Common use of TABLE OF DEFINED TERMS Clause in Contracts

TABLE OF DEFINED TERMS. Agreement 1 Lease 1 Allocated Values 6 Leases 1 Assets 1 Marketable Title 8 Assignment 11 material 55 Assumed Obligations 42 Material Adverse Effect 55 Breach 55 Material Contract 22 Business Employees 31 Net Revenue Interest 9 Buyer 1 New Employee 31 Buyer’s Environmental Review 15 NORM 50 Casualty 50 Notice of Disagreement 37 Casualty Loss 51 Notification Date 7 CERCLA 17 OPA 17 Claims 45 Parent Guarantee 30 Closing 34 Parent Guarantor 1 Closing Date 34 Parties 1 COBRA 32 Party 1 Contracts 2 PDNP 6 Deposit 5 Permits 2 Documents 52 Permitted Encumbrances 11 DTPA 51 Plugging and Abandonment Obligations 44 Effective Time 7 Production Imbalances 7 Environmental Defect 17 Proprietary Seismic 30 Environmental Defect Value 17 PUD Locations 6 Environmental Information 16 Purchase Price 5 Environmental Laws 17 Purchase Price Allocations and Adjustments 36 Environmental Obligations 00 XXXX 00 Equipment 2 Records 3 Escrow Agent Termination Letter 39 Representatives 46 Excluded Assets 3 Retained Obligations 43 FERC 30 Sale-Leaseback Agreement 40 Final Settlement Date 37 Seller 1 Final Settlement Statement 36 Settlement Statement 36 Garfield Properties 3 Soft Consents 13 Gathering Assets 2 Special Mineral Deed 11 Governmental Authority 17 Special Warranty Deeds 11 Group Health Plan 31 Surface Agreements 2 Hard Consents 13 Tax 55 Hydrocarbons 1 Title Benefit 14 includes and including 54 Title Benefit Value 14 Independent Expert 19 Title Defect 8 Information 24 Title Defect Value 9 Interest 1 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Xxxxx 2 JPMorgan Chase Liens 13 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit 2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th day of September, 2014, by and between XXXX XXXXXXX CORPORATION, a Delaware corporation (“Seller”)), on the one hand, and VANGUARD OPERATING, LLC, a Delaware limited liability company (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent Guarantor”), on the other hand. Seller, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”

TABLE OF DEFINED TERMS. Agreement 1 Lease 1 Allocated Values 6 Leases 1 Assets 1 Marketable Title 8 Assignment 11 material 55 Assumed Obligations 42 Material Adverse Effect 55 Breach 55 Material Contract 22 Business Employees 31 Net Revenue Interest 9 Buyer 1 New Employee 31 Buyer’s Environmental Review 15 NORM 50 Casualty 50 Notice of Disagreement 37 Casualty Loss 51 Notification Date 7 CERCLA 17 OPA 17 Claims 45 Parent Guarantee 30 Closing 34 Parent Guarantor 1 Closing Date 34 Parties 1 COBRA 32 Party 1 Contracts 2 PDNP 6 Deposit 5 Permits 2 Documents 52 Permitted Encumbrances 11 DTPA 51 Plugging and Abandonment Obligations 44 Effective Time 7 Production Imbalances 7 Environmental Defect 17 Proprietary Seismic 30 Environmental Defect Value 17 PUD Locations 6 Environmental Information 16 Purchase Price 5 Environmental Laws 17 Purchase Price Allocations and Adjustments 36 Environmental Obligations 00 XXXX 00 44 Equipment 2 Records 3 Escrow Agent Termination Letter 39 Representatives 46 Excluded Assets 3 Retained Obligations 43 FERC 30 Sale-Leaseback Agreement 40 Final Settlement Date 37 Seller 1 Final Settlement Statement 36 Settlement Statement 36 Garfield Properties 3 Soft Consents 13 Gathering Assets 2 Special Mineral Deed 11 Governmental Authority 17 Special Warranty Deeds 11 Group Health Plan 31 Surface Agreements 2 Hard Consents 13 Tax 55 Hydrocarbons 1 Title Benefit 14 includes and including 54 Title Benefit Value 14 Independent Expert 19 Title Defect 8 Information 24 Title Defect Value 9 Interest 1 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Xxxxx 2 JPMorgan Chase Liens 13 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit Lease 1 Leases 1 Marketable Title 8 material 55 Material Adverse Effect 55 Material Contract 22 Net Revenue Interest 9 New Employee 31 NORM 50 Notice of Disagreement 37 Notification Date 7 OPA 17 Parent Guarantee 30 Parent Guarantor 1 Parties 1 Party 1 PDNP 6 Permits 2 Permitted Encumbrances 11 Plugging and Abandonment Obligations 44 Production Imbalances 7 Proprietary Seismic 30 PUD Locations 6 Purchase Price 5 Purchase Price Allocations and Adjustments 00 XXXX 00 Records 3 Representatives 46 Retained Obligations 43 Sale-Leaseback Agreement 40 Seller 1 Settlement Statement 36 Soft Consents 13 Special Mineral Deed 11 Special Warranty Deeds 11 vi Surface Agreements 2 Tax 55 Title Benefit 14 Title Benefit Value 14 Title Defect 8 Title Defect Value 9 Transition Services Agreement 29 Water Infrastructure 2 Xxxxx 2 Working Interest 9 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th day of September, 2014, by and between XXXX XXXXXXX CORPORATION, a Delaware corporation (“Seller”)), on the one hand, and VANGUARD OPERATING, LLC, a Delaware limited liability company (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent Guarantor”), on the other hand. Seller, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”

