Standard Contracts
UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2015 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta
The undersigned, Scotia Capital Inc. and RBC Dominion Securities Inc. (the "Co-Lead Underwriters"), together with CIBC World Markets Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Barclays Capital Canada Inc., Desjardins Securities Inc., Merrill Lynch Canada Inc., Peters & Co. Limited, AltaCorp Capital Inc., FirstEnergy Capital Corp., Macquarie Capital Markets Canada Ltd. and Raymond James Ltd. (collectively, the "Underwriters" and each, an "Underwriter"), understand that Baytex Energy Corp. (the "Corporation") proposes to issue and sell to the Underwriters 31,700,000 common shares in the capital of the Corporation (the "Firm Shares") pursuant to the Canadian Prospectus (as defined herein) and the U.S. Registration Statement (as defined herein) at a price of $17.35 per Firm Share (the "Offering").
