Purchase Agreement (April 28th, 2017)

The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the Indenture), among the Company, the Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee (the Trustee). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the Depositary) pursuant to a letter of representations and the riders thereto, to be dated on or before the Closing Date (the DTC Agreement), among the Company and the Depositary.

Exchange Agreement (August 4th, 2016)

This letter agreement ("Agreement") sets forth the terms and conditions upon which Bill Barrett Corporation, a Delaware corporation ("Company"), will issue the number of shares (the "Shares") of Company's Common Stock, par value $0.001 per share ("Common Stock"), indicated on the signature page hereof to each holder indicated on the signature page hereof (each, a "Holder"), in exchange for the aggregate principal amount of the Company's debt securities (the "Exchanged Notes") identified on the signature page hereof.