ACQUISITION AGREEMENT

Asset Purchase Agreement

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CLEAN HARBORS CANADA, INC | CLEAN HARBORS, INC | EVEREADY INC

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Title: ACQUISITION AGREEMENT
Date: 4/30/2009
Industry: Waste Management Services Law Firm: Davis Malm Sector: Services

Exhibit 2.6

ACQUISITION AGREEMENT

dated as of April 29, 2009,

among

CLEAN HARBORS, INC. ,
a corporation incorporated
under the laws of Massachusetts (“ Parent ”),

CLEAN HARBORS CANADA, INC.,
a corporation incorporated
under the laws of New Brunswick (“ Purchaser ”),

and

EVEREADY INC .,
a corporation incorporated
under the laws of Alberta (“ Eveready ”)

TABLE OF CONTENTS

ARTICLE I. INTERPRETATION		1

Section 1.1.	Definitions	1
Section 1.2.	Interpretation Not Affected by Headings	12
Section 1.3.	Interpretation	12
Section 1.4.	Date for Any Action	12
Section 1.5.	Statutory References	12
Section 1.6.	Currency	12
Section 1.7.	Accounting Principles	12
Section 1.8.	Knowledge	12
Section 1.9.	Schedules	13

ARTICLE II. THE ACQUISITION		13

Section 2.1.	Arrangement	13
Section 2.2.	Implementation Steps by Eveready	13
Section 2.3.	Interim Order	14
Section 2.4.	Closing; Potential Asset Purchase; Articles of Arrangement	14
Section 2.5.	Circular	18
Section 2.6.	Preparation of Filings	18
Section 2.7.	Court Proceedings	20
Section 2.8.	Public Communications	20

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF EVEREADY		21

Section 3.1.	Representations and Warranties	21
Section 3.2.	Survival of Representations and Warranties	35

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PARENT		36

Section 4.1.	Representations and Warranties of Parent	36
Section 4.2.	Survival of Representations and Warranties	45

ARTICLE V. COVENANTS OF THE PARTIES		45

Section 5.1.	Covenants of Eveready Regarding the Conduct of Business	45
Section 5.2.	Pre-Acquisition Transactions	49
Section 5.3.	Covenants of Eveready Regarding the Arrangement	50
Section 5.4.	Covenants of Parent	51
Section 5.5.	Mutual Covenants	53

ARTICLE VI. CONDITIONS		54

Section 6.1.	Mutual Conditions Precedent	54
Section 6.2.	Additional Conditions Precedent to the Obligations of Parent and Purchaser	54
Section 6.3.	Additional Conditions Precedent to the Obligations of Eveready	56

ARTICLE VII. ADDITIONAL AGREEMENTS		57

Section 7.1.	Notice Provisions	57
Section 7.2.	Non-Solicitation	57
Section 7.3.	Right to Match	60
Section 7.4.	Agreement as to Damages	61
Section 7.5.	Fees and Expenses	62
Section 7.6.	Liquidated Damages, Injunctive Relief and No Liability of Others	62
Section 7.7.	Access to Information; Confidentiality	63
Section 7.8.	Insurance and Indemnification	64
Section 7.9.	Exchange De-Listing	64
Section 7.10.	Tax Matters	65
Section 7.11.	Resignations	65

ARTICLE VIII. TERM, TERMINATION, AMENDMENT AND WAIVER		65

Section 8.1.	Term	65
Section 8.2.	Termination	65
Section 8.3.	Amendment	67
Section 8.4.	Waiver	67

ARTICLE IX. GENERAL PROVISIONS		68

Section 9.1.	Notices	68
Section 9.2.	Governing Law; Waiver of Jury Trial	69
Section 9.3.	Injunctive Relief	69
Section 9.4.	Time of Essence	69
Section 9.5.	Entire Agreement, Binding Effect and Assignment	69
Section 9.6.	Severability	70
Section 9.7.	No Third Party Beneficiaries	70
Section 9.8.	Rules of Construction	70
Section 9.9.	Counterparts, Execution	70


SCHEDULE A	Plan of Arrangement
SCHEDULE B	Special Resolution of the Eveready Shareholders
SCHEDULE C	Regulatory Approvals

ACQUISITION AGREEMENT

ACQUISITION AGREEMENT dated as of April 29, 2009, among CLEAN HARBORS, INC. , a corporation incorporated under the laws of Massachusetts, United States (“ Parent ”), CLEAN HARBORS CANADA, INC. , a corporation incorporated under the laws of New Brunswick, Canada (“ Purchaser ”), and EVEREADY INC ., a corporation incorporated under the laws of Alberta, Canada (“ Eveready ”).

WHEREAS , (i) the board of directors of Parent has deemed it advisable and in the best interests of its shareholders and (ii) the board of directors of Eveready has deemed it fair to the shareholders of Eveready and in the best interests of Eveready, upon the terms and subject to the conditions set forth herein, for Purchaser to acquire all of the outstanding common shares of Eveready pursuant to the plan of arrangement provided for herein (the “ Plan of Arrangement ”); and

WHEREAS , in furtherance of such acquisition, the board of directors of each of Parent, Purchaser and Eveready has approved the transactions contemplated by this Agreement, and Eveready has agreed upon the terms and subject to the conditions set forth herein to (i) submit a special resolution, substantially in the form of Schedule B hereto (the “ Arrangement Resolution ”), to the holders of Eveready common shares for approval, and (ii) submit the Plan of Arrangement to the Court of Queen’s Bench of Alberta for approval;

NOW THEREFORE , in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

INTERPRETATION

Section 1.1. Definitions

In this Agreement, unless something in the subject matter or the context is inconsistent therewith:

“ ABCA ” means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, together with any amendments thereto and all of the regulations thereunder.

“ Acquisition Proposal ” means any (i) proposal or offer (written or oral) relating to any merger, consolidation, amalgamation, take-over bid, tender offer, exchange offer, arrangement, recapitalization, liquidation, dissolution, share exchange, sale of assets representing 20% or more of the net income, revenues or assets of Eveready and its Subsidiaries, taken as a whole (or any license, lease, long-term supply agreement or other arrangement having the same economic effect as a sale of assets representing 20% or more of the net income, revenues or assets of Eveready and its Subsidiaries, taken as a whole), (ii) purchase or sale of shares or other securities of Eveready or any of its Subsidiaries or rights or interests therein or thereto representing 20% or more of the voting securities of Eveready (in terms of number of shares or voting power) in a single transaction or series of transactions, (iii) sale of any of its Subsidiaries representing 20% or more of the net income, revenues or assets of Eveready and its Subsidiaries, taken as a whole,

(iv) similar transactions involving Eveready and/or any of its Subsidiaries, excluding the Arrangement and the transactions contemplated by this Agreement or any transaction to which Parent, Purchaser or an Affiliate of Parent or Purchaser is a party, (v) other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Arrangement, or (vi) proposal or offer to, or public announcement of an intention to, do any of the foregoing from any Person other than Parent, Purchaser or an Affiliate of Parent or Purchaser.

“ Affiliate ” has the meaning ascribed thereto in the Securities Act.

“ Agreement ” means this Acquisition Agreement as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ Arrangement ” means the arrangement of Eveready under Section 193 of the ABCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.3 hereof or Article 4 of the Plan of Arrangement or made at the direction of the Court in the Final Order.

“ Arrangement Resolution ” means the special resolution of the Eveready Shareholders approving the Plan of Arrangement to be considered at the Eveready Meeting, to be substantially in the form and content as set out on Schedule B.

“ Articles of Arrangement ” means the articles of arrangement of Eveready in respect of the Arrangement, required by the ABCA to be sent to the Registrar after the Final Order is made.

“ Board” and “Board of Directors ” means the board of directors of Eveready.

“ Business Day ” means any day, other than a Saturday, a Sunday or a statutory holiday in Calgary, Alberta, Canada, or Boston, Massachusetts, United States.

“Canadian GAAP ” has the meaning ascribed thereto in Section 1.7.

“ Cat Tech Assets ” means all of the outstanding equity interests in Cat Tech Operating Limited Partnership, Cat Tech Canada Ltd., Cat Tech, LLC, Breathing Systems International, Inc. and Safety Watch, LLC, and the respective Subsidiaries of such Persons, together with all of the assets and business now held and conducted by such Persons and their Subsidiaries.

“ Cat Tech Purchase ” has the meaning ascribed thereto in Section 2.4(c)(i).

“ Cat Tech Purchase Price ” has the meaning ascribed thereto in Section 2.4(c)(i).

“ Certificate ” means the certificate or other confirmation of filing to be issued by the Registrar pursuant to subsection 193(11) of the ABCA giving effect to the Arrangement.

“Closing Conditions” has the meaning ascribed thereto in Section 2.4(a).

“ Closing Date ” has the meaning ascribed thereto in Section 2.4(a).

“ commercially reasonable efforts ” means, with respect to any Party, the agreement of such Party to cooperate and to use its reasonable efforts consistent with commercial practice without (a) payment or incurrence of any liability or obligation, other than reasonable expenses, or (b) the requirement to engage in litigation.

“ Competition Act ” means the Competition Act (Canada), as amended from time to time and the rules and regulations promulgated thereunder.

“ Confidentiality Agreement ” means the letter agreement dated January 26, 2009 between Parent and Eveready relating primarily to the provision, subject to the terms and conditions therein specified, of confidential information of Eveready to Parent and of Parent to Eveready.

