Common use of Plan of Arrangement Clause in Contracts

Plan of Arrangement. (a) The Parties agree to carry out the Arrangement in accordance with the Plan of Arrangement, substantially in the form and content of Exhibit B attached hereto, pursuant to which (among other things) Acquiror will acquire all of the Company Shares and the Company Shareholders shall receive, for each Company Share held, the Transaction Consideration. The Parties hereby covenant and agree, if and as required, to amend the Plan of Arrangement, as may be necessary or desirable in order to implement the transactions contemplated hereby. No certificates representing fractional shares of Acquiror Common Stock shall be issued under the Arrangement. In lieu of any fractional share of Acquiror Common Stock, each Company Shareholder otherwise entitled to a fractional interest in Acquiror Common Stock shall receive the nearest whole number of shares of Acquiror Common Stock (with fractions equal to exactly 0.5 being rounded up). (b) As soon as is reasonably practicable after the date of execution of this Agreement, the Company will file, proceed with and diligently prosecute, and Acquiror shall assist with, an application for an Interim Order on terms and conditions acceptable to Acquiror, acting reasonably, providing for, among other things, the calling and holding of the Company Meeting for the purpose of considering and approving the Arrangement Resolution at the Company Meeting. The Company shall not file the Interim Order without the prior approval of Acquiror, which shall not be unreasonably withheld or delayed. The Company shall provide Acquiror with reasonable opportunity to review and comment upon drafts of all material to be filed by the Company with the Court, the Registrar, or any securities regulatory authority in connection with the Arrangement (including the Proxy Circular) prior to the service (if applicable) and/or filing of that material and give reasonable consideration to such comments. The Company shall name Acquiror as a respondent to the application and the motion for the Interim Order and shall also provide to Acquiror on a timely basis copies of any court documents served on the Company or its counsel in respect of the application for the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to appeal the Final Order. (c) Subject to obtaining the approvals as contemplated by the Interim Order and as may be directed by the Court in the Interim Order, the Company shall, with the cooperation and assistance of Acquiror and subject to the terms of this Agreement, take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. (d) Upon issuance of the Final Order and subject to the conditions precedent in Article 7, each of the Parties shall execute and deliver such closing documents and instruments and forthwith proceed on the Effective Date to file the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Sections 292 and 294, if applicable, of the BCBCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any further act or formality.

Plan of Arrangement. (a) The Subject to the terms of this Agreement, the Parties agree to carry out the Arrangement in accordance with the Plan terms of Arrangement, substantially in the form and content of Exhibit B attached hereto, pursuant to which (among other things) Acquiror will acquire all of the Company Shares and the Company Shareholders shall receive, for each Company Share held, the Transaction Consideration. The Parties hereby covenant and agree, if and as required, to amend the Plan of Arrangement. The Parties agree that after the Agreement Date and prior to the date that the Interim Order is received the Parties, as may be necessary acting reasonably, shall continue to consider any amendments to the Plan of Arrangement proposed by the Other Party. To the extent that the Parties agree on any amendment to the Plan of Arrangement prior to receiving the Interim Order, the Parties shall amend or desirable in order amend and restate this Arrangement Agreement to implement provide for such amendments to the transactions contemplated hereby. No certificates representing fractional shares Plan of Acquiror Common Stock shall be issued under the Arrangement. In lieu of any fractional share of Acquiror Common Stock, each Company Shareholder otherwise entitled to a fractional interest in Acquiror Common Stock shall receive the nearest whole number of shares of Acquiror Common Stock (with fractions equal to exactly 0.5 being rounded up). (b) As soon as is reasonably practicable after the date of execution of this AgreementAgreement Date, but in any event by no later than July 27, 2018, Raging River will apply to the Company will fileCourt, proceed with and diligently prosecute, and Acquiror shall assist with, an application for an Interim Order on terms and conditions in a manner acceptable to AcquirorBaytex, acting reasonably, providing forfor the Interim Order and thereafter will diligently seek the Interim Order in cooperation with Baytex and, upon receipt thereof, Raging River will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provide, among other things, : (i) for the calling and holding of the Company Raging