TABLE OF DEFINED TERMS. Adjusted Purchase Price 7 Excluded Assets 4 Aggregate Environmental Defect Threshold 44 Final Settlement Statement 59 Aggregate Indemnification Threshold 13 Financial Statements 50 Aggregate Title Threshold 38 Financing Sources 66 Agreement 1 Lease Governmental Authority 41 Asset 4 Hydrocarbons 2 Assets 4 Imbalance 60 Assignment 6 Indemnified Party 14 Assumed Obligations 18 Indemnifying Party 14 Business Day 10 Indemnity Amount 13 Buyer 1 Allocated Values 6 Independent Expert 46 Buyer Parties 12 Individual Indemnification Threshold 13 Buyer's Auditors 51 Internal Revenue Code 19 Buyer's Environmental Review 39 Knowledge of Seller 21 Casualty Loss 61 Leases 1 Assets 1 Claim Notice 14 Marketable Title 8 Assignment 11 material 55 Assumed Obligations 42 Material Adverse Effect 55 Breach 55 Material Contract 22 Business Employees 31 Claims 12 Net Mineral Acre 32 Closing 56 Net Revenue Interest 9 Buyer 1 New Employee 31 Buyer’s Environmental Review 15 NORM 50 Casualty 50 Notice of Disagreement 37 Casualty Loss 51 Notification Date 7 CERCLA 17 OPA 17 Claims 45 Parent Guarantee 30 Closing 34 Parent Guarantor 1 2 Closing Date 34 Parties 57 NORM 41 Closing Period Termination Date 13 NRI 2 Closing Statement 10 NRI APO 2 XXXXXXXX OIL & GAS, LP 1 COBRA 32 Party 1 Permitted Encumbrances 33 Xxxxxxxx Time Period 50 Personal Property 2 Consents 25 Preferential Rights 25 Contracts 2 PDNP 6 Purchase Price 7 Debt Commitment Letter 66 Records 3 Debt Financing 66 Representatives 64 Deposit 5 Permits 2 Documents 52 Permitted Encumbrances 11 DTPA 7 Restricted Area 49 Eagle 50 Restricted Period 49 Eagle Time Period 51 Plugging and Abandonment Retained Obligations 44 17 Effective Time 7 Production Imbalances 7 11 ROSETTA RESOURCES OPERATING LP 1 Environmental Defect 17 Proprietary Seismic 30 41 Sale Hydrocarbons 2 Environmental Defect Notice 42 SEC 50 Environmental Defect Value 17 PUD Locations 6 42 SEC Waiver 55 Environmental Information 16 Purchase Price 5 40 Seller 1 Environmental Laws 17 Purchase Price Allocations and Adjustments 36 Environmental Obligations 00 XXXX 00 Equipment 2 Records 41 Seller Parties 14 Equitable Limitations 21 Seller Policies 60 Escrow Account 7 Stock Hydrocarbons 3 Escrow Agent Termination Letter 39 Representatives 46 Excluded Assets 3 Retained Obligations 43 FERC 30 Sale-Leaseback 7 Surface Interests 2 Escrow Agreement 40 Final Settlement Date 37 Seller 1 Final Settlement Statement 36 Settlement Statement 36 Garfield Properties 3 Soft Consents 13 Gathering Assets 2 Special Mineral Deed 11 Governmental Authority 17 Special Warranty Deeds 11 Group Health Plan 7 Suspended Proceeds 6 Examination Period 31 Surface Agreements 2 Hard Consents 13 Tax 55 Hydrocarbons 1 Title Benefit 14 includes and including 54 38 Exchange Property 19 Title Benefit Notice 38 Title Benefit Value 14 Independent Expert 19 38 Transition Services Agreement 58 Title Benefit Values 46 Units 1 Title Benefits 46 Xxxxx 2 Title Defect 8 Information 24 31 WI 2 Title Defect Notice 34 WI APO 2 Title Defect Value 9 Interest 1 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Xxxxx 2 JPMorgan Chase Liens 13 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit 2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) ), dated March 14, 2013, is made and entered into this 15th day of September, 2014, by and between XXXX XXXXXXX CORPORATIONXXXXXXXX OIL & GAS, LP, a Delaware corporation Nevada limited partnership (“Seller”)), on the one handwhose address is 0000 Xxxx xxx Xxxxxxx Xxxx., Xxxxx 000, Xxxxxx, Xxxxx 00000, and VANGUARD OPERATING, LLCROSETTA RESOURCES OPERATING LP, a Delaware limited liability company partnership, whose address is 000 Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx 00000 (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent Guarantor”), on the other hand. Seller, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”

