Common use of Plan of Arrangement Clause in Contracts

Plan of Arrangement. (a) The Parties agree to carry out the Arrangement pursuant to which (among other things) holders of Canetic Units shall receive, for each Canetic Unit held, 0.515 of a Penn West Unit, all as more particularly described in the Plan of Arrangement attached as Exhibit A hereto. (b) The Arrangement has been and shall continue to be structured: (i) to allow Canetic Unitholders to receive Penn West Units on a tax-deferred basis for Canadian and United States income tax purposes; and (ii) such that the issuance of the Penn West Units under the Arrangement qualifies for the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act. (c) Canetic and CRI shall, with assistance from and the participation of Penn West and PWPL, file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the Canetic Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement Resolution and related matters to be considered at the Canetic Meeting. (d) Provided all necessary approvals for the Arrangement Resolution are obtained from the Canetic Unitholders, Canetic and CRI shall, with assistance from and the participation of Penn West and PWPL, submit the Arrangement to the Court and apply for the Final Order. (e) Upon issuance of the Final Order and subject to the conditions precedent in Article 5, each of Penn West and PWPL on the one hand and Canetic and CRI on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed at the Closing Time 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 Subsection 193(9) of the ABCA, 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 Parties agree to carry out an arrangement under Section 193 of the Arrangement ABCA (the “Arrangement”), pursuant to which which: (among other thingsi) holders of Canetic Petrofund Units shall receive, for each Canetic Unit heldPetrofund Unit, 0.515 0.600 of a Penn West Unit (the “Exchange Ratio”); and (ii) holders of Petrofund Units and Penn West Units shall receive ExploreCo Common Shares on the basis of 0.20 of an ExploreCo Share for each Penn West Unit and 0.12 of an ExploreCo Share for each Petrofund Unit, all as more particularly described in the Plan of Arrangement attached as Exhibit A hereto.; and (b) The Arrangement has been and shall continue to be structured: (i) to allow Canetic Petrofund Unitholders to receive Penn West Units on a tax-deferred basis for Canadian and United States income tax purposes; and (ii) such that the issuance of the Penn West Units and the ExploreCo Common Shares under the Arrangement qualifies for the exemption from registration provided by Section 3(a)(10) of the U.S. United States Securities ActAct of 1933, as amended. Following the execution of this Agreement and prior to obtaining the Interim Order, the Parties acting reasonably and in good faith, shall agree to the terms of a plan of arrangement to implement the Arrangement (the “Plan of Arrangement”), having regard to relevant securities, corporate and trust laws, and regulatory, stock exchange and tax considerations, and shall amend and restate this Agreement to the extent necessary in order to achieve a mutually agreeable structuring of the Arrangement and to attach the Plan of Arrangement to this Agreement as a schedule hereto. (c) Canetic and CRI shall, with assistance from and the participation Each of Penn West and PWPL, PWPL on the one hand and Petrofund and PC on the other hand will jointly file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the Canetic Penn West Meeting and the Petrofund Meeting, which shall be held concurrently on the same date, if practicable, for the purpose of considering and, if deemed advisable, approving the Arrangement Merger Resolution and related the other matters to be considered at the Canetic Penn West Meeting and the Petrofund Meeting. (d) . Provided all necessary approvals for the Arrangement Merger Resolution are obtained from the Canetic Penn West Unitholders and the Petrofund Unitholders, Canetic and CRI shall, with assistance from and the participation each of Penn West and PWPL, PWPL on the one hand and Petrofund and PC on the other hand shall submit the Arrangement to the Court and jointly apply for the Final Order. (e) . Upon issuance of the Final Order and subject to the conditions precedent in Article 56, each of Penn West and PWPL on the one hand and Canetic Petrofund and CRI PC on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed at the Closing Time 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 Subsection 193(9) of the ABCA, 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 Parties agree to carry out the Arrangement pursuant to which (among other things) holders of Canetic Units each GLN Shareholder (other than those GLN Shareholders who have validly exercised Arrangement Dissent Rights) shall receive, for each Canetic Unit held1 GLN Share, 0.515 0.2601 of a Penn West Unitan Exito Consolidated Share (the "Exchange Ratio"). For greater certainty, all as more particularly described in the Plan event that the Exito Consolidation Resolution is not approved at the Exito Meeting or not completed prior to the Effective Time for any reason, then the Exchange Ratio shall be adjusted such that GLN Shareholders shall receive, for each 1 GLN Share, 0.5202 of Arrangement attached as Exhibit A heretoan Exito Share. (b) The Arrangement has been and shall continue to be structured: structured and carried out such that the exchange of securities pursuant to the Arrangement: (i) to allow Canetic Unitholders to receive Penn West Units on a tax-deferred basis for Canadian will be made in compliance with Applicable Securities Laws; and United States income tax purposes; and (ii) such that assuming the issuance of Arrangement Resolution is approved and the Penn West Units Final Order is obtained, will not require registration under the Arrangement qualifies for U.S. Securities Act, in reliance on the exemption from registration provided by Section section 3(a)(10) of the U.S. Securities Act. (c) Canetic and CRI shall, with assistance from and the participation of Penn West and PWPL, GLN will file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the Canetic GLN Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement Resolution and related matters to be considered at the Canetic GLN Meeting. (d) Provided all necessary approvals for the Arrangement Resolution are obtained from the Canetic UnitholdersGLN Shareholders and all necessary approvals for the Exito Shareholder Resolutions are obtained from the Exito Shareholders, Canetic and CRI Exito shall, with the cooperation and assistance from of GLN, complete the Exito Continuance and following the participation completion of Penn West the Exito Continuance, GLN shall, will the cooperation and PWPLassistance of Exito, submit the Arrangement to the Court and apply for the Final Order. (e) Upon issuance of the Final Order and subject to the satisfaction or waiver of the conditions precedent in Article 58, each of Penn West and PWPL on the one hand and Canetic and CRI on the other hand GLN shall execute and deliver such closing documents and instruments and forthwith proceed at the Closing Effective Time to file with the Articles of ArrangementRegistrar, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCAArrangement, 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. (f) The Parties shall use their commercially reasonable efforts to cause the Effective Date to occur on or about December 15, 2016 or as soon thereafter as reasonably practicable and in any event by the Outside Date.

