase Order in any material respect by Seller or any other party to such Contract or Purchase Order or would cause the acceleration or termination of, or provide any party the right to accelerate or terminate, any material obligation of any party thereto or the creation of a Lien other than a Permitted Lien upon any Asset, or would require any consent thereunder.

          (f) Litigation; Decrees . Except as set forth on Schedule 4(f) , there are no lawsuits, actions or proceedings pending or, to the knowledge of Seller, threatened against the Business and, to the knowledge of Seller, there are no matters which would result in any lawsuits, actions, investigations, and/or allegations of infringement, wrongdoing, or liability with respect to the Business that would have a Business Material Adverse Effect. Seller has made available to Buyer access to true, complete and correct copies of all complaints, motions, responses, notices and other documentation and correspondence relating to any pending judicial proceeding against the Business.

          (g) Absence of Changes or Events . Except as set forth on Schedule 4(g) or the other Schedules hereto, since April 3, 2009, (i) the Business has been conducted in all material respects in the ordinary course of business consistent with past practice; (ii) there has not occurred any event having, and there has not been, a Business Material Adverse Effect, and,

to the knowledge of Seller, there have not occurred any events or changes (including the occurrence of any liabilities of any nature, whether or not accrued or contingent) in or to the Business which would have, individually or in the aggregate, a Business Material Adverse Effect; (iii) none of the Seller or any Seller Entity (with respect to the Business) have taken any of the actions set forth in Section 5(b) of this Agreement; and (iv) there has not been any sale, lease, license, abandonment or other disposition by the Seller or any Seller Entity of any material assets used exclusively in the Business, except (x) in the ordinary course of the Business; (y) to another Seller Entity; or (z) relating to the transactions contemplated hereby. Buyer acknowledges that there may be a disruption to the Business as a result of the execution of this Agreement, the announcement by Buyer of its intention to purchase the Business or the announcement by Seller, if any, of its intention to sell the Business, or the consummation of the transactions contemplated hereby, and Buyer agrees that such disruptions do not and shall not constitute a breach of this Section 4(g) .

          (h)  Compliance with Applicable Laws . Except as set forth on Schedule 4(h) or the other Schedules hereto, the Business is being conducted in compliance in all material respects with all applicable statutes, laws, ordinances, rules, orders and regulations of any governmental authority or instrumentality.

          (i)  Product Registrations; Regulatory Compliance . The Business is not required to maintain any material product registrations in order to market any product of the Business.

          (j)  Customers . Schedule 4(j) sets forth a true, complete and correct list of the Business’ ten (10) largest customers by volume of sales (by both unit and dollar volume), for each of the years ended June 29, 2007, June 27, 2008 and the nine (9)-month period ended April 3, 2009. During the period from January 2, 2009 to the date of this Agreement, Seller has not received written notice from any customer listed on Schedule 4(j) to the effect that such customer will stop, or materially decrease the rate of, buying materials, products or services from the Business.

          (k)  Suppliers . Schedule 4(k) sets forth a true, complete and correct list of the Business’ five (5) largest suppliers by volume of purchases (by both unit and dollar volume) for the year ended April 3, 2009. During the period from January 2, 2009 to the date of this Agreement, Seller has not received written notice from any supplier listed on Schedule 4(k) to the effect that such supplier will stop, or materially decrease the rate of, supplying materials, products or services to the Business.

          (l)  Product Liability Claims . Except as described on Schedule 4(l) , since January 1, 2004, Seller has not received notice or information as to any material claim or allegation of personal injury, death, or property or economic damages, any material claim for punitive or exemplary damages, or any claim for contribution or indemnification. Schedule 4(l) accurately and completely describes all such material claims, together in each case with the date such claim was made, the amount claimed, the disposition or status of such claim (including settlement or judgment amount).

          (m)  Assets . Subject to Section 8(a) , the transfer of the Assets and the assumption of the Assumed Liabilities, together with Buyer’s rights under the Ancillary Agreements and this Agreement, will provide Buyer with the property, property rights and other rights that will enable Buyer to continue to conduct the Business immediately after the Closing in substantially the same manner conducted by Seller as of the date hereof. This Section 4(m) does not relate to any intellectual property matters, such items being the subject of Section 4(d) .

          5. Covenants of Seller . Seller covenants and agrees as follows:

          (a) Access . Prior to the Closing, Seller shall grant to Buyer or cause to be granted to Buyer and its representatives, employees, counsel and accountants reasonable access, during normal business hours, upon reasonable notice and in compliance with Seller’s facility access requirements, to the personnel, properties, books and records of Seller and the Seller Entities relating to the transition of the Business to Buyer; provided , however , that (i) such access does not unreasonably interfere with the normal operations of Seller, the Seller Entities or the Business; (ii) all requests for access shall be directed to Marc L. English, or such other Person as Seller may designate from time to time and (iii) nothing contained in this Section 5(a) shall obligate Seller, any of the Seller Entities or any of their respective Affiliates to breach any duty of confidentiality owed to any Person, whether such duty arises contractually, statutorily or otherwise.