TABLE OF DEFINED TERMS. Accommodation Agreement 1 Lease 36 Additional Mineral Deeds 17 Agreement 1 Allocated Values 6 Leases 1 11 Assets 1 Marketable Title 8 Assignment 11 material 55 16 Assumed Obligations 42 Material Adverse Effect 55 51 Xxxxxxx 1 Breach 55 Material Contract 22 64 Business Employees 31 Net Revenue Interest 9 Employee 37 Buyer 1 New Employee 31 Buyer’s Environmental Review 15 21 Casualty 59 Casualty Loss 59 CBM Corp 1 CERCLA 23 Claims 54 Closing 40 Closing Date 40 COBRA 38 Contracts 7 Deep Rights 7 Deposit 10 Documents 60 DTPA 60 Effective Time 12 Environmental Defect 22 Environmental Defect Value 23 Environmental Information 22 Environmental Laws 23 Environmental Obligations 53 Equipment 7 Escrow Agent 17 Excluded Assets 7 Exhibit A 6 Exhibit X-0 Xxxxx 0 Xxxxxxx X-0 Lease 1 Exhibit A-1 Leases 1 Exhibit X-0 Xxxxx 0 Xxxxxxx X-0 Lease 3 Exhibit A-2 Leases 3 Exhibit X-0 Xxxxx 0 Xxxxxxx X-0 Lease 5 Exhibit A-3 Leases 5 Exhibit B 7 Final Settlement Date 43 Final Settlement Statement 43 Governmental Authority 23 Group Health Plan 37 Hard Consents 19 Hydrocarbons 6 includes and including 63 Independent Expert 25 Information 30 Interim Operating Expenses 41 Interim Settlement Statement 42 JPMorgan Chase Liens 18 knowledge 63 Lands 6 Laws 17 Lease 6 Leases 6 Marketable Title 13 Marketing Agreement 36 material 63 Material Adverse Effect 64 Material Contract 28 Net Revenue Interest 14 New Employee 37 NORM 50 Casualty 50 59 Notice of Disagreement 37 Casualty Loss 51 43 Notification Date 7 CERCLA 17 13 OPA 17 Claims 45 23 Parent Guarantee 30 Closing 34 36 Parent Guarantor 1 Closing Date 34 Parties 1 COBRA 32 Party 1 Contracts 2 PDNP 6 Deposit 5 11 Permits 2 Documents 52 7 Permitted Encumbrances 11 DTPA 51 17 Piceance Basin Assets 1 Piceance Equipment 2 Piceance Gathering Assets 2 Piceance Interest 2 Piceance Interests 2 Piceance JOA 35 Piceance Water Infrastructure 2 Piceance Xxxxx 2 Plugging and Abandonment Obligations 44 Effective Time 7 52 Powder River Assets 5 Powder River Equipment 5 Powder River Interest 5 Powder River Interests 5 Powder River Xxxxx 5 Production Imbalances 7 Environmental Defect 17 12 Proprietary Seismic 30 Environmental Defect Value 17 36 PUD Locations 6 Environmental Information 16 11 Purchase Price 5 Environmental Laws 17 10 Purchase Price Allocations and Adjustments 36 Environmental Obligations 00 XXXX 00 Equipment 2 Records 3 Escrow Agent Termination Letter 39 7 Representatives 46 Excluded Assets 3 54 Retained Obligations 43 FERC 30 52 Sale-Leaseback Agreement 40 Final Settlement Date 37 48 Seismic License 36 Seller 1 Final Settlement Statement 36 Settlement Statement 36 Garfield Properties 3 42 Shallow Rights 7 Soft Consents 13 Gathering Assets 2 Special Mineral Deed 11 Governmental Authority 17 Special Warranty Deeds 11 Group Health Plan 31 19 Surface Agreements 2 Hard Consents 13 7 Tax 55 Hydrocarbons 1 64 the base of Fort Union Formation 7 Third Party 49 Title Benefit 14 includes and including 54 20 Title Benefit Value 14 Independent Expert 19 20 Title Defect 8 Information 24 13 Title Defect Value 9 Interest 1 14 Transition Services Agreement 29 35 Xxxxxxx Office 4 Xxxxx 7 Wind River Assets 3 Wind River Equipment 4 Wind River Interest 3 Wind River Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 3 Wind River Proposal 49 Wind River Xxxxx 2 JPMorgan Chase Liens 13 4 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit 2 14 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th 31st day of SeptemberOctober, 20142012, by and between XXXX XXXXXXX CORPORATION, a Delaware corporation (“Xxxxxxx”) and XXXX XXXXXXX CBM CORPORATION, a Delaware Corporation (“CBM Corp” and, together with Xxxxxxx, collectively, “Seller”)), on the one hand, and VANGUARD ENCORE ENERGY PARTNERS OPERATING, LLC, a Delaware limited liability company (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent Guarantor”), on the other hand. SellerXxxxxxx, CBM Corp, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”

TABLE OF DEFINED TERMS. 2023 IFRS Audited Financial Statements 47, 48 Action 5 Affiliate 5 Aggregate Fully Diluted Company Shares 5 Agreed ListCo Board Composition 39 Agreed Total Converted ListCo Shares 5 Agreement 1 Lease 1 Allocated Values iii Alternative ListCo Transaction Proposal 44 Alternative Transaction Proposal 43 Amendment 4 Articles of Merger 14 Audited Financial Statements 19 Authorizations 18 Business 4 Business Day 5 Business Permits 20 BVI Companies Act 4 Cayman Companies Act 41 Class A Ordinary Share Merger Consideration 15 Closing 14 Closing Date 14 Closing Press Release 45 Code 5 Company iii Company Articles 5 Company Benefit Plans 22 Company Board 4 Company Disclosure Schedule 5 Company Employee 5 Company Founder 5 Company Lock-Up Parties 5 Company Parties 50 Company Redeemable Convertible Preferred Share 6 Company Shareholder Approval 6 Company Shareholders 6 Company Shares 6 Confidential Information 6 Consolidated VIEs 6 Contracts 6 Conversion Ratio 6 COVID-19 6 COVID-19 Measures 6 D&O Indemnified Parties 42 D&O Tail Policy 43 Data Security Requirements 6 Definitions 5 determination 