THEREFORE , in consideration of the covenants herein contained and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Eveready Management Shareholder, Parent and Purchaser agree as follows.

ARTICLE 1
REPRESENTATIONS AND WARRANTIES

1.1           Eveready Management Shareholder Representations

Each Eveready Management Shareholder represents and warrants to Parent and Purchaser in respect of such Eveready Management Shareholder only and not any other Eveready Management Shareholder (and acknowledges that each of Parent and Purchaser is independently relying upon such representations and warranties in entering into the Acquisition Agreement) as follows:

(a)            The Eveready Common Shares and Eveready Options set forth opposite such Eveready Management Shareholder’s name on Schedule A to this Agreement represent all securities or rights to acquire securities of Eveready held of record or beneficially owned by such Eveready Management Shareholder (other than Eveready Deferred Shares, rights to unvested shares pursuant to Predecessor’s employee participation plan and Eveready Debentures), or over which such Eveready Management Shareholder has any voting power or dispositive power or other control or direction.  Except as described in the notes to Schedule A , such Eveready Management Shareholder is the sole legal and sole beneficial owner of, directly or indirectly, has sole voting power over, sole power of disposition of, sole control and sole direction over such Eveready Common Shares and Eveready Options, and sole power to agree to all of the matters set forth in this Agreement. Except as described in the notes to Schedule A , such Eveready Management Shareholder (or the respective affiliate of such Eveready Management Shareholder described in the notes to Schedule A ) has good and marketable title to such Eveready Common Shares and Eveready Options, free and clear of any and all liens, pledges, mortgages, charges, restrictions, security interests, encumbrances, adverse claims and demands or rights of others of any nature or kind.

(b)            Such Eveready Management Shareholder has the legal capacity to execute and deliver this Agreement and to perform his obligations under this Agreement.  This Agreement has been duly executed and delivered by such Eveready Management Shareholder, and assuming the due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of such Eveready Management Shareholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally and general principles of equity.

(c)            Such Eveready Management Shareholder has not previously granted or agreed to grant any proxy or other right to vote in respect of his Eveready Common Shares and Eveready Options or entered into any voting trust, nor any pooling or other

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agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to his Eveready Common Shares and Eveready Options except those which are no longer of any force or effect.

(d)            No Eveready Management Shareholder has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, requisition or transfer from such Eveready Management Shareholder of any of his Eveready Common Shares and Eveready Options, or any interest therein or right thereto, except pursuant to this Agreement and the Acquisition Agreement.

(e)            Neither the execution and delivery of this Agreement by such Eveready Management Shareholder, the performance by such Eveready Management Shareholder of his obligations hereunder, nor the compliance by such Eveready Management Shareholder with any of the provisions hereof will result in the creation of any lien or encumbrance on any of his Eveready Common Shares or Eveready Options or result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any contract or other document to which such Eveready Management Shareholder is a party or subject, or any judgment, decree, order, statute, law, rule or regulation applicable to such Eveready Management Shareholder.

(f)             There are no other obligations relating to the Eveready Common Shares and Eveready Options outstanding between such Eveready Management Shareholder or his Affiliates, on the one hand, and Eveready or its Subsidiaries, on the other hand.

(g)            There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of such Eveready Management Shareholder, threatened against such Eveready Management Shareholder or any of his properties that, individually or in the aggregate, could impair the ability of such Eveready Management Shareholder to perform his obligations under this Agreement.  There is no judgment, decree or order against such Eveready Management Shareholder that could prevent, enjoin, alter or delay such Eveready Management Shareholder from performing his obligations under this Agreement.

(h)            No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by the Eveready Management Shareholder in connection with the execution and delivery by the Eveready Management Shareholder of this Agreement and the completion of the matters contemplated by this Agreement.

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1.2           Parent and Purchaser Representations

Each of Parent and Purchaser hereby represents and warrants to each Eveready Management Shareholder (and acknowledges that the Eveready Management Shareholders are relying upon such representations and warranties) as follows:

(a)            It is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation.

(b)            It has the legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly executed and delivered by Parent or Purchaser, as applicable, and has been duly authorized by all necessary corporate action, and assuming the due authorization, execution and delivery by each Eveready Management Shareholder, this Agreement constitutes a legal, valid and binding obligation of Parent and Purchaser, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally and general principles of equity.