          (b) Ordinary Conduct . Except as permitted by the terms of this Agreement or as set forth in Schedule 5(b) , from the date hereof through the Effective Time, Seller will cause the Business to be conducted in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve intact the Business and related relationships with customers, suppliers and other third parties to the extent such relationships relate to the Business. Except as provided in this Agreement or Schedule 5(b) , from the date hereof through the Effective Time, neither Seller nor any Seller Entity will do any of the following without the prior written consent of Buyer:

               (i) make any material change in the conduct of the Business, except as specifically contemplated by this Agreement;

               (ii) transfer, sell, lease or otherwise dispose of, or agree to transfer, sell, lease, license or otherwise dispose of, any interest in any of the Assets, except for sales of Inventory in the ordinary course of business;

               (iii) permit, allow or subject any of the Assets or any part thereof to be subject to any mortgage, pledge, security interest, encumbrance or lien or suffer such to be imposed, except for Permitted Liens incurred in the ordinary course of business consistent with past practice;

               (iv) modify, amend or terminate any Contract in any material respect or waive, release or assign any material rights or claims of the Business;

               (v) change any accounting methods used in maintaining the financial records of the Business other than as may be required by GAAP; or

               (vi) enter into any transaction or take any action that would result in a Business Material Adverse Effect.

          (c) Covenant Not to Compete .

               (i) Seller agrees that for a period of five (5) years following the Closing Date (the “ Restricted Period ”), it shall not, either for itself or for any Affiliate, engage in the business of manufacturing, marketing or selling any consumer products that constitute creams, gels, foams or lotions that are marketed for shave preparation, in each case anywhere in world (the “ Restricted Business ”); provided that , notwithstanding the foregoing, Seller and its Affiliates may (A) engage in the Restricted Business through either The Caldrea Company or The Fruits & Passion Group Inc. (each of which is a recently acquired independent Subsidiary of Seller), as well as their respective controlled Affiliates so long as no such entity, individually or collectively with the other entities, derives more than $5,000,000 of net revenues (the “ Revenue Limit ”) from the Restricted Business during any given fiscal year during the Restricted Period, B) perform their respective obligations under the Ancillary Agreements, and (C) purchase or otherwise become affiliated with any enterprise engaged in the Restricted Business so long as Seller uses reasonable efforts, as soon as reasonably practicable, to divest or cease to engage in all or part of such enterprise’s Restricted Business to the extent that such enterprise derived more than the Revenue Limit from the Restricted Business for its most recently completed fiscal year such that the Revenue Limit would not be exceeded after giving effect to such divestiture or cessation of all or part of the Restricted Business. For purposes hereof, the term “ consumer product ” means any product purchased by the ultimate consumer for use in the home. The running of the Restricted Period shall be tolled during any period of time during which Seller is in breach of its obligations under this Section 5(c) , as determined by a final order of a court.

               (ii) Seller agrees that during the Restricted Period, it shall not to use or disclose to any other Person except (x) as necessary under this Agreement, the Transition Services Agreement or the Contract Manufacturing Agreement, or (y) as required by law, regulation, or court order, any trade secrets or confidential matters concerning the Business that are included in the Assets, including any Primary Intellectual Property or any Other Intellectual Property which Seller currently deems to be confidential (whether or not a trade secret under applicable law).

               (iii) Seller acknowledges that the restrictions in this Section 5(c) are reasonable and agrees that in the event of any breach thereof the harm to Buyer and the Business will be irreparable and without adequate remedy at law and therefore that injunctive relief with respect thereto would be appropriate. In the event that a court of competent jurisdiction determines, in an action brought by or on behalf of Buyer, that any of the foregoing provisions are unenforceable as stated, the parties intend that such restrictions be modified to permit the maximum enforceable restriction on Seller’s and its Affiliates’ competition with the Business.

          6. Representations and Warranties of Buyer . Buyer hereby represents and warrants to Seller as follows:

          (a) Authority; No Conflicts .

               (i) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri. Buyer has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings, including approval by Buyer’s board of directors, required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer, and the Ancillary Agreements shall be duly and validly executed and delivered by Buyer. This Agreement and the Ancillary Agreements constitute, or will constitute, as the case may be, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or equity) and except that the remedy of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

               (ii) The execution and delivery by Buyer of this Agreement and the Ancillary Agreements do not, and the consummation by Buyer of the transactions contemplated hereby and thereby and compliance by Buyer with the terms hereof and thereof will not, conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the properties or assets of Buyer under, or require any consent, authorization or approval under any provision of (A) the Articles of Incorporation or By-laws of Buyer, (B) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Buyer is a party or by which any of its properties or assets are bound, or (C) any judgment, order or decree, or any statute, law, ordinance, rule or regulation applicable to Buyer or its property or assets, other than any such consent, authorization or approval required under the HSR Act or listed or described on Schedule 3(a)(iii) .

          (b) Actions and Proceedings, etc . There are no (i) outstanding judgments, orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against Buyer which have or could have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby or (ii) actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending or, to the knowledge of Buyer, threatened against Buyer, which directly relate to the transactions contemplated hereby.

          (c) Availability of Funds; Issuance of Stock . At the Closing, if Buyer elects to pay the Base Purchase Price in cash, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. If Buyer elects to pay the Base Purchase Price with Stock Consideration, the Buyer Preferred Stock comprising the Stock Consideration shall be duly and validly authorized, and not subject to any preemptive or similar rights with respect to its issuance, and when issued and delivered pursuant to this Agreement, shall be validly issued, fully paid and non-assessable.