44 Dissenting Shares 16 DPA 24 Effective Time 14 Enforceability Exceptions 17 Equity Securities 6 Exchange Act 7 Expenses 52 Federal Securities Laws 27 Financial Advisor 47 Financial Statements 19 Force Majeure 7 foreign private issuer 27 Form F-4 7 GAAP 7 Governmental Authority 7 Governmental Order 7 Group Company 7 HKFRS 20 HKIAC 52 IFRS 7 Indebtedness 7 Initial Listing Application 41 Intellectual Property 8 Intended Tax Treatment 4 Interim Financial Statements 19 Interim Period 35 IT Systems 8 Knowledge 8 Law 8 Leased Company Real Property 23 Leased ListCo Real Property 33 Leases 1 Assets 1 Marketable Title 23 Lien 8 Assignment 11 ListCo iii ListCo 20-Day VWAP 8 ListCo Affiliate 8 ListCo Benefit Plan 31 ListCo Board 4 ListCo Class A Ordinary Share 8 ListCo Class B Ordinary Share 8 ListCo Employees 31 ListCo Extraordinary General Meeting 42 ListCo Group Company 8 ListCo Impairment Effect 8 ListCo Leases 33 ListCo Major Shareholder 8 ListCo Meeting Change 42 ListCo Ordinary Share 8 ListCo Organizational Documents 9 ListCo Parties 50 ListCo Permits 28 ListCo Post-Closing M&AA 9 ListCo Shareholder Approval 9 ListCo Shareholders 9 Lock-up Agreement 4 material 55 Assumed Obligations 42 21 Material Adverse Effect 55 Breach 55 9 Material Contract ListCo Contracts 31 Merger 4 Merger Sub iii Most Recent Balance Sheet 19 Nasdaq 9 Non-Recourse Parties 53 Non-Recourse Party 53 OFAC 9 Organizational Documents 9 Owned Intellectual Property 9 Parties iii Party iii Permitted Liens 9 Permitted Purposes 44 Person 10 Personal Information 23 Plan of Merger 14 PRC 10 Process 10 Processed 10 Processing 10 Proxy Statement 41 Related Party 10 reorganization 44 Representative 10 Xxxxxxxx-Xxxxx Act 27 Schedules 10 SEC 10 SEC Reports 27 Securities Act 10 Securities Laws 10 Security Incident 10 Separation 4 Social Security Benefits 10 Software 11 Specified Contracts 21 Specified Representations 46 SpinCo 4 Subsidiary 11 Support Agreement 4 Support Agreements 4 Surviving Entity 14 Tax 11 Tax Return 11 Termination Date 49 Top Customers/Suppliers 21 Transaction Agreements 11 Transaction Litigation 40 Transactions iii Treasury Regulations 11 Unaudited Financial Statements 19 Unaudited FY2023 Financial Statements 19 VAT 22 Business Employees 31 Net Revenue Interest 9 Buyer 1 New Employee 31 Buyer’s Environmental Review 15 NORM 50 Casualty 50 Notice of Disagreement 37 Casualty Loss 51 Notification Date 7 CERCLA 17 OPA 17 Claims 45 Parent Guarantee 30 Closing 34 Parent Guarantor 1 Closing Date 34 Parties 1 COBRA 32 Party 1 Contracts 2 PDNP 6 Deposit 5 Permits 2 Documents 52 Permitted Encumbrances VIEs 11 DTPA 51 Plugging and Abandonment Obligations 44 Effective Time 7 Production Imbalances 7 Environmental Defect 17 Proprietary Seismic 30 Environmental Defect Value 17 PUD Locations 6 Environmental Information 16 Purchase Price 5 Environmental Laws 17 Purchase Price Allocations and Adjustments 36 Environmental Obligations 00 XXXX 00 Equipment 2 Records 3 Escrow Agent Termination Letter 39 Representatives 46 Excluded Assets 3 Retained Obligations 43 FERC 30 Sale-Leaseback Agreement 40 Final Settlement Date 37 Seller 1 Final Settlement Statement 36 Settlement Statement 36 Garfield Properties 3 Soft Consents 13 Gathering Assets 2 Special Mineral Deed 11 Governmental Authority 17 Special Warranty Deeds 11 Group Health Plan 31 Surface Agreements 2 Hard Consents 13 Tax 55 Hydrocarbons 1 Title Benefit 14 includes and including 54 Title Benefit Value 14 Independent Expert 19 Title Defect 8 Information 24 Title Defect Value 9 Interest 1 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Xxxxx 2 JPMorgan Chase Liens 13 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit 2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th day of September, 2014, by and between XXXX XXXXXXX CORPORATION, a Delaware corporation (“Seller”)), on the one hand, and VANGUARD OPERATING, LLC, a Delaware limited liability company (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent Guarantor”), on the other hand. Seller, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”Warrantors 11