“ Contract ” means any contract, agreement, option, entitlement, license, franchise, lease, arrangement, commitment (contingent or otherwise), understanding or other right or obligation (written or oral) to which Eveready or any of its Subsidiaries is a party or by which Eveready or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“ Court ” means the Court of Queen’s Bench of Alberta.

“ Disclosure Letter ” means the letter of disclosure dated as of the date of this Agreement and signed by one or more officers of Eveready and delivered to Parent.

“ Effective Time ” has the meaning ascribed thereto in the Plan of Arrangement.

“ Environment ” means the natural environment (including soil, land surface or subsurface strata), surface waters, groundwater, sediment, ambient air (including all layers of the atmosphere), organic and inorganic matter and living organisms, and any other environmental medium or natural resource.

“ Environmental Laws ” means all applicable Laws relating to public health and safety, noise control, pollution or the protection or preservation of the Environment or to the generation, production, installation, use, storage, treatment, transportation, Release or threatened Release or remediation of Hazardous Substances, including civil responsibility for acts or omissions with respect to the Environment, and all Permits issued pursuant to such Laws.

“ Environmental Reports ” has the meaning ascribed thereto in Section 3.1(v)(ii).

“ Eveready ” has the meaning ascribed thereto in the preamble to this Agreement.

“ Eveready Amended and Restated Credit Agreement ” means the amended and restated credit agreement dated December 31, 2008 between Eveready and a syndicate of lenders led by a Canadian affiliate of GE Energy Financial Services, as amended from time to time.

“ Eveready Circular ” means the notice of the Eveready Meeting and accompanying Eveready management information circular, including all schedules, appendices and exhibits

thereto, to be sent to the Eveready Shareholders in connection with the Eveready Meeting, as amended, supplemented or otherwise modified from time to time.

“ Eveready Common Shares ” means the common shares in the capital of Eveready.

“ Eveready Debentures ” means the 7% convertible unsecured subordinated debentures of Eveready in the principal amount of $50,000,000, originally issued by Predecessor and assumed by Eveready pursuant to the Trust Indenture.

“ Eveready Deferred Annual Bonus Share Plan ” means the deferred annual bonus share plan dated December 31, 2008 established by Eveready.

“ Eveready Deferred Shares ” means the outstanding deferred shares granted under the Eveready Deferred Annual Bonus Share Plan.

“ Eveready Environmental Permits ” has the meaning ascribed thereto in Section 3.1(v)(i)(A).

“ Eveready Financial Statements ” has the meaning ascribed thereto in Section 3.1(i).

“ Eveready Interim Financial Statements ” has the meaning ascribed thereto in Section 3.1(i).

“ Eveready Intellectual Property Rights ” has the meaning ascribed thereto in Section 3.1(t).

“ Eveready Management Shareholders ” means Rod Marlin, Bert Holtby, Peter Lacey, Glen Fleming, Marvin Lefebvre, Wally Dumont and Lyle Jeffries.

“Eveready Material Adverse Effect ” means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate with other such changes, effects, events, occurrences, states of facts or developments, is both material and adverse with respect to the financial condition, business, operations, results of operations, properties, assets, liabilities (including contingent liabilities) or capitalization of Eveready and its Subsidiaries taken as a whole, as the case may be; provided, however, that to the extent any effect, event, occurrence, state of facts or development is caused by or results from any of the following, it shall not be taken into account in determining whether there has been (or whether there could reasonably be expected to be) an “Eveready Material Adverse Effect”: (a) conditions affecting the United States or Canadian economy generally, (b) conditions generally affecting the industries in which Eveready and its Subsidiaries conduct their business (and not having a disproportionate adverse effect on Eveready and its Subsidiaries), (c) conditions directly caused by the actions of Parent or Purchaser or resulting from actions taken in accordance with a request or the consent of Parent made after the date hereof, (d) any change in the market price or trading volume of securities or failure by Eveready to meet published securities analyst estimates (but not the underlying causes thereof), and (e) material worsening of market conditions caused by acts of terrorism or war occurring after the date hereof.

“ Eveready Meeting ” means the special meeting of Eveready Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

“ Eveready Option ” means an option to purchase Eveready Common Shares granted under the Eveready Share Option Plan.

“ Eveready Organizational Documents ” has the meaning ascribed thereto in Section 3.1(b).

“ Eveready Plans ” has the meaning ascribed thereto in Section 3.1(r)(i).

“Eveready Reports” has the meaning ascribed thereto in Section 3.1(h).

“ Eveready Shareholders ” means the holders of Eveready Common Shares.

“ Eveready Share Option Plan ” means the stock option plan dated December 31, 2008 established by Eveready.

“ Eveready Public Disclosure Record ” means all documents filed on the System for Electronic Document Analysis and Retrieval (SEDAR) by either Eveready or Predecessor after December 31, 2006 and before the date of this Agreement.

“ Eveready Technology ” has the meaning ascribed thereto in Section 3.1(t).

“ Eveready Termination Fee ” has the meaning ascribed thereto in Section 7.4(a)(i).

“ Eveready Year-End Financial Statements ” has the meaning ascribed thereto in Section 3.1(i).

“ Expense Reimbursement Costs ” means and includes all documented, out of pocket expenses incurred in connection with the acquisition contemplated by this Agreement, including without limitation all attorneys, accountants, consultants, experts and investment banking fees and expenses incurred by a Party to this Agreement or any of its Affiliates in connection with or relating to the preparation, authorization, negotiation, execution and/or performance of this Agreement and the transactions contemplated thereby, including the financing thereof.

“ Final Order ” means the final order of the Court approving the Arrangement, as such order may be amended or varied at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal.

“ Financing ” has the meaning ascribed thereto in Section 5.4(d).

“ Governmental Entity ” means (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, board, bureau, Crown corporation, stock exchange or agency, domestic or foreign, (b) any subdivision, agent or authority of any of the foregoing, or (c) any quasi-governmental or private body, including any tribunal, commission, regulatory

agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“ Hazardous Substances ” means any waste or other substance that is prohibited, listed, defined, regulated, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials or any substance which is deemed under Environmental Laws to be deleterious to natural resources or the Environment or worker or public health and safety.

“ including ” means including without limitation, and “include” and “includes” have a corresponding meaning.

“ Indebtedness ” means, without duplication, with respect to any Person (a) every obligation of such Person for borrowed money, secured or unsecured, (b) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) every obligation of such Person under purchase money mortgages, conditional sale agreements or other similar instruments relating to purchased property or assets, (d) every capitalized lease obligation of such Person, (e) every obligation of such Person under interest rate cap, swap, collar or similar transactions or currency hedging transactions (valued at the termination value thereof), and (f) every obligation of the type referred to above of any other Person, the payment of which such first Person has guaranteed or for which such first Person is otherwise responsible or liable.

“ Interim Order ” means the interim order of the Court, as the same may be amended in respect of the Arrangement, as contemplated by Section 2.2.

“ Investment Canada Act ” means the Investment Canada Act , as amended from time to time and the rules and regulations promulgated thereunder.

“ Law ” or “ Laws ” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity or self-regulatory authority (including the TSX and the NYSE), and the term “applicable” with respect to such Laws (including Environmental Laws and Securities Laws) and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities.

“ Lease Documents ” has the meaning ascribed thereto in Section 3.1(n)(ii).

“ Leased Properties ” has the meaning ascribed thereto in Section 3.1(n)(ii).

“ Legal Actions ” has the meaning ascribed thereto in Section 3.1(l).

“ Letter of Credit ” has the meaning ascribed thereto in Section 2.4(d).

“ Lien ” means any hypothecation, mortgage, lien, charge, security interest, pledge, claim, encumbrance or adverse right or claim.

“ Material Contracts ” has the meaning ascribed thereto in Section 3.1(p)(i)(J).

“ McKinsey Agreement ” means the Agreement dated as of April 29, 2009, among McKinsey & Company, Inc., United States, Eveready and Parent.

“ material fact ” has the meaning ascribed thereto in the Securities Act.

“ MD&A ” has the meaning ascribed thereto in Section 3.1(i).

“ NYSE ” has the meaning ascribed thereto in Section 4.1(e).

“ Original Closing Date ” has the meaning ascribed thereto in Section 2.4(a).

“ Outside Date ” means July 31, 2009, subject to the right of (i) either Parent or Eveready to postpone the Outside Date for up to an additional 60 days (in 30-day increments) after the Original Closing Date if the Regulatory Approvals have not been obtained but have not been denied by a non-appealable decision of a Governmental Entity, or (ii) Parent to extend the Outside Date until August 31, 2009 in order to allow more time to complete the Financing as described in Section 5.4(d), by giving written notice to the other Party to such effect no later than 5:00 p.m. (Eastern time) on the date that is not less than five (5) Business Days prior to the original Outside Date (and any such subsequent Outside Date), or such later date as may be agreed to in writing by the Parties; provided that notwithstanding the foregoing, a Party will not be permitted to postpone the Outside Date if the failure to obtain a Regulatory Approval or of Parent to complete the Financing is materially the result of such Party’s failure to comply with its covenants under this Agreement.

“ Owned Real Properties ” has the meaning ascribed thereto in Section 3.1(n)(i).

“ Parent ” has the meaning ascribed thereto in the preamble to this Agreement.

“ Parent Common Shares ” means the shares of common stock, par value U.S. $0.01, of Parent.

“ Parent Environmental Permits ” has the meaning ascribed thereto in Section 4.1(o)(i)(A).