          (d) Common Stock Outstanding . Buyer’s Articles of Incorporation authorize the issuance of up to Three Hundred Million (300,000,000) shares of common stock and Ten Million (10,000,000) shares of preferred stock, par value $.01 per share. As of May 4, 2009, there are 58,359,170, shares of Buyer common stock issued and outstanding and no shares of preferred stock have been issued. All presently outstanding shares of Buyer common stock have been validly issued, fully paid and are non-assessable. Except as set forth in Buyer’s Financial Statements, there are (i) no options, warrants, calls or agreements for the issuance of Buyer common stock, (ii) no contracts for the authorization or issuance of any other class of securities of Buyer, and (iii) no outstanding securities convertible or exchangeable into shares of Buyer common stock or other equity securities of Buyer.

          (e) Buyer Financial Statements; SEC Filings and Compliance with Laws . The Buyer Financial Statements present fairly, in all material respects, the financial position and results of operations of Buyer, as of the dates thereof, in conformity with GAAP applied on a consistent basis. All required periodic filings have been made by Buyer in compliance with federal securities laws and the regulations of the Securities and Exchange Commission, or by any other applicable law, rule or regulation within the past three (3) years, have been made and, as of their respective filing dates, such filings did not contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent information contained in any such filing has been revised or superseded by a document filed at a later date, no filing with the Securities and Exchange Commission, nor the Buyer Financial Statements, currently contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. During such three (3) year period, Buyer has complied in all material respects with applicable federal, state and local laws, rules and regulations, both as to form and substance.

          (f) Shareholder Vote . No vote or other action by the stockholders of Buyer is required by law, Buyer’s articles of incorporation and bylaws, or the rules or regulations of any stock exchange on which the Buyer common stock is listed or quoted in order for Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

          7. Covenants of Buyer . Buyer covenants as follows:

          (a) Confidentiality . Buyer acknowledges that all information provided to any of it and its Affiliates, agents and representatives by Seller and its Affiliates, predecessors, agents and representatives is subject to the terms of a confidentiality agreement between Seller and Buyer or one of its Affiliates or other beneficial owners (the “ Confidentiality Agreement ”), the terms of which are hereby incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate only with respect to information provided to Buyer or its Affiliates, agents or representatives that relates exclusively to the Business, the Assets and the Assumed Liabilities. The Confidentiality Agreement will remain in full force and effect with respect to any and all information provided or made available to Buyer and its Affiliates, agents and representatives by or on behalf of Seller concerning Seller and its Affiliates (other than information relating exclusively to the Business, the Assets and the Assumed Liabilities).

          (b) No Additional Representations .

               (i) Buyer acknowledges that neither Seller nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Assets, the Assumed Liabilities or the Business, except as expressly set forth in Section 4 , including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets and that, except for the express representations and warranties of Seller contained in Section 4 , Buyer takes the Assets on an “as is” and “where is” basis, and Buyer further agrees that neither Seller nor any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, including the Confidential Information Memorandum prepared by Goldman, Sachs & Co. (the “ Information Memorandum ”) and any information, document, or material made available to Buyer in any “data rooms,” management presentations or supplemental due diligence information provided to Buyer, in connection with discussions or access to management of the Business or in any other form in expectation of the transactions contemplated by this Agreement except as specifically provided in Section 11 .

               (ii) In connection with Buyer’s investigation of the Business, Buyer has received certain projections, including projected statements of revenue, gross profit and product contribution of the Business for the fiscal year ending in June 2009 and certain other business information for such fiscal year and succeeding fiscal years. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates and projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer shall have no claim against Seller with respect thereto. Accordingly, Seller makes no representation or warranty with respect to such estimates and projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates and projections and forecasts). In addition, Seller makes no representation or warranty with respect to information relating to historical operating profit set forth in the Information Memorandum, in any “data room” or management presentation, in any supplemental due diligence information provided to Buyer, in connection with discussions or access to management of the Business, or otherwise except as specifically provided in Section 11 , and Buyer acknowledges and agrees that it is not relying on any of the information referred to in this Section in any manner whatsoever.

          (c) Customer Notification; UPC Codes . Buyer shall (i) within thirty (30) days following the Closing, send all customers of the Business, detailed in the Commercial Information, a written notice (as approved by Seller) of the consummation of the transactions contemplated hereby, unless otherwise provided in the Transition Services Agreement, and request that all such customers change their respective billing and invoicing codes as appropriate to reflect the change in ownership of the Business and (ii) within three (3) years following the Closing, change all universal product codes or similar bar codes (“ UPC Codes ”) relating to the Products. Buyer agrees to promptly reimburse Seller for all Losses that Seller may incur due to Buyer’s use of the Seller’s UPC Codes after the Closing.