TABLE OF DEFINED TERMS. Defined Term Page Acquisition Merger 1 Acquisition Merger Closing 1 Addendum Agreement 25 Affiliate 3 Agreement 1, 3 Amended and Restated Forward Purchase Agreements 3 Amended and Restated JS Forward Purchase Agreement 3 Amended and Restated Sponsor Affiliate Forward Purchase Agreement 3 Amended and Restated Warrant Agreement 4 Backstop Agreement 4 Business Combination Agreement 1 Lease Business Day 4 Commission 4 Company 1 Allocated Values 6 Leases Company Shareholders’ Agreement 1 Assets Company Support Agreement 2 Demand Registration 13 Demand Takedown 11 Demanding Holder 13 Demanding Holders 13 Effectiveness Period 18 Exchange Act 4 Form F-1 9 Form F-3 10 Holders 1 Marketable Title 8 Assignment 11 material 55 Assumed Obligations 42 Material Adverse Effect 55 Breach 55 Material Contract Indemnified Party 22 Business Employees 31 Net Revenue Interest 9 Buyer Indemnifying Party 22 Initial Demanding Holders 13 Initial Merger 1 Initial Merger Closing 1 Initial Merger Consideration 2 Investor 1 Investor Indemnified Party 21 Investors 1 JS Capital 4 Key Executive 4 Lock-Up Agreement 2 Maximum Number of Shares 14 Merger Sub 1 1 Merger Sub 2 1 New Employee 31 Buyer’s Environmental Review Registration Statement 11 Notices 25 Ordinary Shares 4 Other Registrable Securities 9 Permitted Entity 4 Piggy-Back Registration 15 NORM 50 Casualty 50 Notice of Disagreement 37 Casualty Loss 51 Notification Date PIPE Registration Statement 9 PIPE Registration Statement Cap 9 PIPE Securities 4 PIPE Subscription Agreements 5 Prior Agreement 1 Pro Rata 14 PubCo 1 PubCo Charter 5 PubCo Class A Ordinary Shares 5 PubCo Class B Ordinary Shares 5 PubCo Options 2 PubCo Restricted Shares 5 PubCo RSU Awards 5 PubCo Sponsor Warrants 5 PubCo Warrants 5 Register 5 Registered 5 Registrable Securities 5 Registration 5 Registration Statement 6 Requesting Holder 11 Requesting Holders 11 Resale Shelf Registration Statement 10 SEC Guidance 11 Securities Act 6 Selling Holders 12 Shareholder Merger Consideration 2 Side-by-Side Sponsor Subscription Agreement 6 SPAC 1 Sponsor 1 Sponsor Affiliate 6 Sponsor Commitment Shares 9 Sponsor Subscription Agreement 6 Transaction Form F-4 7 CERCLA 17 OPA 17 Claims 45 Parent Guarantee 30 Closing 34 Parent Guarantor 1 Closing Date 34 Parties 1 COBRA 32 Party 1 Contracts 2 PDNP 6 Deposit 5 Permits 2 Documents 52 Permitted Encumbrances 11 DTPA 51 Plugging and Abandonment Obligations 44 Effective Time Underwriter 7 Production Imbalances Underwritten Takedown 7 Environmental Defect 17 Proprietary Seismic 30 Environmental Defect Value 17 PUD Locations 6 Environmental Information 16 Purchase Price 5 Environmental Laws 17 Purchase Price Allocations and Adjustments 36 Environmental Obligations 00 XXXX 00 Equipment 2 Records 3 Escrow Agent Termination Letter 39 Representatives 46 Excluded Assets 3 Retained Obligations 43 FERC 30 Sale-Leaseback Warrant Agreement 40 Final Settlement Date 37 Seller 1 Final Settlement Statement 36 Settlement Statement 36 Garfield Properties 3 Soft Consents 13 Gathering Assets 2 Special Mineral Deed 11 Governmental Authority 17 Special Warranty Deeds 11 Group Health Plan 31 Surface Agreements 2 Hard Consents 13 Tax 55 Hydrocarbons 1 Title Benefit 14 includes and including 54 Title Benefit Value 14 Independent Expert 19 Title Defect 8 Information 24 Title Defect Value 9 Interest 1 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Xxxxx 2 JPMorgan Chase Liens 13 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit 2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th day of September, 2014, by and between XXXX XXXXXXX CORPORATION, a Delaware corporation (“Seller”)), on the one hand, and VANGUARD OPERATING, LLC, a Delaware limited liability company (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent Guarantor”), on the other hand. Seller, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”7

TABLE OF DEFINED TERMS. Accommodation Agreement 36 Leases 6 Additional Mineral Deeds 17 Marketable Title 13 Agreement 1 Lease 1 Marketing Agreement 36 Allocated Values 6 Leases 1 11 material 63 Assets 1 Marketable Title 8 Assignment 11 material 55 Assumed Obligations 42 Material Adverse Effect 55 Breach 55 64 Assignment 16 Material Contract 22 Business Employees 31 28 Assumed Obligations 51 Net Revenue Interest 9 Buyer 14 Xxxxxxx 1 New Employee 31 37 Breach 64 NORM 59 Business Employee 37 Notice of Disagreement 43 Buyer 1 Notification Date 13 Buyer’s Environmental Review 15 NORM 50 21 OPA 23 Casualty 50 Notice of Disagreement 37 59 Parent Guarantee 36 Casualty Loss 51 Notification Date 7 CERCLA 17 OPA 17 Claims 45 Parent Guarantee 30 Closing 34 59 Parent Guarantor 1 CBM Corp 1 Parties 1 CERCLA 23 Party 1 Claims 54 PDNP 11 Closing 40 Permits 7 Closing Date 34 Parties 1 40 Permitted Encumbrances 17 COBRA 32 Party 38 Piceance Basin Assets 1 Contracts 7 Piceance Equipment 2 PDNP 6 Deep Rights 7 Piceance Gathering Assets 2 Deposit 5 Permits 10 Piceance Interest 2 Documents 52 Permitted Encumbrances 11 60 Piceance Interests 2 DTPA 51 60 Piceance JOA 35 Effective Time 12 Piceance Water Infrastructure 2 Environmental Defect 22 Piceance Xxxxx 2 Environmental Defect Value 23 Plugging and Abandonment Environmental Information 22 Obligations 