“ Parent Intellectual Property Rights ” has the meaning ascribed thereto in Section 4.1(t).

“ Parent Material Adverse Effect ” means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate with other such changes, effects, events, occurrences, states of facts or developments, is both material and adverse with respect to the financial condition, business, operations, results of operations, properties, assets, liabilities (including contingent liabilities) or capitalization of Parent and its Subsidiaries taken as a whole, as the case may be; provided, however, that to the extent any effect, event, occurrence, state of

facts or development is caused by or results from any of the following, it shall not be taken into account in determining whether there has been (or whether there could reasonably be expected to be) a “Parent Material Adverse Effect”: (a) conditions affecting the United States or Canadian economy generally, (b) conditions generally affecting the industries in which Parent and its Subsidiaries conduct their business (and not having a disproportionate adverse effect on Parent and its Subsidiaries), (c) conditions directly caused by the actions of Eveready or resulting from actions taken in accordance with a request or the consent of Eveready made after the date hereof, (d) any change in the market price or trading volume of securities or failure by Parent to meet published securities analyst estimates (but not the underlying causes thereof), and (e) material worsening of market conditions caused by acts of terrorism or war occurring after the date hereof.

“ Parent Plans ” has the meaning ascribed thereto in Section 4.1(p)(i).

“ Parent Reports ” has the meaning ascribed thereto in Section 4.1(f).

“ Parent Termination Fee ” has the meaning ascribed thereto in Section 7.4(c).

“ Parent Technology ” has the meaning ascribed thereto in Section 4.1(t).

“ Parent’s Original Closing Date Notice ” has the meaning ascribed thereto in Section 2.4(b).

“ Parties ” means, collectively, Parent, Purchaser and Eveready, and “ Party ” means any of them.

“ Pembina Purchase ” has the meaning ascribed thereto in Section 2.4(c)(i).

“ Pembina Purchase Price ” has the meaning ascribed thereto in Section 2.4(c)(i).

“ Pembina Landfill Assets ” means all of the outstanding equity interests in Pembina Area Landfill Ltd. and Pembina Area Landfill Limited Partnership, together with all of the assets and business now held and conducted by such Persons.

“ Permit ” means any license, permit, certificate, consent, order, grant, approval, classification, registration, flagging or other authorization of and from any Governmental Entity.

“ Permitted Liens ” means, in respect of any property or asset of Eveready and its Subsidiaries at any time, any one or more of the following:

(a) Liens for current Taxes and assessments not yet due and payable or Liens for income and similar taxes that are being contested in good faith and for which Eveready has made adequate provision in accordance with Canadian GAAP;

(b) inchoate mechanics’ and materialmen’s Liens for construction in progress which have not at such time been filed and which do not secure Indebtedness;

(c) to the extent such Liens would not reasonably be expected to have an Eveready Material Adverse Effect, (i) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of Eveready or a Subsidiary thereof consistent with past practice, and (ii) all Liens and other imperfections of title and encumbrances which would not reasonably be expected to materially interfere with the conduct of the business of Eveready or a Subsidiary thereof;

(d) rights reserved to or vested in any Governmental Entity by the terms of any lease, license, franchise, grant or permit, or by any statutory provision, to terminate the same, to take action which results in an expropriation or condemnation, or to require annual or other payments as a condition to the continuance thereof;

(e) security given by such Person to a public utility or any Governmental Entity, when required by such utility or Governmental Entity in connection with the operations of such Person, in the ordinary course of business of Eveready or a Subsidiary thereof;

(f) the reservations, limitations, exceptions, provisos and conditions, if any, expressed in the original grant from the Crown, including the reservation for mines and minerals in the Crown or in any other Person;

(g) the security interests arising pursuant to the Eveready Amended and Restated Credit Agreement;

(h) assignments of insurance provided to landlords (or their mortgagees) pursuant to the terms of realty leases and Liens, rights and reversions reserved in any realty lease for rent, leasehold improvements or for compliance with the terms of such realty lease; and

(i) the interests of lessors under leases.

“ Person ” includes an individual, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, Governmental Entity or any other entity, whether or not having legal status.

“ Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule A and any amendments or variations thereto made in accordance with Section 8.3 hereof or Article 4 of the Plan of Arrangement or made at the direction of the Court in the Final Order.

“ Post-Signing Returns ” has the meaning ascribed thereto in Section 7.10(a).

“ Pre-Acquisition Transaction ” has the meaning ascribed thereto in Section 5.2(a).

“ Predecessor ” means Eveready Income Fund, a limited purpose trust established under the laws of the Province of Alberta, which is on the date of this Agreement a wholly-owned Subsidiary of Eveready.

“ Predecessor’s Employee Participation Plan ” means the Eveready Income Fund — Employee Participant Plan dated as of March 22, 2006.

“ Properties ” has the meaning ascribed thereto in Section 3.1(n)(ii).

“ Purchaser ” has the meaning ascribed thereto in the preamble to this Agreement.

“ Registrar ” means the Registrar of Corporations appointed pursuant to Section 263 of the ABCA.

“ Regulatory Approvals ” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities required to consummate the Plan of Arrangement, including those set forth in Schedule C.

“ Release ” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the environment.

“ Required Vote ” has the meaning ascribed thereto in Section 2.3(b).

“ Response Period ” has the meaning ascribed thereto in Section 7.3(a)(ii).

“ Returns ” means all returns, reports, declarations, elections, designations, notices, filings, information returns and statements including all amendments, schedules, attachments or supplements thereto, whether tangible, electronic or other form, filed or required to be filed in respect of Taxes.

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

“ Securities Act ” means the Securities Act (Alberta) and the rules, regulations and published policies and instruments made thereunder.

“ Securities Authorities ” means the applicable Canadian and United States federal, provincial and state securities commissions, securities exchanges and other securities regulatory authorities.

“ Securities Laws ” means all applicable Canadian and United States federal, provincial and state securities laws, rules and regulations and published policies and instruments thereunder.

“ Subsidiary ” means, with respect to a specified Person, any Person of which at least 50% of the voting power ordinarily entitled to elect a majority of the board of directors or other managers thereof (whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly

by such specified Person and includes any Person over which such specified Person exercises direction or control or which is in a like relation to a Subsidiary.

“ Superior Proposal ” means any unsolicited bona fide written Acquisition Proposal made after the date hereof and prior to the closing of the Pembina Purchase and/or the Cat Tech Purchase in accordance with the terms of this Agreement by a third party with whom Eveready and its Subsidiaries deal at arm’s length (as such term is interpreted for purposes of the Tax Act) (i) that relates to not less than 50% of the outstanding Eveready Common Shares or not less than 50% of the assets of Eveready and its Subsidiaries taken as a whole, (ii) that is reasonably capable of being completed without undue delay, taking into account to the extent considered appropriate by the Board, all financial, legal, regulatory and other aspects of such proposal and the Person making such proposal, and (iii) which the Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors, if any, and after taking into account all the terms and conditions of the Acquisition Proposal, is on terms and conditions more favourable from a financial point of view to the Eveready Shareholders than those contemplated by this Agreement (including any amendments to this Agreement agreed to in writing by Parent in accordance with Section 7.3).

“ Tax Act ” means the Income Tax Act (Canada) and the regulations made thereunder as now in effect and as may be amended from time to time prior to the Effective Time.

“ Taxes ” means (a) all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity or payable under any Laws, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof, including those levied on, or measured by, or referred to as income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, all license, franchise and registration fees and all employment insurance, health insurance, workers’ compensation and Canada, Québec and other governmental pension plan premiums or contributions; and (b) any liability for the payment of any amounts of the type described in clause (a) above as a result of any express or implied obligation to indemnify any other Person or as a result of any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for Taxes of a predecessor entity.

“ Transaction Resolution ” has the meaning ascribed thereto in Section 5.2(b).

“ Trust Indenture ” means the trust indenture entered into between Predecessor and Computershare Trust Company of Canada, as Trustee, dated June 15, 2006 in respect of the Eveready Debentures, as supplemented by the supplemental indenture entered into between Predecessor, Eveready and the Trustee dated as of December 31, 2008.

“ TSX ” has the meaning ascribed thereto in Section 2.8.

“ U.S. GAAP ” has the meaning ascribed thereto in Section 4.1(f)(ii).

“ Voting and Lock-Up Agreements ” means the voting and lock-up agreements dated April 29, 2009 between Parent and each of the Eveready Management Shareholders.

Section 1.2. Interpretation Not Affected by Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

Section 1.3. Interpretation

In this Agreement words importing the singular number include the plural and vice versa, and words importing any gender include both genders and neuter. The term “third party” means any Person other than Eveready, Parent, Purchaser or any of their respective Affiliates.

Section 1.4. Date for Any Action

If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action will be required to be taken on the next day which is a Business Day.

Section 1.5. Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

Section 1.6. Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

Section 1.7. Accounting Principles

Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with Canadian GAAP, such reference will be deemed to be to the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken (“ Canadian GAAP ”).

Section 1.8. Knowledge

(a) In this Agreement, references to “the knowledge of Eveready” means the actual knowledge, in their capacity as officers and/or employees of Eveready and not in their personal capacity, of the President and Chief Executive Officer of Eveready, the Chief Financial

Officer of Eveready, and the current Director, Corporate Development of Eveready, after reasonable inquiry.

(b) In this Agreement, references to “the knowledge of Parent” means the actual knowledge, in their capacity as officers and/or employees of Parent and not in their personal capacity, of the President and Chief Executive Officer of Parent and the Chief Financial Officer of Parent, after reasonable inquiry.