(c)            The execution, delivery and performance of this Agreement by Parent or Purchaser, as applicable, will not (i) constitute a violation of its articles of incorporation or by-laws, each as amended or (ii) constitute a violation of any Law applicable or relating to it or its businesses.

ARTICLE 2
EVEREADY MANAGEMENT SHAREHOLDER OBLIGATIONS

2.1           Restrictions on Transfers

(a)            Each Eveready Management Shareholder hereby irrevocably covenants in favour of Parent and Purchaser that, except as contemplated in this Agreement, such Eveready Management Shareholder will not: (i) sell, transfer, gift, assign, pledge, hypothecate, encumber or otherwise dispose of any of his Eveready Common Shares or Eveready Options or any additional common shares of Eveready in respect of which such Eveready Management Shareholder acquires direct or indirect legal or beneficial ownership or control or direction after the date hereof (the “ Additional Eveready Common Shares ”) or any additional options to acquire common shares of Eveready in respect of which he acquires direct or indirect legal or beneficial ownership or control or direction after the date hereof (the “ Additional Eveready Options ”), or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition, derivative transaction or effective economic disposition through cash settlement), or (ii) grant any proxies or powers of attorney, or deposit any of his Eveready Common Shares, Eveready Options, Additional Eveready Options or Additional Eveready Common Shares (collectively, the “ Owned Eveready Securities ”) into a voting trust or enter into a voting agreement, pooling agreement, understanding or arrangement with respect to such Owned Eveready Securities, without having

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first obtained the prior written consent of Parent, which consent may not be unreasonably withheld.

(b)            Notwithstanding the restrictions in 2.1(a) above, an Eveready Management Shareholder may transfer, sell or dispose of any Owned Eveready Securities to an “associate” or “affiliate” (each within the meaning of the Securities Act (Alberta)) of that Eveready Management Shareholder, provided, however, that prior to any such transfer, sale or disposition, the transferee shall agree with Parent and Purchaser, in form and on terms satisfactory to Parent and Purchaser, acting reasonably, to be bound by all of the provisions of this Agreement in the same manner as the Eveready Management Shareholder, and the Eveready Management Shareholder shall remain, with such transferee, jointly and severally liable for its and such transferee’s obligations under this Agreement.

2.2           Non-Solicitation

On the terms and subject to the conditions of this Agreement, each Eveready Management Shareholder hereby covenants and agrees in favour of Parent and Purchaser that the Eveready Management Shareholder shall:

(a)            not take any action of any kind which might, directly or indirectly, interfere with the successful completion of the Arrangement, including any action to (i) solicit, assist, initiate, facilitate or encourage (including by way of furnishing or providing access to any information or permitting any visit to any facilities or properties of Eveready or any of its Subsidiaries, or entering into any form of contract) the initiation of any inquiries, proposals or offers regarding an Acquisition Proposal, (ii) participate in any discussions or negotiations with any Person (other than Parent, Purchaser and their Affiliates) regarding an actual or potential Acquisition Proposal, (iii) influence the Eveready Board or any committee thereof to withdraw, amend, modify or qualify, or propose publicly to withdraw, amend, modify or qualify, in a manner adverse to Parent or Purchaser, the approval or recommendation of the Board or any committee thereof of the Acquisition Agreement or the Arrangement, (iv) accept, approve, endorse or recommend or remain neutral with respect to, or propose publicly to approve, endorse or recommend or remain neutral with respect to, any Acquisition Proposal, or (v) accept or enter into, or publicly propose to accept or enter into, any contract in respect of an Acquisition Proposal;

(b)            immediately terminate any existing solicitations, discussions or negotiations with any Person (other than Parent or Purchaser and their Affiliates) that has made, indicated any interest to make or may reasonably be expected to make, an Acquisition Proposal and cease to provide to any such Person any information, or access to any information, concerning Eveready or any of its Subsidiaries; and

(c)            promptly (and in any event within 24 hours) notify the CEO and/or CFO of Eveready of any proposal, inquiry, offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, or that could be reasonably

