ARRANGEMENT AGREEMENT BETWEEN BAYTEX ENERGY CORP. -AND- RAGING RIVER EXPLORATION INC.Arrangement Agreement • June 28th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta
WHEREAS Baytex and Raging River intend to carry out the transactions contemplated herein by way of an arrangement under section 193 of the Business Corporations Act (Alberta), on the terms and subject to the conditions set out in the Plan of Arrangement attached hereto as Schedule "A";
SCHEDULE "C" FORM OF BAYTEX SUPPORT AGREEMENTSupport Agreement • June 28th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta
Baytex and/or Raging River, which Baytex and/or Raging River has the right, in its sole discretion, to waive in whole or in part, or to rely on in connection with termination of the Arrangement Agreement and this letter agreement and their respective obligations to complete the Arrangement. Further, the Shareholder acknowledges and agrees that the Arrangement Agreement may be amended or amended and restated and any such amendment or amendment and restatement shall not in any way affect the obligations of the Shareholder hereunder. By executing this letter agreement, the Shareholder understands and acknowledges that Raging River is entering into the Arrangement Agreement in reliance on the Shareholder's execution and delivery of this letter agreement and the terms contained herein, and in consideration for Raging River entering into the Arrangement Agreement with Baytex, each of Raging River and the Shareholder hereby agrees to be bound by the terms set forth herein.
SCHEDULE "B" FORM OF RAGING RIVER SUPPORT AGREEMENTSupport Agreement • June 28th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta
Reference is made to the arrangement agreement dated on or about June 17, 2018 (the "Arrangement Agreement") between Baytex Energy Corp. ("Baytex") and Raging River Exploration Inc. ("Raging River") pursuant to which, among other things, Baytex has agreed to directly or indirectly purchase all of the issued and outstanding common shares in the capital of Raging River ("Raging River Shares") (including all of the Raging River Shares issued upon the exercise or surrender of the outstanding options to acquire Raging River Shares granted under the incentive stock option plans of Raging River ("Raging River Options") and upon the vesting of the outstanding restricted share unit awards ("Raging River Restricted Awards") and performance share unit awards ("Raging River Performance Awards" and, together with the Raging River Options and Raging River Restricted Awards, collectively the "Raging River Rights") under the restricted and performance award plan of Raging River) for the consideration