          (d) Employees . Buyer acknowledges that the employees of the Seller and the Seller Entities are a key component to the success of the Seller and the Seller Entities and that the preservation of the employee base of the Seller and the Seller Entities is critical to, among other things, the prospects of the Seller. Consequently, Buyer agrees that, for a period of eighteen (18) months from the date of the Confidentiality Agreement, neither Buyer nor any of its Affiliates shall solicit to leave employment, hire or otherwise engage (except as permitted by the Transition Services Agreement) any individual who participated in the Business, either on a full-time or part-time basis, or any individual with whom Buyer or its representatives had contact during the due diligence and negotiation relating to the Acquisition, at any time between the date of the Confidentiality Agreement and the Closing Date, or in any way interfere with the employment relationship between the Seller and any such individual; provided , however , that (i) Seller agrees to negotiate in good faith with Buyer to determine whether to permit Buyer to solicit for employment any such dedicated Business employees that Buyer identifies in writing to Seller prior to the Closing as critical to its ongoing operation of the Business following the Closing to the extent that such employee remains employed by Seller; (ii) the above restrictions on solicitation and hiring shall not apply to any individual that has, without any solicitation or encouragement by Buyer, terminated his or her employment with Seller or a Seller Entity, and (iii) generalized advertisement of employment opportunities including in trade or industry publications (if not focused specifically on or directed in any way any such individual) shall not be deemed to cause a breach of the non-solicitation restrictions set forth herein.

          8. Mutual Covenants . Seller and Buyer covenant and agree as follows:

          (a) Consents .

               (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer or assign, directly or indirectly, any asset or any claim or right or any benefit arising under or resulting from such asset if an attempted direct or indirect assignment thereof, without the consent, approval or authorization (“ Consent ”) of a third party, would constitute a breach, default, violation or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, claim or right, or would in any way adversely affect the rights of Seller or any of the Seller Entities or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Seller or any of the Seller Affiliates to Buyer, or any direct or indirect acquisition or assumption by Buyer of, any interest in, or Liability under, any asset, claim or right requires the Consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent being obtained. At Buyer’s written request prior to the Closing, Seller shall cooperate with Buyer for up to one hundred eighty (180) days after the Closing in any reasonable manner (not including the payment of any consideration or the concession of any right) in connection with Buyer’s obtaining any such Consents.

               (ii) If any such Consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and then the legal interest in such Assets requiring such Consent shall not be sold, assigned, transferred or conveyed unless and until such Consent or waiver thereof is obtained. For one hundred eighty (180) days after the Closing, Seller shall use its commercially reasonable efforts (not including the payment of any consideration or concession of any right) to secure such Consent as promptly as practicable

after the Closing and Seller shall provide or cause to be provided all commercially reasonable assistance to Buyer (not including the payment of any consideration or concession of any right) reasonably requested by Buyer to secure such Consent. Pending receipt of any such Consent, Seller shall hold any such non-assigned asset, claim or right for the benefit and at the risk of Buyer and shall cooperate with Buyer, without the payment of any additional consideration by Buyer, in any lawful and commercially reasonable arrangement reasonably proposed by Buyer designed to provide the benefits of ownership thereof to Buyer and under which (i) Buyer shall obtain (without infringing upon the legal rights of such third party or violating any applicable law) the economic claims, rights and benefits under the asset, claim or right with respect to which the Consent has not been obtained in accordance with this Agreement and (ii) Buyer shall assume any related economic burden (including the amount of any related tax costs imposed on Seller, any of the Seller Entities or any of their respective Affiliates) with respect to the asset, claim or right with respect to which the Consent has not been obtained in accordance with this Agreement.

               (iii) Buyer acknowledges that the contracts and arrangements that are listed or described on Schedule 8(a)(iii) attached hereto shall not constitute Assets and shall not be assigned by Seller or the applicable Seller Entity to Buyer (such contracts and arrangements being referred to herein as the “ Shared Contracts ”). With respect to a Shared Contract, at Buyer’s written request prior to the Closing and for up to one hundred eighty (180) days after the Closing Date, Seller shall cooperate (without the payment of any consideration or concession of any right) with Buyer in a commercially reasonable manner in connection with Buyer’s efforts to obtain the agreement of the other party or parties to any such Shared Contract to enter into a separate agreement with Buyer with respect to the matters covered by such Shared Contract as they relate to the Business. Buyer agrees that neither Seller nor any Seller Entity shall have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any such separate agreement or the breach of any separate agreement between any third party and Buyer.

          (b) Cooperation .

               (i) Buyer and Seller shall cooperate as reasonably requested for a period of one hundred eighty (180) days after the Closing (or for such longer period to the extent required by the Transition Services Agreement) to provide for an orderly transition of the Assets and the Assumed Liabilities to Buyer and to minimize the disruption to the respective businesses of the parties hereto resulting from the transactions contemplated hereby. Except as otherwise provided in Section 8(a) , each party shall bear its own out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 8(b)(i) . No party shall be required by this Section 8(b)(i) to take any action that would unreasonably interfere with the conduct of its business.

               (ii) Buyer and Seller agree and acknowledge that Seller is entitled to any and all proceeds from accounts receivable relating to the Business that were outstanding as of the Closing Date and Buyer is entitled to any and all proceeds from accounts receivable relating to the Business that arise on or after the Closing Date. Each party agrees to forward to the other any accounts receivable received by such party but to which such receiving party is not entitled in accordance with the first sentence of this Section 8(b)(ii) together with appropriate supporting documentation.

               (iii) Buyer and Seller will cooperate with each other in the defense or settlement of any lawsuits involving the Business for which they have responsibility under this Agreement by providing the other party and such other party’s legal counsel and other designated Persons, reasonable access to employees, records, documents, data, equipment, facilities, products, parts, prototypes and other information regarding the Business as such other party may reasonably request, to the extent maintained or under the possession or control of the requested party. The requesting party shall reimburse the other party for its reasonable out-of-pocket expenses paid to third parties in performing its obligations under this Section 8(b)(iii) .