44 Effective Time 52 Environmental Laws 23 Powder River Assets 5 Environmental Obligations 53 Powder River Equipment 5 Equipment 7 Powder River Interest 5 Escrow Agent 17 Powder River Interests 5 Excluded Assets 7 Powder River Xxxxx 5 Exhibit A 6 Production Imbalances 7 Environmental Defect 17 12 Exhibit A-1 Lands 1 Proprietary Seismic 30 Environmental Defect Value 17 36 Exhibit A-1 Lease 1 PUD Locations 6 Environmental Information 16 11 Exhibit A-1 Leases 1 Purchase Price 5 Environmental Laws 17 Purchase 10 Exhibit X-0 Xxxxx 0 Xxxxxxxx Price Allocations and Exhibit A-2 Lease 3 Adjustments 36 Environmental Obligations 00 XXXX 00 Equipment 2 42 Exhibit A-2 Leases 3 RCRA 23 Exhibit A-3 Lands 5 Records 3 Escrow Agent Termination Letter 39 7 Exhibit A-3 Lease 5 Representatives 46 Excluded Assets 3 54 Exhibit A-3 Leases 5 Retained Obligations 43 FERC 30 52 Exhibit B 7 Sale-Leaseback Agreement 40 48 Final Settlement Date 37 Seller 1 43 Seismic License 36 Final Settlement Statement 36 43 Seller 1 Governmental Authority 23 Settlement Statement 36 Garfield Properties 3 Soft Consents 13 Gathering Assets 2 Special Mineral Deed 11 Governmental Authority 17 Special Warranty Deeds 11 42 Group Health Plan 31 37 Shallow Rights 7 Hard Consents 19 Soft Consents 19 Hydrocarbons 6 Surface Agreements 2 Hard Consents 13 Tax 55 Hydrocarbons 1 Title Benefit 14 7 includes and including 54 63 Tax 64 Independent Expert 25 the base of Fort Union Formation 7 Information 30 Third Party 49 Interim Operating Expenses 41 Title Benefit 20 Interim Settlement Statement 42 Title Benefit Value 14 Independent Expert 19 20 JPMorgan Chase Liens 18 Title Defect 8 Information 24 13 knowledge 63 Title Defect Value 9 Interest 1 14 Lands 6 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Laws 17 Xxxxxxx Office 4 Lease 6 Xxxxx 2 JPMorgan Chase Liens 13 7 Wind River Assets 3 Wind River Proposal 49 Wind River Equipment 4 Wind River Xxxxx 4 Wind River Interest 3 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit 2 14 Wind River Interests 3 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th 31st day of SeptemberOctober, 20142012, by and between XXXX XXXXXXX CORPORATION, a Delaware corporation (“Xxxxxxx”) and XXXX XXXXXXX CBM CORPORATION, a Delaware Corporation (“CBM Corp” and, together with Xxxxxxx, collectively, “Seller”)), on the one hand, and VANGUARD ENCORE ENERGY PARTNERS OPERATING, LLC, a Delaware limited liability company (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent Guarantor”), on the other hand. SellerXxxxxxx, CBM Corp, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”

TABLE OF DEFINED TERMS. Term Page Accounting Firm 11 Accounts Receivable 6 Affiliate 29 Agency Settlements 48 Aggregate Damage 37 Agreement 1 Lease 1 Allocated Values Assets 6 Leases 1 Assets 1 Marketable Title 8 Assignment 11 material 55 Assumed Obligations 9 Xxxx of Sale 3 Claim Notice 44 Closing 3 Closing Date 3 COBRA Coverage 33 Code 19 Commonly Controlled Entity 19 Confidential Information 32 Contract and Lease Consents 29 Contracts 6 Control 29 Damages 42 Disclosure Schedules 2 DMHMRSAS 22 Document Retention Period 38 EBITDA of the Hospital 12 Effective Time 3 Environmental Laws 20 ERISA 19 Escrow Agent 11 Escrow Agreement 4 Excluded Assets 8 Excluded Contracts 6 Excluded Liabilities 10 Execution Date 1 GAAP 10 Government Programs 7 Government Receivables 7 Governmental Approvals 4 Guaranteed Obligations 53 Guarantor 53 HIPAA 9 Hospital 1 Hospital Historical GAAP Principles 10 Indemnified Party 44 Indemnifying Party 44 Indemnity Notice 46 Independent Consultant 37 Inpatient Hospital 1 Interim Balance Sheet Date 14 Inventory 7 Knowledge of Purchaser 2 Knowledge of Seller 2 Leased Real Property 6 Leasehold Title Policy 30 Leases 6 Licenses 6 Material Adverse Change 2 Material Adverse Effect 55 Breach 55 2 Material Contract 22 Business Employees 31 15 Net Revenue Interest 9 Buyer 1 New Employee 31 Buyer’s Environmental Review 15 NORM 50 Casualty 50 Working Capital 10 Notice of Disagreement 37 Casualty Loss 51 Notification Date 7 CERCLA 17 OPA 17 Claims 45 Parent Guarantee Period 44 Objections 30 Closing 34 Parent Guarantor 1 Original Closing Date 34 Parties 1 COBRA 32 Party 1 Contracts 2 PDNP 37 Owned Real Property 6 Deposit 5 Permits 2 Documents 52 Owner’s Title Policy 30 Percentage Payment 12 Permitted Encumbrances 11 DTPA 51 Plugging and Abandonment Obligations 44 Effective Time 16 Person 30 Personal Property 6 Plan 00 Xxxxxx Xxxxx 1 Poplar Transitions 1 Poplar West 1 Power of Attorney 4 Prepaids 7 Production Imbalances 7 Environmental Defect 17 Proprietary Seismic 30 Environmental Defect Value 17 PUD Locations 6 Environmental Information 