0001279495-18-000051 Sample Contracts

AMENDED AND RESTATED ARRANGEMENT AGREEMENT BETWEEN BAYTEX ENERGY CORP. -AND- RAGING RIVER EXPLORATION INC.
Arrangement Agreement • July 10th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta

WHEREAS Baytex and Raging River entered into this agreement on June 17, 2018 with the intent 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";

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AREA OF EXCLUSION AGREEMENT
Area of Exclusion Agreement • July 10th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta

In consideration of the payment of $10.00 and other good and valuable consideration provided by Baytex and Raging River to the Insider, including securities issuable by Baytex to the Insider pursuant to the Arrangement and certain cash payments made by Raging River at the Effective Time in connection with the Arrangement (the receipt and sufficiency of which is hereby acknowledged for all purposes by the Insider), the parties hereto agree as follows:

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