Section 1.9. Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

Schedule A	-	Plan of Arrangement
Schedule B	-	Special Resolution of the Eveready Shareholders
Schedule C	-	Regulatory Approvals

ARTICLE II.

THE ACQUISITION

Section 2.1. Arrangement.

The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

Section 2.2. Implementation Steps by Eveready

Eveready covenants in favour of Parent and Purchaser that Eveready will:

(a) subject to the terms of this Agreement, as soon as reasonably practicable, but in any event not later than June 3, 2009 or such other date as is agreed to by Parent, apply in a manner reasonably acceptable to Parent under Section 193 of the ABCA for the Interim Order;

(b) subject to the terms of this Agreement and in accordance with the Interim Order, as soon as reasonably practicable, but in no event later than July 17, 2009, convene and hold the Eveready Meeting for the purpose of considering the Arrangement Resolution;

(c) subject to Section 7.3(a), not postpone or adjourn (other than a postponement or adjournment not exceeding five Business Days for the purpose of attempting to obtain the Required Vote) or cancel the Eveready Meeting without Parent’s prior written consent, except as required for quorum purposes, to comply with requirements of applicable Law (including any disclosure obligations under applicable Laws provided that Eveready uses all reasonable efforts to comply with such Laws in a timely manner) or by the Court;

(d) subject to the terms of this Agreement and compliance by the directors and officers of Eveready with their fiduciary duties, use commercially reasonable efforts to solicit

from holders of Eveready Common Shares proxies in favour of the approval of the Arrangement Resolution;

(e) subject to the terms of this Agreement and compliance by the directors and officers of Eveready with their fiduciary duties and obtaining such approvals as are required by the Interim Order, proceed with and diligently pursue the application to the Court for the Final Order; and

(f) subject to obtaining the Final Order and in accordance with Section 2.4, file the Articles of Arrangement and such other documents as may be required in connection therewith under the ABCA to give effect to the Arrangement.

Section 2.3. Interim Order

The notice of motion for the application referred to in Section 2.2(a) will request that the Interim Order provide:

(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Eveready Meeting and for the manner in which such notice is to be provided;

(b) that, subject to the approval of the Court, the requisite approval for the Arrangement Resolution will be 66²/3 % of the votes cast on the Arrangement Resolution by Eveready Shareholders present in person or represented by proxy at the Eveready Meeting (such approval described in this Section 2.3(b), the “ Required Vote ”);

(c) that the terms, restrictions and conditions of the by-laws and articles of Eveready, including quorum requirements and all other matters, will apply in respect of the Eveready Meeting;

(d) for the notice requirements with respect to the presentation of the application to the Court for a Final Order; and

(e) that the Eveready Meeting may be adjourned or postponed from time to time by Eveready without the need for additional approval of the Court.

Section 2.4. Closing; Potential Asset Purchase; Articles of Arrangement

(a) Unless the Parties shall otherwise unanimously agree in writing, the closing of the transactions contemplated hereby and by the Arrangement will take place at 10:00 a.m. (Eastern Time) on a date (the “ Closing Date ”) determined in accordance with this Section 2.4(a) at the Calgary, Alberta offices of Gowling Lafleur Henderson LLP, 1400 Scotia Centre, 700-2nd Street S.W., Calgary, Alberta, Canada. Subject to satisfaction or, where permitted, waiver of the conditions to the respective obligations of the Parties set forth in Article VI (the “ Closing Conditions ”), the Closing Date shall, unless the Parties shall otherwise unanimously agree in writing, be the first Friday which shall occur on or following the last of (i) July 31, 2009 (the “Original Closing Date” ), (ii) the satisfaction or waiver (subject to applicable Laws) of all of the Closing Conditions (excluding conditions that, by their terms, cannot be satisfied until the

Closing Date and provided that such date shall not be later than the Outside Date), and (iii) in the event either Eveready or Parent shall have postponed the Outside Date in accordance with the definition of such term, such date (which shall be not later than the Outside Date as so postponed) as shall be specified by the Party which postponed the Outside Date in a written notice given to the other Parties no later than 5:00 p.m. (Eastern time) on a date that is at least five (5) Business Days prior to the Closing Date as so determined.

(b) If Parent shall postpone the Outside Date beyond the Original Closing Date in order to allow more time to complete the Financing, Parent shall give to Eveready by not later than 5:00 p.m. (Eastern time) on July 24, 2009 a notice (“ Parent’s Original Closing Date Notice ”) stating that Parent has postponed the Outside Date to a date not later than August 31, 2009 and confirming that Parent is prepared to complete the Cat Tech Purchase and/or the Pembina Purchase, as applicable, on the terms and conditions set forth in Section 2.4(c).

(c) (i) If Parent shall extend the Outside Date as described in Section 2.4(b) in order to allow more time to complete the Financing, on the Original Closing Date (or such later date as shall be determined in accordance with clause (ii) below), Parent shall, subject to the additional terms and conditions set forth below in this Section 2.4(c), purchase (or designate and cause one or more of its Subsidiaries to purchase), and Eveready shall cause its appropriate Subsidiaries to sell, transfer and deliver to Parent or its designee(s), the Cat Tech Assets (such purchase and sale shall be deemed the “ Cat Tech Purchase ”) for a purchase price of $28.0 million (the “ Cat Tech Purchase Price ”) and the Pembina Landfill Assets (such purchase and sale shall be deemed the “ Pembina Purchase ”) for a purchase price of $25.0 million (the “ Pembina Purchase Price ”).

(ii) If Parent has not completed the Financing by the Original Closing Date and the Outside Date has been postponed in accordance with subsection (i) of the definition of Outside Date [Regulatory Approvals not obtained], Parent shall purchase (or designate and cause one or more of its Subsidiaries to purchase), and Eveready shall cause its appropriate Subsidiaries to sell, transfer and deliver to Parent or its designee(s), the Cat Tech Assets for the Cat Tech Purchase Price and the Pembina Assets for the Pembina Purchase Price within one week after the receipt of any required Regulatory Approvals for such transactions.

(iii) Parent’s obligation to complete the Cat Tech Purchase and/or the Pembina Purchase as described in clause (i) or (ii) of this Section 2.4(c) shall be subject to the conditions that:

(A) on the closing date for the Cat Tech Purchase and/or the Pembina Purchase, as applicable, (x) all of the representations and warranties of Eveready contained in Section 3.1 shall be true and complete in all material respects (unless the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have an Eveready Material Adverse Effect), (y) insofar as the representations of Eveready contained in Section 3.1 relate to the Cat Tech Assets and/or the Pembina Landfill Assets, such representations and warranties shall additionally be true and complete as if Eveready had made such representations and warranties solely with respect to the Cat Tech Assets and/or the Pembina Landfill Assets, as applicable, to be acquired, and relative to the size thereof, as though the Cat Tech Assets and/or the Pembina Landfill Assets, as applicable,

consisted of a business independent of the other assets and business of Eveready (unless the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have an Eveready Material Adverse Effect, as adjusted relative to the size thereof), and (z) Parent shall have received a certificate of Eveready addressed to Parent dated such closing date, signed on behalf of Eveready by two senior executive officers of Eveready (on Eveready’s behalf and without personal liability) confirming the accuracy of the statements in clauses (x) and (y) as of such closing date;

(B) on the closing date for the Cat Tech Purchase and/or the Pembina Purchase, as applicable, any required Regulatory Approvals or other third party consents or approvals (including, without limitation, under the Eveready Amended and Restated Credit Agreement) shall have been obtained (provided that if such Regulatory Approvals or other third party consents or approvals have not been obtained by the Original Closing Date for one or both of the Cat Tech Purchase or the Pembina Purchase, Parent shall be obligated to complete any such purchase on the Original Closing Date for which all such Regulatory Approvals or other third party consents or approvals have been obtained by such date and shall, in accordance with clause (ii) of this Section 2.4(c), be obligated to complete any other such purchase following such Regulatory Approvals or other third party consents or approvals having been obtained; and

(C) by not later than the Original Closing Date, Eveready shall have held the Eveready Meeting and obtained the Required Vote in favor of the Arrangement, provided that Eveready shall not be required to hold the Eveready Meeting or obtain the Required Vote in favour of the Arrangement if this Agreement has been terminated by Parent pursuant to Section 8.2(c)(iv) [Parent’s inability to complete financing] or by Eveready pursuant to Section 8.2(d)(i) [Parent’s failure to deliver Letter of Credit] or Section 8.2(d)(iii) [Parent’s breach] (it being mutually acknowledged that the obligations under this Section 2.4(c) shall survive any such termination of this Agreement).

(iv) Eveready shall, on the closing date for the Cat Tech Purchase and/or the Pembina Purchase, as applicable, cause the Subsidiaries whose equity interests are being transferred as part of the Cat Tech Purchase and/or the Pembina Purchase, as applicable, and the respective assets of such Subsidiaries to be released from any Indebtedness or Liens (including, without limitation, any Indebtedness or Liens now outstanding under the Eveready Amended and Restated Credit Agreement or any net Indebtedness owed to, or held by, any other Subsidiary of Eveready either under any promissory notes or any other instruments of Indebtedness) except with respect to any Pembina or Cat Tech capital lease obligations under capital leases (which are not cross-defaulted with the capital leases or other Indebtedness of any other Person), Permitted Liens and any Liens (including those related to the royalty interest granted to Kenneth Byram) on the assets of the Persons that comprise the Pembina Landfill Assets registered against those assets on the date hereof with the exclusion of those relating to the Eveready Amended and Restated Credit Facility.