16 Purchase Agreement 53 Purchase Price 5 Environmental Laws 17 Purchase Price Allocations and Adjustments 36 Environmental Obligations 00 XXXX 00 Equipment 2 Purchaser 1 Purchaser’s Pre-Closing Covenants 43 Purchaser’s Surviving Covenants 43 Real Estate Lease Assignments 3 Real Estate Leases 6 Real Property 6 Receivable Records 3 Escrow Agent Termination Letter 39 Representatives 46 Excluded Assets 3 Retained Obligations 43 FERC 30 Sale-Leaseback Agreement 40 Final Settlement Date 37 8 Recovery Center 1 Relevant Claim 42 Required Consents 35 Seller 1 Final Settlement Statement 36 Settlement Statement 36 Garfield Properties 3 Soft Consents 13 Gathering Assets 2 Special Mineral Deed 11 Governmental Authority 17 Seller Cost Reports 31 Seller Parties 43 Seller’s Pre-Closing Covenants 42 Seller’s Surviving Covenants 42 Solvency 26 Special Warranty Deeds Deed 3 Submittal Date 38 Superseded Agreements 48 Survey 30 Survival Period 41 Third Party Claim 44 Title Commitment 30 Title Company 30 Title Instruments 30 Title Notice 30 Title Policies 30 Variable Payment 13 WARN Act 40 Working Capital Escrow Deposit 11 Group Health Plan 31 Surface Agreements 2 Hard Consents 13 Tax 55 Hydrocarbons 1 Title Benefit 14 includes and including 54 Title Benefit Value 14 Independent Expert 19 Title Defect 8 Information 24 Title Defect Value 9 Interest 1 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Xxxxx 2 JPMorgan Chase Liens 13 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit 2 ASSET PURCHASE AND SALE AGREEMENT This Asset Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th as of the 13th day of SeptemberMay, 2014, 2004 (the “Execution Date”) by and between XXXX XXXXXXX PSH ACQUISITION CORPORATION, a Delaware Virginia corporation (“Seller”)), on the one hand, and VANGUARD OPERATINGHHC POPLAR SPRINGS, LLCINC., a Delaware limited liability company Virginia corporation (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent GuarantorPurchaser”), on the other hand. Seller, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”

TABLE OF DEFINED TERMS. (not a part of the Agreement) Term Page Acquisition Proposal 35 Affiliate 61 Affiliated Group 61 Agreed Rate 4 Agreement 1 Lease Aircraft 25 Aircraft Documents 25 Auditors 4 Blue Sky Laws 8 Business 1 Allocated Values 6 Leases Business Day 61 CERCLA 19 Claim 55 Closing 1 Assets Closing Condition Consents 47 Closing Date 2 Closing Date Working Capital Schedule 3 Closing Statement 3 COBRA 15 Code 61 Company 1 Marketable Title 8 Assignment 11 material 55 Assumed Obligations 42 Company Common Stock 1 Company Employees 35 Company Financial Statements 9 Company Material Adverse Effect 55 Breach 55 6 Company Permits 9 Company Plans 14 Company Properties 21 Company Property 21 Confidentiality Agreement 33 Contract 61 Crew Member 26 Deductible Amount 52 Deed Reservations 62 Disclosure Letter 6 DOT 8 employee benefit plans 13 Environmental Action 18 Environmental Clean-up Site 19 Environmental Costs and Liabilities 19 Environmental Laws 19 Environmental Permit 19 ERISA 61 Expenses 50 FAA 8 FAR 9 Final Inventory 5 Fixed Wing Business 61 Fixed Wing Claim 61 Forms 42 GAAP 3 Government Actions 26 Government Contract 11 Governmental Entity 61 HSR Act 8 Intellectual Property 22 Intellectual Property Licenses 61 Inventory 61 Inventory Verification Period 5 IRS 14 Knowledge 62 Law 62 Lien 62 Litigation 62 Material Contract Contracts 10 Xxxxxxx Field Leashold Interest 45 Multiemployer Plan 14 Multiple Employer Plan 14 Order 62 Owned Properties 21 Owned Property 21 PBGC 15 PCBs 19 Permitted Liens 62 Person 62 Personal Property Leases 22 Business Employees 31 Net Revenue Interest 9 Buyer 1 New Employee 31 Buyer’s Environmental Review 15 NORM 50 Casualty 50 Notice of Disagreement 37 Casualty Loss 51 Notification Date 7 CERCLA 17 OPA 17 Claims 45 Parent Guarantee 30 Closing 34 Parent Guarantor 1 Closing Date 34 Parties 1 COBRA 32 Party 1 Contracts 2 PDNP 6 Deposit Preliminary Inventory 5 Permits 2 Documents 52 Permitted Encumbrances 11 DTPA 51 Plugging and Abandonment Obligations 44 Effective Time 7 Production Imbalances 7 Environmental Defect 17 Proprietary Seismic 30 Environmental Defect Value 17 PUD Locations 6 Environmental Information 16 Purchase Price 5 Environmental Laws 17 Purchase Price Allocations and Adjustments 1 Purchaser 1 Purchaser Damages 52 Purchaser Disclosure Letter 28 Purchaser Employee Benefit Plans 36 Environmental Obligations 00 XXXX 00 Purchaser Indemnitees 52 Purchaser Medical Plan 37 RCRA 19 Real Property Lease 21 Real Property Leases 21 Related Equipment 2 Records 3 Escrow Agent Termination Letter 39 62 Release 19 Representatives 46 Excluded Assets 3 Retained