River Meeting, including the record date for determining the Persons to whom notice of the Raging River Meeting is to be provided and for the purpose of considering and approving manner in which such notice is to be provided; (ii) that the requisite approval for the Arrangement Resolution by Raging River Shareholders shall be at least 662/3% of the votes cast on the Arrangement Resolution by Raging River Shareholders present in person or represented by proxy at the Company Meeting. The Company shall not file Raging River Meeting and, if required by MI 61-101, minority approval after excluding the Interim Order without the prior approval of Acquiror, which shall not be unreasonably withheld or delayed. The Company shall provide Acquiror with reasonable opportunity to review and comment upon drafts of all material to be filed by the Company with the Court, the Registrar, or any securities regulatory authority in connection with the Arrangement (including the Proxy Circular) prior to the service (if applicable) and/or filing of that material and give reasonable consideration to such comments. The Company shall name Acquiror as a respondent to the application and the motion for the Interim Order and shall also provide to Acquiror on a timely basis copies of any court documents served on the Company or its counsel votes cast in respect of Raging River Shares held by those Persons whose votes are required to be excluded (such approval as described in this Subsection 2.1(b)(ii), the "Raging River Shareholders' Vote"); (iii) for the grant of Dissent Rights as provided for in the Plan of Arrangement and Interim Order; (iv) that the Raging River Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court; and (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to appeal the Final Order. (c) Subject to obtaining Provided all necessary approvals for the Arrangement Resolution are obtained from the Raging River Shareholders and all necessary approvals as contemplated by for the Interim Order and as may be directed by Share Issuance Resolution are obtained from the Court in the Interim OrderBaytex Shareholders, the Company Raging River shall, with as soon as reasonably practicable following the cooperation Raging River Meeting and assistance of Acquiror the Baytex Meeting but in any event not later than five (5) Business Days after the Arrangement Resolution and subject to the terms of this AgreementShare Issuance Resolution are passed, take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. (d) Upon As soon as reasonably practicable, but in any event no later than two (2) Business Days following the issuance of the Final Order Order, and subject to satisfaction or waiver of the conditions precedent set out in Article 75, each of Baytex on the Parties one hand and Raging River on the other hand, shall execute and deliver such closing documents and instruments and forthwith proceed on the Effective Date to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Sections 292 and 294, if applicable, Subsection 193(10) of the BCBCAABCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein in the Plan of Arrangement without any further act or formality.

Plan of Arrangement. (a) The Parties agree to carry out the Arrangement in accordance with the Plan of Arrangement, substantially in the form and content of Exhibit B attached hereto, pursuant to which (among other things) Acquiror will acquire all of the Company Shares and the Company each Crew Shareholder (other than those Crew Shareholders who have validly exercised Dissent Rights) shall receive, for each Company one (1) Crew Common Share held(including, the Transaction Consideration. The Parties hereby covenant and agreefor greater certainty, if and as required, Crew Common Shares issued pursuant to amend the Plan of Arrangement, as may be necessary or desirable Section 2.6) a Purchaser Share in order to implement the transactions contemplated hereby. No certificates representing fractional shares of Acquiror Common Stock shall be issued under the Arrangement. In lieu of any fractional share of Acquiror Common Stock, each Company Shareholder otherwise entitled to a fractional interest in Acquiror Common Stock shall receive the nearest whole number of shares of Acquiror Common Stock (with fractions an amount equal to exactly 0.5 being rounded up)the Share Exchange Ratio. (b) As soon as is reasonably practicable after The Arrangement has been and shall continue to be structured such that on the date of execution of this Agreement, Effective Date the Company will file, proceed with and diligently prosecute, and Acquiror shall assist with, an application for an Interim Order on terms and conditions acceptable to Acquiror, acting reasonably, providing for, among other things, the calling and holding issuance of the Company Meeting for Purchaser Shares issuable to the purpose of considering Crew Shareholders under the Arrangement (i) will be made in compliance with Applicable Canadian Securities Laws; and approving (ii) assuming the Arrangement Resolution at the Company Meeting. The Company shall not file the Interim Order without the prior approval of Acquiror, which shall not be unreasonably withheld