(v) Eveready’s obligation to complete the transactions contemplated by this Section 2.4(c) shall be subject to the condition that any required Regulatory Approvals or other third party consents or approvals (including, without limitation, under the Eveready Amended and Restated Credit Agreement) shall have been obtained.

(vi) Notwithstanding anything to the contrary herein, neither Eveready nor Parent will be obligated to complete any one of the transactions contemplated by this Section 2.4(c) which has not been completed by the Outside Date if any required Regulatory Approval or other third party consent or approval (including, without limitation, under the Eveready Amended and Restated Credit Agreement) for such transaction which remains to be closed has not been obtained with respect to such transaction by the Outside Date.

(vii) Parent covenants and agrees that it shall apply for and use all commercially reasonable efforts to obtain all Regulatory Approvals required for it to complete the transactions contemplated by this Section 2.4(c) and, in doing so, keep Eveready reasonably informed as to the status of the proceedings related to obtaining the Regulatory Approvals, including providing Eveready with copies of all related applications and notifications in draft form (other than confidential information contained in such applications and notifications), in order for Eveready to provide its reasonable comments thereon; provided, however, that nothing in this Agreement shall require Parent or its Affiliates to divest or hold separate or otherwise take or commit to take any action to obtain any such Regulatory Approval.

(viii) In the event the Cat Tech Purchase and/or the Pembina Purchase, as applicable, shall occur, each of Parent and Eveready shall take, and shall cause their respective Subsidiaries to take, all such further actions and execute and deliver all such further documents as shall be necessary and appropriate as if the Cat Tech Purchase and/or the Pembina Purchase, as applicable, were being made under a separate purchase and sale agreement containing customary terms and conditions for a similar transaction on an arm’s length basis and without giving consideration to the other terms of this Agreement.

(d) Parent shall, by not later than 5:00 p.m. (Eastern time) on the date that is two Business Days after the date of this Agreement, deliver to Eveready an irrevocable letter of credit, in the form agreed to between Parent and Eveready prior to the execution of this Agreement, for $5.0 million from Bank of America, N.A. (the “ Letter of Credit ”). Eveready shall return the Letter of Credit to Parent if either (i) the Arrangement or the Cat Tech Purchase and the Pembina Purchase closes or (ii) all Regulatory Approvals and other third party consents required for any one of the transactions contemplated by this Section 2.4(c) which remains to be closed shall not have been obtained by the Outside Date, unless this Agreement has been terminated in accordance with the following sentence. If Parent defaults in its obligations to close either the Arrangement or the Cat Tech Purchase and the Pembina Purchase in accordance with Section 2.4(c), (i) Eveready will be entitled to terminate this Agreement in accordance with Section 8.2(d)(i) and call on the Letter of Credit, and (ii) if Eveready so elects, sue for specific performance on Parent’s obligations to complete the Cat Tech Purchase and the Pembina Purchase in accordance with Section 2.4(c). If both the Cat Tech Purchase and the Pembina Purchase thereafter close, Parent will receive on the closing of both such transactions (if both such closings occur on the same date) or the later of the closings of such transactions (if such closings occur on different dates) credit for the $5.0 million drawn on the Letter of Credit against the Cat Tech Purchase Price and/or the Pembina Purchase Price, as applicable. If (i) Parent defaults in its obligations to complete the Cat Tech Purchase or the Pembina Purchase, but (ii) Eveready elects not to sue for specific performance or the Cat Tech Purchase or the Pembina Purchase do not thereafter close for some other reason (but all Regulatory Approvals and other third party consents required for the Cat Tech Purchase or the Pembina Purchase, as applicable,

shall have been obtained by the Outside Date), Eveready will be entitled to retain the $5.0 million as liquidated damages relating to the Cat Tech Purchase and the Pembina Purchase.

(e) If the Arrangement closes on either the Original Closing Date or another Closing Date pursuant to the terms of this Agreement, the Articles of Arrangement will on that date be filed with the Registrar and, upon the issuance of a Certificate by the Registrar, the Articles of Arrangement will implement the Plan of Arrangement as of the Effective Time. As of the Effective Time, each Eveready Share outstanding immediately prior to the Effective Time will be exchanged, the Eveready Options and Eveready Deferred Shares will be redeemed for cancellation and the Eveready Debentures will be repurchased all on the terms provided in the Plan of Arrangement, and the Arrangement will, from and after the Effective Time, have all of the effects provided by applicable Laws, including the ABCA.

Section 2.5. Circular

Subject to compliance with Section 2.6, as promptly as reasonably practicable after the execution and delivery of this Agreement, Eveready will prepare the Eveready Circular together with any other documents required by the ABCA, Securities Laws or other applicable Laws in connection with the Eveready Meeting required to be filed or prepared by Eveready, and, subject to Section 2.6(b) as promptly as is reasonably practicable after the execution and delivery of this Agreement, Eveready will, unless otherwise agreed by the Parties, cause the Eveready Circular and other documentation required in connection with the Eveready Meeting to be sent to the Eveready Shareholders and filed as required by the Interim Order and applicable Laws. The Eveready Circular will include the recommendation of the Board that the Eveready Shareholders vote in favour of the Arrangement Resolution unless such recommendation has been withdrawn, modified or amended in accordance with the terms of this Agreement.

Section 2.6. Preparation of Filings

(a) The Parties will co-operate in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by the Parties to be necessary to discharge their respective obligations or otherwise advisable under applicable Laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter.

(b) The Parties will co-operate in the preparation, filing and mailing of the Eveready Circular. Eveready will provide Parent and its representatives with a reasonable opportunity to review and comment on the Eveready Circular, including by providing on a timely basis a description of any information required to be supplied by Parent for inclusion in the Circular, prior to its mailing to Eveready Shareholders and filing in accordance with the Interim Order and applicable Laws. Parent and Purchaser acknowledge that whether or not such comments are appropriate or any revisions will be made as a result thereof to the Eveready Circular will be determined solely by Eveready acting reasonably.

(c) Eveready will ensure that the Eveready Circular complies with the Interim Order and all applicable Laws and, without limiting the generality of the foregoing, that the

Eveready Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances under which they are made (other than with respect to any information relating to and provided by Parent, Purchaser or their Affiliates). Eveready will promptly inform Parent of any requests or comments made by Securities Authorities in connection with the Eveready Circular.

(d) Parent will furnish to Eveready such information concerning Parent, Purchaser or their Affiliates as may be reasonably required by Eveready in the preparation of the Eveready Circular and other documents related thereto, and Parent will ensure that the information supplied by it for inclusion in the Eveready Circular will, at the time of the mailing of the Eveready Circular, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading in light of the circumstances under which they are made.

(e) Each of the Parties will, in the case of Eveready only with respect to Eveready and in the case of Parent and Purchaser only with respect to Parent and Purchaser, promptly notify the other if at any time before the Effective Time it becomes aware that the Eveready Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any registration statement or any circular or other filing under applicable Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances under which they are made, or of information that otherwise requires an amendment or supplement to the Eveready Circular, such application, registration statement, circular or filing, and the Parties will co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by Eveready.

(f) Parent shall use reasonable efforts to obtain all orders required from the applicable Securities Authorities to permit the issuance and first resale of the Parent Common Shares issued, indirectly, to the Eveready Shareholders pursuant to the Arrangement without qualification with or approval of or the filing of any registration statement or prospectus, or the taking of any proceeding with, or the obtaining of any further order, ruling or consent from any Governmental Entity under any United States or Canadian federal, state, provincial or territorial securities or other Laws or pursuant to the rules and regulations of any Securities Authority administering such Laws or the fulfillment of any other legal requirement in any such jurisdiction. However, in the case of the Eveready Management Shareholders, the first resale of the Parent Common Shares received by such shareholders shall be subject to the “lock-up” and potential manner of sale restrictions set forth in the Voting and Lock-Up Agreements.

(g) Eveready will advise Parent as Parent may reasonably request and at least on a daily basis on each of the last seven Business Days prior to the Eveready Meeting, as to the aggregate tally of the proxies received by Eveready (including voting reports prepared by Broadridge) in respect of the Arrangement Resolution and any other matters to be considered at the Eveready Meeting.

(h) Eveready will give notice to Parent of the Eveready Meeting and allow Parent’s representatives and legal counsel to attend the Eveready Meeting.

Section 2.7. Court Proceedings

Eveready will provide Parent and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Parent for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Parent and its legal counsel. In addition, Eveready will not object to legal counsel to Parent making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Eveready is advised of the nature of any submissions on a timely basis prior to the hearing. Eveready will also provide legal counsel to Parent on a timely basis with copies of any notice of appearance and evidence served on Eveready or its legal counsel in respect of the application for the Final Order or any appeal therefrom. Except as required by applicable Laws, Eveready will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Parent’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein will require Parent to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Parent’s or Purchaser’s obligations set forth in any such filed or served materials.