               (iv) Seller acknowledges Buyer’s desire to develop, within forty-five (45) days following the Closing Date, pro forma financial statements of the Business as of and for the year ended September 30, 2008, and as of and for the six (6) months ended March 31, 2009, which shall be prepared in accordance with GAAP. To that end, Seller agrees to cooperate with Buyer and to use commercially reasonable efforts to provide, or to cause to be provided by its Affiliates or its independent auditor such financial information with respect to the Business as Buyer may reasonably request in order to prepare such pro forma financial statements. Seller also agrees to provide Buyer reasonable access during normal business hours to its personnel, to assist Buyer, as Buyer may reasonably require or request, in the preparation of such financial statements. Buyer and its independent auditor shall also be permitted to review the supporting work papers for the information provided to the extent such information is exclusively related to the Business. Buyer agrees to promptly reimburse Seller for all expenses associated with providing such information and assistance to it. Buyer agrees and acknowledges that Seller makes and will make no representation or warranty with respect to such information and that Seller will not have any liability to Buyer or any other Person resulting from Buyer’s use of such information.

          (c) Publicity . Seller and Buyer shall cooperate to prepare a joint press release to be issued on the Closing Date and, upon the request of either Seller or Buyer, at the time of the signing of this Agreement. Seller and Buyer agree that, from the date hereof through the Closing Date, no public release or announcement concerning the transactions contemplated hereby shall be issued or made by any party without the prior consent of the other party (which consent shall not be unreasonably withheld), except as such release or announcement may be required by law or the rules or regulations of any United States or foreign securities exchange, in which case the party required to make the release or announcement shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance. Seller and Buyer shall also coordinate announcements to employees of Seller and/or the Seller Entities and of Buyer upon signing of this Agreement. Seller and Buyer agree to keep the terms of this Agreement confidential, except to the extent required by applicable law or for financial reporting purposes and except that the parties may disclose such terms to their respective accountants and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons are bound to an obligation requiring them to keep the terms of this Agreement confidential); provided , however , that any party may make a public disclosure it believes in good faith after consultation with legal counsel is required by law or the rules or regulations of any stock exchange on which the Buyer Common Stock is listed or quoted, in which case the party required to make the release or announcement shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance.

          (d) Commercially Reasonable Efforts; Notification of Certain Matters . On the terms and subject to the conditions of this Agreement, each of Seller and Buyer shall use its commercially reasonable efforts to cause the Closing to occur, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing. Each of Seller and Buyer shall not, and shall not permit any of their respective Affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the conditions set forth in Section 3 not being satisfied. Seller shall give prompt notice to Buyer and Buyer shall give prompt notice to Seller of (i) the occurrence of any event of which such notifying party has knowledge which would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at the Effective Time; and (ii) any material failure of Buyer (on the one hand) or Seller (on the other hand), as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 8(d) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

          (e) Compliance . Each of Seller and Buyer shall as promptly as practicable, but in no event later than five (5) business days following the execution and delivery of this Agreement, (i) file or cause to be filed with the United States Federal Trade Commission (the “ FTC ”) and the United States Department of Justice (the “ DOJ ”) the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) make such other filings as are necessary in other jurisdictions in order to comply with all applicable laws relating to competition and shall promptly provide any supplemental information requested by applicable governmental entities relating thereto. Buyer and Seller shall bear the costs and expenses of their respective filings; provided that that Buyer shall pay all filing fees in connection therewith. Each of Seller and Buyer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or such other applicable law. Each of Seller and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable governmental entity and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or such other applicable law. Each party shall use its commercially reasonable efforts to obtain any clearance required under the HSR Act or such other applicable law for the consummation of the transactions contemplated by this Agreement. Buyer shall take any and all actions necessary to ensure that (x) no requirement of or waiver, consent or approval of the FTC, the DOJ, any State Attorney General or other governmental entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding and (z) no other matter relating to any antitrust or competition law or regulation, would preclude consummation of the transactions contemplated by this Agreement by the Outside Date.

          (f) Sales and Transfer Taxes, etc .

               (i) All sales, use, gross receipts, excise, value-added, business, goods and services, transfer, recording, documentary, registration, duties, conveyancing taxes or similar taxes or expenses that may be imposed as a result of the sale and transfer of the Assets

(excluding any filing or recording fees or expenses payable in connection with the sale and transfer, and recordation of such transfer, of the Primary Intellectual Property and the Other Intellectual Property, which is governed by Section 2(a)(ii) ), including and any duty or other tax chargeable in respect of any instrument transferring property, together with any and all penalties, interest and additions to tax with respect thereto shall be paid 50% by Seller and 50% by Buyer, and Seller and Buyer shall cooperate and submit all filings, returns, reports and forms as may be required to comply with the provisions of such tax laws. Buyer and Seller shall also cooperate in providing each other with appropriate resale exemption certifications and other similar tax and fee documentation.

               (ii) With respect to registrations and applications for registration of the Primary Intellectual Property and the Other Intellectual Property included in the Assets, Buyer shall prepare, and Seller shall deliver at Closing or, upon the written request of Buyer within two (2) years after the Closing, customary assignments of such registrations and applications for registration in a form appropriate for recordation with the United States Patent and Trademark Office and corresponding governmental agencies or authorities responsible for intellectual property registrations in other appropriate jurisdictions, it being understood that the responsibility for and cost of preparing and legalizing any such documents shall be borne by Buyer, and the responsibility for and cost for governmental recordation fees shall be borne equally by Buyer and Seller, provided that Seller shall not be liable for any amount in excess of $100,000 nor shall Seller be liable for any counsel or service provider fees.