Plan of Arrangement. Turbotak agrees that it shall, as soon as ------------------- reasonably practical, apply to the Ontario Court General Division (athe "Court") The Parties agree to carry out the Arrangement pursuant to which Section 182 of the Ontario Business Corporations Act, as amended (among other things) holders of Canetic Units shall receivethe "OBCA"), for each Canetic Unit held, 0.515 of a Penn West Unit, all as more particularly described an interim order in form and substance reasonably satisfactory to Sonic and Turbotak (the Plan of Arrangement attached as Exhibit A hereto. (b"Interim Order") The Arrangement has been and shall continue to be structured: (i) to allow Canetic Unitholders to receive Penn West Units on a tax-deferred basis for Canadian and United States income tax purposes; and (ii) such that the issuance of the Penn West Units under the Arrangement qualifies for the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act. (c) Canetic and CRI shall, with assistance from and the participation of Penn West and PWPL, file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of a special meeting of the Canetic Meeting holders of Common Shares and holders of Class B Shares of Turbotak (voting separately as two classes) for the purpose of considering and, if deemed advisable, approving a plan of arrangement involving Turbotak and Acquisition substantially in the Arrangement Resolution form attached as Exhibit 2.1 (the "Arrangement" or "Plan of Arrangement"), the principal terms of which include: 2.1.1. the designation and related matters authorization of a Class B Exchangeable Stock of Acquisition (the "Exchangeable Shares") that will have the rights, privileges and restrictions, and be subject to the conditions, set forth in Appendix A of the Plan of Arrangement; 2.1.2. an exchange of shares whereby each holder of outstanding Common Shares and Class B Shares of Turbotak shall receive a number of Exchangeable Shares equal to the product obtained by multiplying 8,200,000 by a fraction, the numerator of which is the number of Turbotak Common Shares or Class B Shares, as the case may be, owned by such holder at the Closing and the denominator of which is the total number of outstanding Turbotak Common Shares and Class B Shares at Closing (the "Total Turbotak Outstanding Shares"), each Exchangeable Shares to be considered thereafter exchangeable for Sonic Common Shares on a one-for-one basis (subject to certain adjustments pursuant to the Plan of Arrangement), at the Canetic Meeting.option of the holder, during the periods, at the times and subject to the conditions set forth in Article 2 of the Plan of Arrangement; (d) Provided all necessary approvals 2.1.3. Acquisition shall change its name to TurboSonic Canada, Inc. The foregoing is only a summary of the Plan of Arrangement. The terms, conditions and procedures for accomplishing the exchange of shares are set forth in the Plan of Arrangement Resolution are obtained from the Canetic Unitholders, Canetic and CRI shall, with assistance from and the participation Appendices thereto and the foregoing is qualified by reference thereto. If approval of Penn West and PWPLthe Plan of Arrangement by the shareholders of Turbotak is obtained, Turbotak shall promptly take the necessary steps to submit the Arrangement to the Court and apply for a final order approving the Arrangement (the "Final Order"). (e) Upon issuance of the Final Order and subject to the conditions precedent in Article 5, each of Penn West and PWPL on the one hand and Canetic and CRI on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed at the Closing Time 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 Subsection 193(9) of the ABCA, 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 Parties agree to carry out the Arrangement pursuant to which (among other things): (i) holders of Canetic Units Focus Unitholders shall receive, for each Canetic Focus Unit held, 0.515 0.425 of a Penn West an Enerplus Unit; and (ii) Focus Exchangeable LP Unitholders will not exchange Focus Exchangeable LP Units for Enerplus Units pursuant to the Arrangement, but following completion of the Arrangement such Focus Exchangeable LP Units will instead become exchangeable for Enerplus Units on the basis that each Focus Exchangeable LP Unit shall be exchangeable, for no additional consideration, into 0.425 of an Enerplus Unit in accordance with the terms of the Focus Exchangeable LP Unit Agreements; all as more particularly described in the Plan of Arrangement attached as Exhibit A hereto. (b) The Arrangement has been and shall continue to be structured: (i) to allow Canetic Focus Unitholders to receive Penn West Enerplus Units on a tax-deferred basis for Canadian and United States income tax purposes, unless a Focus Unitholder elects to have the exchange of their Focus Units for Enerplus Units pursuant to the Arrangement carried out on a taxable basis for Canadian federal income tax purposes; and (ii) such that the issuance of the Penn West Enerplus Units under the Arrangement qualifies for the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act. (c) Canetic Focus and CRI FET Resources shall, with assistance from and the participation of Penn West Enerplus and PWPLEnerMark, file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the Canetic Focus Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement Resolution and related matters to be considered at the Canetic Focus Meeting. (d) Provided all necessary approvals for the Arrangement Resolution are obtained from the Canetic UnitholdersFocus Securityholders, Canetic Focus and CRI FET Resources shall, with assistance from and the participation of Penn West Enerplus and PWPLEnerMark, submit the Arrangement to the Court and apply for the Final Order. (e) Upon issuance of the Final Order and subject to the conditions precedent in Article 5, each of Penn West Enerplus and PWPL EnerMark on the one hand and Canetic Focus and CRI FET Resources on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed at the Closing Time 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 Subsection 193(9) of the ABCA, 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.