or delayed. The Company shall provide Acquiror with reasonable opportunity to review is approved and comment upon drafts of all material to be filed by the Company with the Court, the Registrar, or any securities regulatory authority in connection with the Arrangement (including the Proxy Circular) prior to the service (if applicable) and/or filing of that material and give reasonable consideration to such comments. The Company shall name Acquiror as a respondent to the application and the motion for the Interim Order and shall also provide to Acquiror on a timely basis copies of any court documents served on the Company or its counsel in respect of the application for the Final Order or any appeal therefrom is obtained, will not require registration under the U.S. Securities Act, in reliance on the Section 3(a)(10) Exemption and under applicable state securities laws in reliance upon exemptions under applicable state securities laws. Each Party agrees to act in good faith, consistent with the intent of any notice, whether written or oral, received by the Company indicating any intention to appeal Parties and the Final Orderintended treatment of the Arrangement as set forth in this Section 2.1(b). (c) Subject The Plan of Arrangement may be amended in accordance with Section 7.2. On the Closing Date, unless another time or date is agreed to obtaining the approvals as contemplated in writing by the Interim Order Parties, the Parties will complete the Arrangement (the "Effective Date") and the Arrangement shall become effective at the Effective Time whereupon the steps comprising the Plan of Arrangement will be deemed to occur in the order, at the times, and in the manner set forth therein. The closing of the transactions contemplated hereby will take place electronically or in such manner or at such location as may be directed agreed upon by the Court in the Interim OrderParties, the Company shall, with the cooperation and assistance of Acquiror and subject to the terms of this Agreement, take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Orderacting reasonably. (d) Upon issuance of the Final Order and subject to the conditions precedent in Article 7, each of the The Parties shall execute and deliver such closing documents and instruments and forthwith proceed on use their commercially reasonable efforts to cause the Effective Date to file occur on or about October 1, 2024 or as soon thereafter as reasonably practicable and in any event by the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Sections 292 and 294, if applicable, of the BCBCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any further act or formalityOutside Date.

Plan of Arrangement. (a) The Parties agree to carry out the Arrangement in accordance with the Plan of Arrangement, substantially in the form and content of Exhibit B attached hereto, pursuant to which (among other things) Acquiror will acquire all of the Company Shares and the Company Shareholders shall receive, for each Company Share held, the Transaction Consideration. The Parties hereby covenant and agree, if and as required, to amend the Plan of Arrangement, as may be necessary or desirable in order to implement the transactions contemplated hereby. No certificates representing fractional shares of Acquiror Common Stock shall be issued under the Arrangement. In lieu of any fractional share of Acquiror Common Stock, each Company Shareholder otherwise entitled to a fractional interest in Acquiror Common Stock shall receive the nearest whole number of shares of Acquiror Common Stock (with fractions equal to exactly 0.5 being rounded up). (b) As soon as is reasonably practicable after the date of execution of this Agreement, the Company will forthwith jointly file, proceed with and diligently prosecute, and Acquiror shall assist with, prosecute an application for an Interim Order on terms and conditions acceptable to Acquiror, acting reasonably, providing for, among other things, the calling and holding of the Company VEGN Meeting for the purpose of considering and and, if deemed advisable, approving the Arrangement Resolution at and upon receipt thereof, the Company Meeting. The Company shall not file Parties will forthwith carry out the terms of the Interim Order without to the prior approval of Acquiror, which shall not be unreasonably withheld or delayedextent applicable to it. The Company shall provide Acquiror with reasonable opportunity to review and comment upon drafts of Provided all material to be filed by necessary approvals for the Company with Arrangement Resolution are obtained from the CourtVEGN Shareholders, the Registrar, or any securities regulatory authority in connection with the Arrangement (including the Proxy Circular) prior to the service (if applicable) and/or filing of that material and give reasonable consideration to such comments. The Company Parties shall name Acquiror as a respondent to the application and the motion for the Interim Order and shall also provide to Acquiror on a timely basis copies of any court documents served on the Company or its counsel in respect of the application for the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to appeal the Final