Section 2.8. Public Communications

Eveready and Parent shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the transactions contemplated by this Agreement and the Arrangement. Neither Eveready nor Parent will issue any press release or otherwise make public statements with respect to this Agreement or the Arrangement without the prior written consent of the other Party (which consent will not be unreasonably withheld or delayed); Eveready will not make any filing with any Governmental Entity or with the Toronto Stock Exchange (the “ TSX ”) with respect thereto without prior consultation with Parent; and Parent will not make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with Eveready. However, the foregoing provisions of this Section 2.8 will be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making any such disclosure or filing will use its commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and, if such prior notice is not possible, to give such notice immediately following the making of any such disclosure or filing.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF EVEREADY

Section 3.1. Representations and Warranties

Contemporaneously with the execution and delivery of this Agreement, Eveready is delivering to Parent the Disclosure Letter required to be delivered pursuant to this Agreement, which is deemed to constitute an integral part of this Agreement and to modify or supplement, as applicable, the representations and warranties of Eveready contained in this Agreement. Eveready will not be in breach of this Agreement as a result of a representation or warranty being inaccurate or incomplete if, by virtue of any disclosure in any part of the Disclosure Letter or of this Agreement, the true facts with respect to the representation or warranty have been disclosed with particularity and the relevant facts are described in reasonable detail. Eveready represents and warrants to and in favour of Parent and Purchaser as follows and acknowledges that Parent and Purchaser are relying upon such representations and warranties in connection with entering into this Agreement:

(a) Board Approval . As of the date hereof, the Board, after consultation with its financial and legal advisors, has determined unanimously that the Arrangement is fair to the Eveready Shareholders and is in the best interests of Eveready and has resolved unanimously to recommend to the Eveready Shareholders that they vote their Eveready Common Shares in favour of the Arrangement.

(b) Organization and Qualification . Eveready and each of its Subsidiaries is a corporation duly incorporated, continued or amalgamated or an entity duly created and validly existing under the laws of its jurisdiction of incorporation, continuance, amalgamation or creation and has the requisite corporate or other power and authority to own its assets as now owned and to carry on its business as it is now being conducted. Eveready and each of its Subsidiaries is duly registered or otherwise authorized to do business and in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such registration necessary, except where the failure to be so registered or in good standing would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect or prevent or materially delay the Arrangement. Correct, current and complete copies of the articles of incorporation, continuance or amalgamation and by-laws (or the equivalent organizational documents), each as amended to date, of Eveready and each of its Subsidiaries listed in Section 3.1(g) of the Disclosure Letter (collectively, the “ Eveready Organizational Documents ”) have been made available to Parent and its advisors.

(c) Authority Relative to this Agreement . Eveready has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Eveready and the consummation by Eveready of the transactions contemplated by this Agreement have been duly authorized by the Board, and no other corporate proceedings on the part of Eveready are necessary to authorize the execution and delivery by it of this Agreement or any agreement ancillary hereto and the consummation by it of the transactions contemplated hereby and thereby, subject, in the case of

completion of the Arrangement, to the receipt of the Required Vote and approval by the Court. This Agreement has been duly executed and delivered by Eveready and constitutes a legal, valid and binding obligation of Eveready enforceable against Eveready in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(d) No Violations . Neither the execution and delivery of this Agreement by Eveready, nor the consummation of the Arrangement by Eveready, nor compliance by Eveready with any of the provisions hereof will:

(i) except as described in Section 3.1(d) of the Disclosure Letter, and subject to obtaining waivers or refinancing as of the Effective Time of the outstanding debt of Eveready or its Subsidiaries as contemplated in Section 5.4(d), and except where it would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect, violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which with or without notice or lapse of time or both, would constitute a default) under, or result in granting to a third party a right to reduce fees or other payments to Eveready or any of its Subsidiaries under, or result in granting to a third party a right of first refusal, first opportunity, or other right or option to acquire properties or assets of Eveready or any of its Subsidiaries under, or grant to a third party a right to force Eveready or any of its Subsidiaries to purchase one or more assets under, or result in a right of termination or acceleration under, or result in the creation of any Lien upon, any of the properties or assets of Eveready or any of its Subsidiaries or cause any Indebtedness of Eveready or any of its Subsidiaries to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on Eveready or any of its Subsidiaries under, any of the terms, conditions or provisions of (A) the respective charters or by-laws or other comparable organizational documents of Eveready and its Subsidiaries or (B) any note, bond, mortgage, indenture, loan agreement, deed of trust, Lien, or other Contract to which Eveready or any of its Subsidiaries is a party or to which Eveready or any of its Subsidiaries, or any of their respective properties or assets may be subject or by which Eveready or any of its Subsidiaries is bound; or

(ii) subject to obtaining the Regulatory Approvals and the Required Vote and compliance with the Interim Order and any approvals required thereunder, the Final Order and filings with the Registrar and compliance with any applicable Securities Laws, (A) violate in any material respect any Law applicable to Eveready or any of its Subsidiaries or any of their respective properties or assets, or (B) cause the suspension or revocation of any material Permit currently in effect.

(e) Capitalization .

(i) The authorized share capital of Eveready consists of an unlimited number of Eveready Common Shares and an unlimited number of preferred shares issuable in series. As of the close of business on April 24, 2009, there were issued and outstanding: (A) 18,347,155 Eveready Common Shares and nil preferred shares, (B) options to acquire up to

167,000 Eveready Common Shares under the Eveready Share Option Plan as described in Section 3.1(e) of the Disclosure Letter, (C) deferred shares exchangeable for 11,580 Eveready Common Shares under the Eveready Deferred Annual Bonus Share Plan as described in Section 3.1(e) of the Disclosure Letter, (D) $50.0 million principal amount of Eveready Debentures (which are now, and will on the Closing Date, be convertible into Eveready Common Shares at a conversion price of $38.754 per share), and (E) rights granted to the Eveready Shareholders pursuant to the Eveready Shareholders Rights Plan. With the exception of 251,726 outstanding Eveready Common Shares currently held by the trust established for the benefit of the employees of Predecessor and its Subsidiaries in connection with Predecessor’s Employee Participation Plan which will vest to such employees in accordance with the terms of such Plan including the past practices and policies of Eveready and Predecessor, there are no other options, warrants or other rights, shareholder rights plans, agreements or commitments of any character whatsoever requiring or which may require the issuance, sale or transfer by Eveready of any shares of Eveready (including Eveready Common Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of Eveready (including Eveready Common Shares).

(ii) All outstanding Eveready Common Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Eveready Common Shares issuable upon (A) exercise of rights under the Eveready Options, (B) conversion of the Eveready Deferred Shares, and (C) conversion of the Eveready Debentures in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable. All securities of Eveready (including the Eveready Common Shares, the Eveready Options, the Eveready Deferred Shares, and the Eveready Debentures) have been issued in compliance, in all material respects, with all applicable Securities Laws.

(iii) Other than the Eveready Options, the Eveready Deferred Shares, and the Eveready Debentures, there are no securities of Eveready or of any of its Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the Eveready Shareholders on any matter. Except as contemplated by the Plan of Arrangement, there are no outstanding contractual or other obligations of Eveready to (A) repurchase, redeem or otherwise acquire any of its securities, other than as provided in the Trust Indenture and the certificates representing the Eveready Debentures, or (B) make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) any Person, other than a wholly-owned Subsidiary of Eveready.

(f) Reporting Status and Securities Laws Matters . Eveready is a “reporting issuer” and not on any list of reporting issuers in default under applicable Securities Laws and is in compliance in all material respects with all applicable Securities Laws. No delisting of, suspension of trading in or cease trading order is in effect with respect to any securities of Eveready and, to the knowledge of Eveready, except as described in writing by Eveready to Parent, no inquiry or investigation (formal or informal) of any Securities Authority is ongoing or expected to be implemented or undertaken with respect to Eveready. No Subsidiary of Eveready is subject to the continuous disclosure requirements under any Securities Laws.

(g) Ownership of Subsidiaries . Section 3.1(g) of the Disclosure Letter sets forth a complete and accurate list and/or chart of all Subsidiaries owned, directly or indirectly, by Eveready, each of which is wholly-owned except as otherwise noted in such list or chart. All of the outstanding shares of capital and other ownership interests in each of Eveready’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by Eveready are, except pursuant to restrictions on transfer contained in constating documents or pursuant to existing financing arrangements involving Eveready or its Subsidiaries, owned free and clear of all Liens other than Permitted Liens and subject to no proxy, voting trust or other agreement relating to the voting of such shares, and there are no outstanding Contracts regarding the right or obligation to acquire any such shares of capital or other ownership interests in or real properties of any of Eveready’s Subsidiaries. Except as set out in section 3.1(g) of the Disclosure Letter, there are no outstanding contractual or other obligations of any Subsidiaries of Eveready to (i) repurchase, redeem or otherwise acquire any of their respective securities or with respect to the voting or disposition of any outstanding securities of any Subsidiaries of Eveready, or (ii) make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) any Person, other than a wholly-owned Subsidiary of Eveready.

(h) Eveready Reports . Since December 31, 2006, Eveready and Predecessor have filed each report or proxy or informational statement required to be filed by them with the Canadian Securities Authorities (collectively, including any other reports filed with the Canadian Securities Authorities subsequent to the date hereof and as amended, the “ Eveready Reports ”), including Eveready’s audited annual financial statements for the year ended December 31, 2008 and related management’s discussion and analysis (including exhibits, annexes and any amendments thereto). The Eveready Reports are publicly and freely available on www.sedar.com, or copies thereof have otherwise been, or for Eveready Reports filed after the date hereof will otherwise be, provided to Parent. The Eveready Reports, at the time filed (or if amended or superseded by a filing prior to the date of hereof, then on the date of such filing), complied and each Eveready Report filed subsequent to the date hereof will comply, in all material respects with the requirements of applicable Securities Laws and did not, and will not, at the time furnished or filed, contain any material misrepresentation (as defined in the Securities Laws, as applicable) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements, therein, in light of the circumstances under which they were made, not misleading.