          (g) Transition Matters .

               (i) On or as soon as reasonably practicable following the Closing Date, Seller shall use its commercially reasonable efforts to deliver or cause to be delivered to Buyer copies of the Promotional Materials and the Commercial Information, in each case to the extent that such Promotional Materials and Commercial Information are in the possession of the Seller Entities or Seller. Except as otherwise provided in the Ancillary Agreements or this Agreement, following the Closing, Seller shall recognize Buyer’s title to the Primary Trademarks and the trademarks included in the Other Intellectual Property, and shall not use such trademarks in its or any of its Affiliates’ corporate name, business name, internet domain name, electronic mail addresses, as metatags, or in any other manner whatsoever. Seller will not seek to register such trademarks in its name nor authorize the use of any configuration, trademark, trade names or other designation confusingly similar to any of such trademarks. Notwithstanding the above, however, Buyer agrees that Seller and the Seller Entities may use any Promotional Materials that refer to or relate to the Business but that do not relate exclusively to the Business (the “ SCJ Materials ”), for up to one (1) year following the Closing Date.

               (ii) After the Closing, Buyer shall not use any Excluded Marks for any purpose. Notwithstanding the foregoing, Buyer shall be permitted, solely for a period of one hundred eighty (180) days following the Closing Date, (A) to use in commerce or publicly display the Promotional Materials that bear Excluded Marks, and (B) to use the existing packaging materials and labels included in the Transferred Inventory that bear the Excluded Marks, in each case exclusively in connection with the distribution, marketing and sale of finished Products included in the Transferred Inventory in a manner consistent with Seller’s practices prior to the Closing. Buyer shall destroy all Promotional Materials, packaging

materials and labels bearing the Excluded Marks on or prior to the expiration of such period. Within one hundred eighty (180) days following the Closing Date, Buyer shall remove all Excluded Marks from all properties and assets included in the Assets.

               (iii) Buyer and Seller agree that Seller may maintain copies of any books and records and other financial data (collectively, the “ Records ”) that are included in the Assets and that are delivered to Buyer hereunder. Each party shall give the other party and its representatives reasonable cooperation and access, during normal business hours and upon reasonable notice, with respect to the Records as may be necessary for general business purposes, including the preparation of tax returns and financial statements and the management and handling of tax audits.

          (h) Ancillary Agreements . At the Closing, Buyer and Seller shall execute and deliver: (i) a Long Term Contract Manufacturing Agreement, in the form attached hereto as Exhibit C , (ii) a Transition Services Agreement, in the form attached hereto as Exhibit D , (iii) a Seller-to-Buyer License Agreement, in the form attached hereto as Exhibit E , and (iv) if the Base Purchase Price is paid in Stock Consideration, at Buyer’s option, a registration agreement with respect to the Buyer Preferred Stock in a form to be reasonably agreed upon by Buyer and Seller (collectively, the “ Ancillary Agreements ”).

          9. Termination .

          (a) General . Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date:

               (i) by the mutual written consent of Seller and Buyer;

               (ii) by Seller if any of the conditions set forth in Section 3(b) shall have become incapable of fulfillment, and shall not have been waived by Seller;

               (iii) by Buyer if any of the conditions set forth in Section 3(a) shall have become incapable of fulfillment, and shall not have been waived by Buyer; or

               (iv) by Seller or Buyer if the Closing does not occur on or prior to September 30, 2009 (the “ Outside Date ”); provided , however , that a party may seek termination pursuant to clause (ii), (iii) or (iv) above only if such party is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

          (b) Obligations Upon Termination . In the event of termination by Seller or Buyer pursuant to this Section 9 , written notice thereof shall forthwith be given to the other party and the transactions contemplated by this Agreement shall be terminated, without further action by any party. If the transactions contemplated by this Agreement are terminated as provided herein:

               (i) Buyer shall promptly return all documents and copies and other materials received from or on behalf of Seller relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to Seller; and

               (ii) all confidential information received by Buyer with respect to the Assets, the Assumed Liabilities and the Business shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

          (c) Effect of Termination . If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 9 , this Agreement shall become void and of no further force and effect, except for the provisions of (i) Section 7(a) relating to the obligation of Buyer to keep confidential certain information and data obtained by it, (ii) Section 8(c) relating to publicity, (iii) Section 15 relating to certain expenses, (iv) Section 16 relating to finder’s fees and broker’s fees and (v) this Section 9 . Nothing in this Section 9 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by another party of its obligations under this Agreement.

          10. Survival of Representations . The representations and warranties in this Agreement and in any other document delivered in connection herewith shall survive the Closing solely for purposes of Section 11(a) and Section 11(c) and shall terminate at the close of business on the date that is eighteen (18) months after the Closing Date; provided , however , that (i) the representations and warranties provided in Section 4(a) and 6(a) with respect to the authority to enter into this Agreement and the Ancillary Agreements shall survive the Closing solely for purposes of Section 11(a) and Section 11(c) and shall not terminate earlier than required by the applicable statute of limitations, (ii) the representations and warranties provided in Section 4(d) (Intellectual Property) shall survive the Closing solely for purposes of Section 11(a) and Section 11(c) and shall terminate at the close of business on the third (3 ^rd ) anniversary of the Closing Date, and (iii) the representations and warranties provided in the first sentence of Section 4(c) (Title to Tangible Assets) shall survive the Closing solely for purposes of Section 11(a) and Section 11(c) and shall not terminate.