Order. (c) Subject to obtaining the approvals as contemplated by the Interim Order and as may be directed by the Court in the Interim Order, the Company shall, with the cooperation and assistance of Acquiror and subject to the terms of this Agreement, take all steps necessary or desirable to jointly submit the Arrangement to the Court and to apply for the Final Order. (d) . Upon issuance of the Final Order and subject to the conditions precedent in Article 75, each of the Parties Plant&Co shall execute and deliver such closing documents and instruments and forthwith proceed on the Effective Date to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Sections 292 and 294, if applicable, of the BCBCAArrangement Provisions, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any further act or formality. The Parties acknowledge that Plant&Co will not seek approval for the Arrangement from its existing convertible securityholders at the VEGN Meeting. As a result, the rights of the convertible securityholders of Plant&Co in effect as at the Record Date (the “Eligible Convertible Securities”) will not be varied by the Plan of Arrangement and will continue to exist and be governed by their existing terms, which include Plant&Co’s incentive stock option plan, a warrant indenture and certain outstanding warrant certificates. Spinco acknowledges that the convertible security holders of Plant&Co as at the Record Date may have rights to receive Spinco Shares upon the due exercise of their Eligible Convertible Securities pursuant to the terms of their governing documents. Spinco acknowledges and agrees that it will grant the equivalent number of Spinco Share upon the due exercise of the Eligible Convertible Securities by the holders thereof, being the number of VEGN Shares issued multiplied by the Conversion Factor without any payment from such holder or from VEGN, and will otherwise undertake all such actions as are required by Spinco to ensure compliance by Plant&Co with the terms of the Eligible Convertible Securities.

Plan of Arrangement. (a) The Parties agree to carry out the Arrangement in accordance with the Plan of Arrangement, substantially in the form and content of Exhibit B attached hereto, pursuant to which (among other things) Acquiror through ExchangeCo will acquire all of the Company Shares and the Company Shareholders shall receive, for each Company Share held, the Transaction Consideration. The Parties hereby covenant and agree, if and as required, to amend the Plan of Arrangement, as may be necessary or desirable in order to implement the transactions contemplated hereby. No certificates representing fractional shares of Acquiror Common Stock shall be issued under in this Agreement in accordance with the Arrangement. In lieu of any fractional share of Acquiror Common Stock, each Company Shareholder otherwise entitled to a fractional interest terms set forth in Acquiror Common Stock shall receive the nearest whole number of shares of Acquiror Common Stock (with fractions equal to exactly 0.5 being rounded up)this Agreement. (b) As soon as is reasonably practicable after the date of execution of this Agreement, the Company will file, proceed with and diligently prosecute, and Acquiror shall assist with, an application for an Interim Order on terms and conditions acceptable to Acquiror, acting reasonably, providing for, among other things, the calling and holding of the Company Meeting for the purpose of considering and approving the Arrangement Resolution at the Company Meeting. The Company shall not file the Interim Order without the prior approval of Acquiror, which shall not be unreasonably withheld or delayed. The Company shall provide Acquiror with reasonable opportunity to review and comment upon drafts of all material to be filed by the Company with the Court, the Registrar, or any securities regulatory authority in connection with the Arrangement (including the Company’s Proxy Circular) prior to the service (if applicable) and/or filing of that material and give reasonable consideration to such comments. The Company shall name Acquiror as a respondent to the application and the motion for the Interim Order and shall also provide to Acquiror on a timely basis copies of any court documents served on the Company or its counsel in respect of the application for the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to appeal the Final Order. (c) Subject to obtaining the approvals as contemplated by the Interim Order and as may be directed by the Court in the Interim Order, the Company shall, with the cooperation and assistance of Acquiror and subject to the terms of this Agreement, take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. (d) Upon issuance of the Final Order and subject to the conditions precedent in Article 7, each of the Parties shall (and shall cause their respective Subsidiaries to) execute and deliver such closing documents and instruments and forthwith proceed on the Effective Date to file the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Sections 292 and 294, if applicable, subsection 193(10) of the BCBCAABCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any further act or formality.