(i) Eveready Financial Statements . Eveready’s audited consolidated financial statements as at December 31, 2008 and 2007 and for the fiscal years then ended (the “ Eveready Year-End Financial Statements ”), and Eveready’s unaudited quarterly financial statements included in the Eveready Reports filed after the date hereof (the “ Eveready Interim Financial Statements, ” and together with the Eveready Year-End Financial Statements, the “ Eveready Financial Statements ”), including the notes thereto and related management’s discussion and analysis (“ MD&A ”), and all other financial statements of Eveready and its Subsidiaries included or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed or issued since December 31, 2006 were prepared or, in the case of the Eveready Interim Financial Statements and any such other financial statements for periods after December 31, 2008 will be prepared, in accordance with Canadian GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the

case of audited statements, in the related report of Eveready’s independent auditors, and (B) in the case of unaudited interim consolidated financial statements, subject to normal period-end adjustments and the omission of notes which are not required to be included in such unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Eveready and its Subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim consolidated financial statements, to normal period-end adjustments) and reflect reserves required by Canadian GAAP in respect of all material contingent liabilities, if any, of Eveready and its Subsidiaries on a consolidated basis. There has been no material change in Eveready’s accounting policies, except as described in the notes to the Eveready Financial Statements, since December 31, 2008.

(j) Books, Records and Disclosure Controls .

(i) The records, systems, controls, data and information of Eveready and each of its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Eveready or such Subsidiary, except for any non-exclusive ownership or non-direct control that would not have a material adverse effect on the system of internal accounting control described in the following sentence. The statements in the certificates included in the Eveready Reports of Eveready’s chief executive officer and chief financial officer relating to the internal control over financial reporting maintained by Eveready and its Subsidiaries as being sufficient to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for Eveready and its Subsidiaries in accordance with Canadian GAAP are true and complete.

(ii) Eveready’s and each of its Subsidiaries’ corporate records and minute books have been maintained in material compliance with applicable Laws and are complete and accurate in all material respects.

(k) Absence of Certain Changes . Since December 31, 2008, (i) Eveready and each of its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice, and (ii) there has been no Eveready Material Adverse Effect. Except for the anticipated provision after the date hereof but prior to the Closing Date of a guarantee for up to $7.7 million of loans obtained by employees of Predecessor and its Subsidiaries to acquire securities of Predecessor pursuant to Predecessor’s Employee Participation Plan, neither Eveready nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), including any Contract to create, assume or issue any bond, debenture, note or other similar instrument or any Contract providing for the guarantee, indemnification, assumption or endorsement or any similar commitment with respect to the obligations, liabilities (contingent or otherwise) or Indebtedness of any other Person, which is (A) material to Eveready and its Subsidiaries, taken as a whole, and (B) required by Canadian GAAP to be set forth in a consolidated balance sheet of Eveready and its Subsidiaries or in the notes thereto, but has, individually or in the aggregate, not been reflected in the consolidated balance sheet of Eveready and its Subsidiaries dated December 31, 2008 forming part of the Eveready Year-End Financial Statements, including the notes thereto and the related MD&A filed under the Securities Laws, other than liabilities, indebtedness or

obligations incurred by Eveready and its Subsidiaries in the ordinary course of business since December 31, 2008.

(l) Litigation . Except as set forth in Section 3.1(l) to the Disclosure Letter, there are no material claims, actions, suits, demands, arbitrations, charges, indictments, hearings or other civil, criminal, administrative or investigative proceedings, or other investigations or examinations (collectively, “ Legal Actions ”) pending or, to the knowledge of Eveready, threatened, affecting Eveready or any of its Subsidiaries or any of their respective properties or assets at law or in equity before or by any Governmental Entity or against any current or former director or officer of Eveready or any of its Subsidiaries in their capacities as directors or officers of Eveready or any of its Subsidiaries. Neither Eveready nor any of its Subsidiaries nor any of their respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree which would, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect.

(m) Taxes .

(i) Eveready and each of its Subsidiaries has (A) duly and timely filed, or caused to be filed with all the appropriate Tax authorities, all Returns required to be filed by it prior to the date hereof, and all such Returns are true and correct in all material respects; (B) paid to the appropriate Tax authority on a timely basis all Taxes and all assessments and reassessments of Taxes due on or before the date hereof, other than Taxes the failure to pay which would not, individually or in the aggregate, reasonably be expected to have, an Eveready Material Adverse Effect; (C) duly and timely withheld, or caused to be withheld, all Taxes and other amounts required by Law to be withheld by it (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account of any Person, including any employees, officers or directors and any non-resident Person) and duly and timely remitted, or caused to be remitted, to the appropriate Tax authority such Taxes and other amounts required by Law to be remitted by it, except to the extent that such failure would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect; and (D) duly and timely collected, or caused to be collected, all Taxes required by Law to be collected by it and duly and timely remitted to the appropriate Tax authority any such amounts required by Law to be remitted by it, except to the extent that such failure would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect.

(ii) The unpaid Tax liability of Eveready and its Subsidiaries did not, as of the date of the Eveready Financial Statements, exceed the reserves and provisions for Taxes accrued but not yet due as reflected in Eveready Financial Statements, and Taxes payable by Eveready and its Subsidiaries through the Closing Date will not exceed such reserve as adjusted through the Closing Date in accordance with the past custom and practice of Eveready and its Subsidiaries in filing their Returns.

(iii) No deficiencies, litigation, proposed adjustments or matters in controversy with respect to Taxes have been asserted which remain unresolved at the date hereof, and no action, audit, investigation or proceeding for assessment, reassessment or collection of Taxes has been taken, asserted, or to the knowledge of Eveready, threatened, against Eveready or

any of its Subsidiaries or any of their respective assets, except, in each case, as disclosed or provided for in the Eveready Financial Statements or the Disclosure Letter.

(iv) There are no outstanding elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any Taxes of, or the filing of any Return or any payment of any Taxes by, Eveready or any of its Subsidiaries.

(v) Eveready is a “taxable Canadian corporation” as defined in the Tax Act;

(vi) There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Eveready and its Subsidiaries.

(vii) Neither Eveready nor any of its Subsidiaries is a party to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation (other than agreements among Eveready and its Subsidiaries and other than customary Tax indemnifications contained in credit or loan agreements or other transactions entered into in the ordinary course) and neither Eveready nor any of its Subsidiaries has any liability for the Taxes of any Person (other than Eveready and its Subsidiaries) as a transferee or successor, by contract, or otherwise.

(n) Property .

(i) Each parcel of real property currently owned by, and material to the operations of, Eveready or any of its Subsidiaries (collectively, the “ Owned Real Properties ”) is described in Section 3.1(n) of the Disclosure Letter. Eveready or its applicable Subsidiary as set out in Section 3.1(n) of the Disclosure Letter owns good and marketable fee simple title to the Owned Real Properties, free and clear of all Liens, other than Permitted Liens. None of the Owned Real Properties is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of Eveready, has any such condemnation, expropriation or taking been proposed. None of Eveready or any of its Subsidiaries is in violation of any covenant, or not in compliance with any condition, restriction, zoning or land use Law or Permitted Lien, affecting any Owned Real Properties which violations or non-compliances would, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect.

(ii) Each parcel of real property currently leased or subleased by, and material to the operations of, Eveready or any of its Subsidiaries from a third party (collectively, the “ Leased Properties ” and together with the Owned Real Properties, the “ Properties ”) is set forth in Section 3.1(n) of the Disclosure Letter identifying the name of the entity (i.e., Eveready or its Subsidiary) holding such leasehold interest and the documents under which such leasehold interests are held (collectively, the “ Lease Documents ”). Eveready or its applicable Subsidiary holds good and valid leasehold interests in the Leased Properties, free and clear of all Liens other than Permitted Liens and the Lease Documents. Each of the Lease Documents is valid, binding and in full force and effect as against Eveready or its Subsidiaries and, to the knowledge of

Eveready, as against the other party thereto. None of Eveready or any of its Subsidiaries and, to the knowledge of Eveready, any of the other parties to the Lease Documents, is in breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Lease Documents which breach, violation or default would, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect, and none of Eveready or any of its Subsidiaries has received or given any notice of default under any such agreement which remains uncured which would, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect. To the knowledge of Eveready, neither Eveready nor any of its Subsidiaries is in violation of any covenant, or not in compliance with any condition, restriction, zoning or land use Law or Permitted Lien, affecting any Leased Properties which violations or non-compliances would, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect.

(iii) Each of Eveready and its Subsidiaries has good and sufficient title to such other real property interests, licenses, easements and rights of way permitting the use of land or premises by Eveready and its Subsidiaries, necessary to permit the operation of its current businesses, as they are now being conducted, except for such failure of title in respect of such other real property interests, licenses, easements and rights of way as would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect.

(iv) The Properties and all buildings and improvements thereon are in good operating condition and repair, subject to normal wear and tear. To the knowledge of Eveready, there are no latent defects affecting any Property or the buildings or improvements thereon, other than those that would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect.

(o) Personal Property . Eveready and its Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, or license to, all personal property owned, used or held for use by them, except as would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect. Neither Eveready’s nor any of its Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens and Liens that would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect.

(p) Contracts .