          11. Indemnification .

          (a) Indemnification by Seller . Seller shall indemnify Buyer, its Affiliates and each of their respective officers, directors, employees and agents and hold them harmless from any Liability, damage or expense (including reasonable legal fees and expenses) or Claims with respect thereto (“ Losses ”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in this Agreement and the other agreements contemplated hereby which survives the Closing, (ii) any breach of any covenant of Seller contained in this Agreement and the other agreements contemplated hereby requiring performance after the Closing Date and (iii) any Excluded Liability. Notwithstanding the foregoing: (A) Seller shall not have any liability under clause (i) above for breaches of representations and warranties unless the aggregate of all Losses relating thereto for which Seller would, but for this limitation, be liable exceeds on a cumulative basis an amount equal to four million five hundred thousand dollars ($4,500,000) (and then the Seller shall be liable for the full extent of such Indemnified Losses, including the aforementioned four million five hundred thousand dollars ($4,500,000)); (B) Seller shall not have any liability under clause (i) above for any individual item where the Loss relating to such item is less than $25,000, and such items resulting in an individual Loss of less than $25,000 shall not be aggregated for

purposes of the first limitation in this Section 11(a) ; (C) Seller’s aggregate liability under clause (i) of this Section 11(a) shall in no event exceed twenty percent (20%) of the Final Purchase Price; and (D) Seller’s aggregate liability under this Section 11(a) shall in no event exceed the Final Purchase Price; provided that Claims for Losses arising from a breach of the representations and warranties set forth in the first sentence of Section 4(c) with respect to title to the Assets shall not be subject to the limitations set forth in clause (A) or (C) of this Section 11(a) and Claims for Losses arising from any Excluded Liability shall not be subject to any of the limitations set forth in this Section 11(a) .

          (b) Exclusive Remedy . Except as otherwise expressly provided in Sections 8(f) (Sales and Transfer Taxes, etc.), 16 (Brokerage), 25 (Bulk Transfer Laws) and 26 (Specific Performance) or in the Ancillary Agreements, Buyer acknowledges and agrees that, except to the extent arising from fraud on the part of Seller or any Seller Entity from and after the Closing, Buyer’s sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement and the other agreements contemplated hereby shall be pursuant to the indemnification provisions set forth in this Section 11 . In furtherance of the foregoing, Buyer hereby waives, from and after the Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action (other than tort claims of, or causes of action arising from, fraud) it may have against Seller or any Seller Entity relating to the subject matter of this Agreement and the other agreements contemplated hereby arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise.

          (c) Indemnification by Buyer . Buyer shall indemnify each of Seller, the Seller Entities, their respective Affiliates, officers, directors, employees and agents against and hold them harmless from any Losses suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Buyer or any Affiliate of Buyer contained in this Agreement or the other agreements contemplated hereby which survives the Closing, (ii) any breach of any covenant of Buyer or any Affiliate of Buyer contained in this Agreement or the other agreements contemplated hereby requiring performance after the Closing Date, (iii) any failure of Buyer to pay, discharge or perform any of the Assumed Liabilities, (iv) any guarantee or obligation to assure performance given or made by Seller, any Seller Entity or any of their respective Affiliates with respect to any of the Assumed Liabilities, and (v) except as otherwise expressly provided in the Ancillary Agreements, any and all Liabilities, actions, suits, claims and other proceedings which arise directly or indirectly out of the operation of the Business or use of the Assets after the Closing, including those arising pursuant to Buyer’s exercise of the rights granted in Sections 8(g) of this Agreement. Notwithstanding the foregoing: (A) Buyer shall not have any liability under clause (i) above for breaches of representations and warranties unless the aggregate of all Losses relating thereto for which Buyer would, but for this limitation, be liable exceeds on a cumulative basis an amount equal to four million five hundred thousand dollars ($4,500,000) (and then the Buyer shall be liable for the full extent of such Indemnified Losses, including the aforementioned four million five hundred thousand dollars ($4,500,000)); (B) Buyer shall not have any liability under clause (i) above for any individual item where the Loss relating to such item is less than $25,000, and such items shall not be aggregated for purposes of the first limitation in this Section 11(c) ; (C) Buyer’s aggregate liability under clause (i) of this Section 11(c) shall in no event exceed twenty percent (20%) of the Final Purchase Price; and (D) Buyer’s aggregate liability under this Section 11(c) shall in no

event exceed the Final Purchase Price; provided that Claims for Losses arising from any Assumed Liability shall not be subject to any of the limitations set forth in this Section 11(c) .

          (d) Calculation of Losses . The amount of any and all Losses under this Section 11 shall be determined net of any recoveries from third parties pursuant to indemnification (or otherwise) with respect thereto, net of any expenses incurred by the indemnified party in obtaining such third party payment. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. Any indemnity payment under this Agreement shall be treated as an adjustment to the Final Purchase Price for tax purposes.