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expected to lead to an Acquisition Proposal, in each case received after the date hereof, of which the Eveready Management Shareholder becomes aware, or any amendments to the foregoing, any request for discussions or negotiations, any request for representation on the Board, or any request for non-public information relating to Eveready or any of its Subsidiaries in connection with an Acquisition Proposal, or for access to the properties, books or records of Eveready or any of its Subsidiaries by any Person that informs the Eveready Management Shareholder that it is considering making, or has made, an Acquisition Proposal or any amendment thereto; promptly provide to Parent a description of the material terms and conditions of any such Acquisition Proposal or, inquiry, offer or request, together with a copy of all documentation relating to any such Acquisition Proposal or inquiry, offer or request, the identity of the Person making such proposal, inquiry, offer or request, and any other details of the Acquisition Proposal, contract, documents or negotiations as Parent may reasonably request; and keep Parent informed of any change to the material terms of any such Acquisition Proposal or proposal, inquiry, offer or request.

2.3           Voting Rights

(a)            Subject to completion of a proxy as contemplated under this Agreement, each Eveready Management Shareholder agrees in favour of Parent and Purchaser that he will, to the extent permitted under applicable Securities Laws, vote (or cause to be voted) all Owned Eveready Securities at any meeting of the shareholders of Eveready, and in any action by written consent of the shareholders of Eveready: (i) in favour of the approval, consent, ratification and adoption of the Arrangement (and any actions required in furtherance thereof); or (ii) against any action that would impede, delay, interfere or discourage the Arrangement (including, for greater certainty, against (A) any Acquisition Proposal, (B) any merger, consolidation, business combination, sale of assets, amalgamation, arrangement, reorganization or recapitalization of Eveready, (C) any sale, lease or transfer of any significant part of the assets of Eveready, (D) any dissolution, liquidation or winding up of Eveready, (E) any action to remove or change any of the directors of Eveready, and (F) any material change in the capitalization of Eveready, or the corporate structure or charter of Eveready) (in each case where the relevant proposal does not have the express written agreement of Parent and Purchaser); and (iii) against any action that would result in any breach of any representation, warranty or covenant of Eveready in the Acquisition Agreement.

(b)            Upon the written request or direction of Parent or Purchaser, each Eveready Management Shareholder agrees in favour of Parent and Purchaser that such Eveready Management Shareholder shall promptly execute and deliver, and not revoke, a proxy appointing such Person or Persons as Parent or Purchaser may request or direct as proxy for such Eveready Management Shareholder, with full power of substitution, to attend, vote and otherwise act for and on behalf of such Eveready Management Shareholder in respect of all such matters that may come before any meeting of Eveready Shareholders relating to the Arrangement including any action that would impede, interfere or discourage the Arrangement

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and in such circumstances, the Eveready Management Shareholder will not be responsible for voting under Section 2.3(a).  If for any reason such proxy is invalid or not effective or is not delivered promptly after request is made, such Eveready Management Shareholder hereby unconditionally and irrevocably appoints Parent and Purchaser as attorney in fact for and on its behalf to act in respect of any such resolution in connection with any meeting of the Eveready Shareholders.

(c)            Each Eveready Management Shareholder agrees in favour of Parent and Purchaser that such Eveready Management Shareholder shall not, without the prior written consent of Parent and Purchaser, requisition or join in the requisition of any meeting of the securityholders of Eveready for the purpose of considering any resolution.

2.4           Additional Covenants of each Eveready Management Shareholder

Each Eveready Management Shareholder hereby undertakes in favour of Parent and Purchaser:

(a)            to not make any statements against the Arrangement or any aspect thereof and to not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, or varying such Arrangement or any aspect thereof;

(b)            to not do indirectly that which he may not do directly in respect of the restrictions on his rights with respect to such Eveready Management Shareholder’s Owned Eveready Securities pursuant to this Article 2, including, but not limited to, the sale of any direct or indirect holding company of such Eveready Management Shareholder or the granting of a proxy on any of such Eveready Management Shareholder’s Owned Eveready Securities of any direct or indirect holding company of such Eveready Management Shareholder which would have, indirectly, the effects prohibited by this Article 2;

(c)            to deposit all of such Eveready Management Shareholder’s Owned Eveready Securities, together with a duly completed Letter of Transmittal, with a depositary specified in t