(i) Section 3.1(p) of the Disclosure Letter contains a list of the following Contracts, correct, current and complete copies of which have been provided to Parent:

(A) any lease of real property by Eveready or any of its Subsidiaries, as tenant, with third parties providing for annual rentals of $750,000 or more;

(B) any Contract under which Eveready or any of its Subsidiaries is obliged to make payments on an annual basis in excess of $750,000 in the aggregate;

(C) any partnership, limited liability company agreement, joint venture, alliance agreement or other similar agreement or arrangement relating to the formation, creation, operation, management, business or control of any partnership or joint venture which is not a wholly-owned Subsidiary of Eveready and material to the business of Eveready and its Subsidiaries, and any agreement between any such partnership or joint venture and Eveready or any Subsidiary thereof;

(D) any Contract (other than among wholly-owned Subsidiaries of Eveready) under which Indebtedness for borrowed money in excess of $750,000 is outstanding or may be incurred by Eveready or any of its Subsidiaries or pursuant to which any property or asset of Eveready or any of its Subsidiaries is mortgaged, pledged or otherwise subject to a Lien (other than a Permitted Lien), or any Contract restricting the incurrence of Indebtedness by Eveready or any of its Subsidiaries or the incurrence of Liens (other than Permitted Liens) on any Properties or any securities of any Subsidiaries of Eveready or restricting the payment of dividends or the transfer of any Owned Real Properties;

(E) any Contract that purports to limit in any material respect the right of Eveready or any of its Subsidiaries (i) to engage in any line of business, or (ii) to compete with any Person or operate in any location;

(F) any Contract providing for the sale or exchange of, or option to sell or exchange, any Property with a fair market value in excess of $750,000, or for the purchase or exchange of, or option to purchase or exchange, any Property with a fair market value in excess of $750,000 entered into in the past 12 months or in respect of which the applicable transaction has not been consummated;

(G) any Contract entered into in the past 12 months or in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition, directly or indirectly (by amalgamation, merger or otherwise), of assets (other than Contracts referenced in clause (F) of this Section 3.1(p)(i)) or capital or other equity interests of another Person for aggregate consideration in excess of $750,000;

(H) any standstill or similar Contract currently restricting the ability of Eveready or any of its Subsidiaries to offer to purchase or purchase the assets or equity securities of another Person;

(I) any material Contract with any present or former director, officer or employee of Eveready or any of its Subsidiaries; and

(J) any Contract (other than Contracts referenced in clauses (A) through (I) of this Section 3.1(p)(i)) which has been filed by Eveready or any of its Subsidiaries with Securities Authorities and forming part of Eveready’s Public Disclosure Record (the Contracts described in clauses (A) through (J), together with all exhibits and schedules thereto, being the “ Material Contracts ”).

(ii) None of Eveready or any of its Subsidiaries or, to the knowledge of Eveready, any of the other parties thereto, is in breach or violation of, or default (in each case, with or without notice or lapse of time or both) under, any Material Contract and none of

Eveready or any of its Subsidiaries has received or given any notice of default under any Material Contract which remains uncured and, to the knowledge of Eveready, there exists no state of facts which after notice or lapse of time or both would constitute a default or breach of such Material Contracts. All Material Contracts are in good standing and in full force and effect without modification (written or oral) thereto and Eveready or one of its Subsidiaries is entitled to all benefits thereunder.

(iii) Except as has not and would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect, none of Eveready, any of its Subsidiaries or, to the knowledge of Eveready, any of the other parties thereto, is in breach or violation of, or default (in each case, with or without notice or lapse of time or both) under, any Contract (other than the Material Contracts) and none of Eveready or any of its Subsidiaries has received or given any notice of default under any such Contract which remains uncured, and, to the knowledge of Eveready, there exists no state of facts which after notice or lapse of time or both would constitute a default or breach of any such Contract.

(q) Permits . Eveready and each of its Subsidiaries has obtained and is in compliance with all Permits required by applicable Laws necessary to conduct their current businesses as they are now being conducted, other than where the absence of such Permits or the failure to comply would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect.

(r) Pension and Employee Benefits .

(i) Eveready and each of its Subsidiaries has complied, in all material respects, with the terms of all health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, share purchase, share compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies, agreements or arrangements which are maintained by or binding upon Eveready or such Subsidiary or in respect of which Eveready or any of its Subsidiaries has any actual or potential liability (including the Eveready Share Option Plan and the Eveready Deferred Share Plan) (collectively, the “ Eveready Plans ”) and with all applicable Laws relating thereto.

(ii) All of the Eveready Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between Eveready and/or any of its Subsidiaries, as the case may be, and their respective employees and former employees who are members of, or beneficiaries under, the Eveready Plans.

(iii) All current obligations of Eveready or any of its Subsidiaries regarding the Eveready Plans have been satisfied in all material respects, and no Taxes are owing or eligible under any of the Eveready Plans. All contributions or premiums required to be made or paid by Eveready or any of its Subsidiaries, as the case may be, under the terms of each Eveready Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws in all material respects and in accordance with the terms of the Eveready Plans.

(iv) Each Eveready Plan is insured or funded as may be required by applicable Law and in good standing with such Governmental Entities as may be applicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Eveready or any of its Subsidiaries from any such Governmental Entities. No Eveready Plan provides any non-pension post-retirement or post-employment benefits. None of the Eveready Plans are pension plans. None of Eveready or any of its Subsidiaries would incur any material withdrawal liability from withdrawing from any multiemployer plan. Eveready has an effective reservation of rights for each non-pension post-retirement or post-employment benefit plan which allows Eveready to amend or terminate such plan, subject to applicable Law.

(v) No Eveready Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits), and, to the knowledge of Eveready, there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Eveready Plan required to be registered or qualified.

(vi) None of the execution and delivery of this Agreement by Eveready or consummation of the Arrangement or compliance by Eveready with any of the provisions hereof will result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any director or employee of Eveready or any of its Subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Eveready Plan or restriction held in connection with an Eveready Plan.

(s) Compliance with Laws . Eveready and each of its Subsidiaries have complied, in all material respects, with and are not, in any material respect, in violation of any applicable Laws. None of Eveready or any of its Subsidiaries or, to the knowledge of Eveready, any of their respective directors, executives, representatives, agents or employees (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, (iv) has established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, or (v) has made any bribe, unlawful rebate, unlawful payoff, influence payment, kickback or other unlawful payment of any nature.

(t) Intellectual Property . (i) Eveready and its Subsidiaries own all right, title and interest in and to, or are validly licensed (and are not in material breach of such licenses) to use, all patents, trade-marks, trade names, service marks, copyrights, know-how, trade secrets, software, technology, and all other intellectual property and proprietary rights that are material to the conduct of the business, as presently conducted, of Eveready and its Subsidiaries taken as a whole (collectively, the “ Eveready Intellectual Property Rights ”); (ii) all such Eveready Intellectual Property Rights are sufficient for conducting the business, as presently conducted, of Eveready and its Subsidiaries taken as a whole; (iii) except as disclosed in section 3.1(t) of the Disclosure Letter, to the knowledge of Eveready, there are no adverse claims or agreements with respect to such Eveready Intellectual Property Rights and all such Eveready Intellectual Property

Rights are valid and enforceable and do not infringe in any material way upon any third parties’ intellectual property and proprietary rights, and no event will occur as a result of the transactions contemplated hereby that would render invalid or unenforceable any such Eveready Intellectual Property Rights; (iv) to the knowledge of Eveready, no third party is infringing upon such Eveready Intellectual Property Rights in any material respect; (v) all hardware, software and firmware, processed data, technology infrastructure and other computer systems used in connection with the conduct of the business, as presently conducted, of Eveready and its Subsidiaries taken as a whole (collectively, the “ Eveready Technology ”) are sufficient for conducting the business, as presently conducted, of Eveready and its Subsidiaries taken as a whole; (vi) Eveready and its Subsidiaries own or have validly licensed (and are not in material breach of such licenses) such Eveready Technology and have commercially reasonable virus protection and security measures in place in relation to such Eveready Technology; and (vii) Eveready and its Subsidiaries have reasonable back-up systems and a disaster recovery plan adequate to ensure the continuing availability of the functionality provided by the Eveready Technology, and have ownership of or a valid license to the Eveready Intellectual Property Rights necessary to allow them to continue to provide the functionality provided by the Eveready Technology in the event of any malfunction of the Eveready Technology or other form of disaster affecting the Eveready Technology. Section 3.1(t) of the Disclosure Letter sets forth the Eveready Intellectual Property Rights that are owned or licensed by Eveready or its Subsidiaries.

(u) Insurance. Eveready and its Subsidiaries maintain policies or binders of insurance as are listed in Section 3.1(u) of the Disclosure Letter. Section 3.1(u) of the Disclosure Letter contains a correct and complete description of all rights to indemnification now existing in favour of any present or former officer, director or employee of Eveready or any of its Subsidiaries or in favour of any other Person, other than those provided in the ordinary course of business. Except as would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect, Eveready and each of its Subsidiaries is covered by valid and currently effective insurance policies issued in favour of Eveready or any of its Subsidiaries that Eveready reasonably has determined to be prudent, taking into account the industries in which Eveready and its Subsidiaries operate, and as is sufficient to comply with applicable Law. Except as would not, individually or in the aggregate, reasonably be expected to have an Eveready Material Adverse Effect, with respect to each insurance policy issued in favour of Eveready or any of its Subsidiaries or pursuant to which Eveready

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