          (e) Termination of Indemnification . The obligations to indemnify and hold harmless a party hereto pursuant to Sections 11(a)(i) , 11(a)(ii) , 11(c)(i) and 11(c)(ii) shall terminate when any such representation or warranty terminates pursuant to Section 10 or, in the case of a covenant, three (3) months after the period of performance of any such covenant has expired; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified or the related party thereto shall have, prior to the expiration of the applicable period, previously made a claim by delivering a written notice (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made) to the indemnifying party. The obligation to indemnify and hold harmless a party hereto pursuant to the other clauses of Sections 11(a) and 11(c) shall not terminate.

          (f) Procedures Relating to Indemnification .

               (i) In order for a party (the “ indemnified party ”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the indemnified party (a “ Third Party Claim ”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such indemnified party of notice of the Third Party Claim; provided , however , that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party, within twenty-five (25) days after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

               (ii) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its indemnification responsibility hereunder, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the indemnifying party shall continue to be entitled to assert any limitation on its indemnification responsibility contained in the limitations set forth in Section 11(a) or Section 11(c) , as the case may be. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses

subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld).

          12. Further Assurances . From time to time, as and when requested by any party hereto, the other party hereto shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further actions (subject to the limitations set forth in Section 8(a) and Section 8(b) ), as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this agreement.

          13. Assignment . Except as set forth below, this Agreement and any rights and obligations hereunder shall not be assignable or transferable by Buyer or Seller (including by operation of law in connection with a merger or sale of stock, or sale of substantially all the assets, of Buyer or Seller) without the prior written consent of the other party and any purported assignment without such consent shall be void and without effect. Buyer may designate in a writing provided to Seller prior to the Closing one or more directly or indirectly wholly owned U.S. subsidiaries to take title to the Assets, assume the Assumed Liabilities and perform other obligations under this Agreement (other than the obligations relating to the issuance of Buyer Preferred Stock, if the Base Purchase Price is paid in Stock Consideration) and the Ancillary Agreements, and upon such designation, for such purposes, the term “ Buyer ” shall mean such designated subsidiary or subsidiaries; provided , that Energizer Holdings, Inc. will remain obligated to perform (and shall not be released from) all of its obligations hereunder.

          14. No Third-Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein express or implied (including Section 7(d) and Section 11 ) shall give or be construed to give to any Person, other than the parties hereto and such permitted assigns, any legal or equitable rights hereunder.

          15. Expenses . Whether or not the transactions contemplated hereby are consummated, and except as otherwise specifically provided in Section 8(e) , Section 8(f) or elsewhere in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses.

          16. Brokerage . Buyer has not used a broker or finder in connection with the transactions contemplated by this Agreement, and there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement by or on behalf of Buyer, except pursuant to an arrangement with Deutsche Bank Securities Inc. for which Buyer is solely responsible. Seller has not retained any broker or finder or incurred any Liability for any brokerage fees, commissions or finder’s fees with respect to this Agreement or the transactions contemplated hereby, except pursuant to an arrangement with Goldman, Sachs & Co., for which Seller is solely responsible. Notwithstanding anything to the contrary in Section 9 , Buyer shall indemnify and hold Seller harmless for any breach of its representation in this Section 16 , and Seller shall indemnify and hold Buyer harmless for any breach of its representation in this Section 16 .

          17. Amendment and Waiver . This Agreement may be amended, or any provision of this Agreement may be waived; provided that any such amendment or waiver shall be binding upon a party only if set forth in a writing executed by such party and referring specifically to the provision alleged to have been amended or waived. No course of dealing between or among any Persons having any interest in this Agreement shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Person under or by reason of this Agreement.

          18. Notices . All notices, requests, demands and other communications permitted or required to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed conclusively to have been given (i) when personally delivered, (ii) when sent by facsimile (with hard copy to follow) during a business day (or on the next business day if sent after the close of normal business hours or on any non-business day), (iii) when sent by electronic mail (with hard copy to follow) during a business day (or on the next business day if sent after the close of normal business hours or on any non-business day), (iv) one (1) business day after being sent by reputable overnight express courier (charges prepaid), or (v) three (3) business days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, requests, demands and communications to the parties shall be sent to the addresses indicated below:

(i) if to Buyer,

Energizer Holdings, Inc.
533 Maryville University Drive
St. Louis, Missouri 63141
Attention: Gayle G. Stratmann, Esq.
Facsimile: (314) 985-2223
E-mail: gayleg.stratmann@energizer.com

(ii) if to Seller,

S.C. Johnson & Son, Inc.
1525 Howe Street

Racine, Wisconsin 53403-2236
Attention: Gary R. Akavickas, Esq.
Facsimile: (262) 260-4253
E-mail: grakavic@scj.com

with a copy to :

Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
Attention: Michael G. Timmers, P.C.
Facsimile: (312) 862-2200
E-mail: mtimmers@kirkland.com

          19. Interpretation . The headings and captions contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule or Exhibit and not otherwise defined therein shall have the meanings set forth in this Agreement. The use of the word “including” herein shall mean “including without limitation.”

          20. No Strict Construction . Notwithstanding the fact that this Agreement has been drafted or prepared by one of the parties, both Buyer and Seller confirm that both they and their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person.

          21. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid and effective under applicable law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

          22. Counterparts; Electronic Delivery . This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an “ Electronic Del