Obligations 43 FERC 30 Sale-Leaseback Agreement 40 Final Settlement Date 37 33 Rowan Marine 44 Section 338(h)(10) Election 42 Securities Act 29 Seller 1 Final Settlement Statement Seller Affiliated Group 63 Seller Damages 54 Seller Indemnitees 54 Shares 1 Stock Purchase 1 Straddle Period 39 Survival Period 51 Target Working Capital 3 Tax Proceeding 41 Tax Returns 63 Taxes 63 Terminating Purchaser Breach 49 Terminating Seller Breach 49 Termination Date 48 Title IV Plan 15 Transaction Documents 2 Transition Date 36 Settlement Statement 36 Garfield Properties 3 Soft Consents 13 Gathering Assets 2 Special Mineral Deed 11 Governmental Authority 17 Special Warranty Deeds 11 Group Health Plan 31 Surface Agreements 2 Hard Consents 13 Tax 55 Hydrocarbons 1 Title Benefit 14 includes and including 54 Title Benefit Value 14 Independent Expert 19 Title Defect 8 Information 24 Title Defect Value 9 Interest 1 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Xxxxx 2 JPMorgan Chase Liens 13 U of A 45 U of A Letter Agreement 45 Uncollected Accounts Receivable 3 USERRA 36 WARN 63 Working Interest 9 knowledge 55 Lands 1 Laws 11 Capital 3 Exhibit 2 10.1 STOCK PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement THIS STOCK PURCHASE AGREEMENT (this “Agreement”) ), dated as of October 14, 2004, is made and entered into this 15th day of September, 2014, by and between XXXX XXXXXXX CORPORATIONamong ROWAN COMPANIES, INC., a Delaware corporation (“Seller”), ERA AVIATION, INC., a Washington corporation (the “Company”), on the one hand, and VANGUARD OPERATING, LLCSEACOR HOLDINGS INC., a Delaware limited liability company corporation (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent GuarantorPurchaser”), on the other hand. Seller, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”

TABLE OF DEFINED TERMS. Agreement 1 Lease Interests 1 Allocated Values 6 Leases 1 Interim Operating Expenses 35 Assets 1 Marketable Title 8 JPMorgan Chase Liens 13 Assignment 11 material knowledge 55 Assumed Obligations 42 Material Adverse Effect 55 Lands 1 Breach 55 Material Contract 22 Laws 11 Business Employees 31 Net Revenue Interest 9 Lease 1 Buyer 1 New Employee 31 Leases 1 Buyer’s Environmental Review 15 Marketable Title 8 Casualty 50 material 55 Casualty Loss 51 Material Adverse Effect 55 CERCLA 17 Material Contract 22 Claims 45 Net Revenue Interest 9 Closing 34 New Employee 31 Closing Date 34 NORM 50 Casualty 50 COBRA 32 Notice of Disagreement 37 Casualty Loss 51 Contracts 2 Notification Date 7 CERCLA 17 Deposit 5 OPA 17 Claims 45 Documents 52 Parent Guarantee 30 Closing 34 DTPA 51 Parent Guarantor 1 Closing Date 34 Effective Time 7 Parties 1 COBRA 32 Environmental Defect 17 Party 1 Contracts 2 Environmental Defect Value 17 PDNP 6 Deposit 5 Environmental Information 16 Permits 2 Documents 52 Environmental Laws 17 Permitted Encumbrances 11 DTPA 51 Environmental Obligations 44 Plugging and Abandonment Obligations 44 Effective Time 7 Equipment 2 Production Imbalances 7 Environmental Defect 17 Escrow Agent Termination Letter 39 Proprietary Seismic 30 Environmental Defect Value 17 Excluded Assets 3 PUD Locations 6 Environmental Information 16 FERC 30 Purchase Price 5 Environmental Laws 17 Final Settlement Date 37 Purchase Price Allocations and Adjustments 36 Environmental Obligations Final Settlement Statement 00 XXXX 00 Equipment 2 Xxxxxxxx Properties 3 Records 3 Escrow Agent Termination Letter 39 Gathering Assets 2 Representatives 46 Excluded Assets 3 Governmental Authority 17 Retained Obligations 43 FERC 30 Group Health Plan 31 Sale-Leaseback Agreement 40 Final Settlement Date 37 Hard Consents 13 Seller 1 Final Hydrocarbons 1 Settlement Statement 36 Settlement Statement 36 Garfield Properties 3 includes and including 54 Soft Consents 13 Gathering Assets 2 Independent Expert 19 Special Mineral Deed 11 Governmental Authority 17 Information 24 Special Warranty Deeds 11 Group Health Plan 31 Interest 1 Surface Agreements 2 Hard Consents 13 Tax 55 Hydrocarbons 1 Title Benefit 14 includes and including 54 Title Benefit Value 14 Independent Expert 19 Title Defect 8 Information 24 Title Defect Value 9 Interest 1 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Xxxxx 2 JPMorgan Chase Liens 13 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit 2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th day of September, 2014, by and between XXXX XXXXXXX CORPORATION, a Delaware corporation (“Seller”)), on the one hand, and VANGUARD OPERATING, LLC, a Delaware limited liability company (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent Guarantor”), on the other hand. Seller, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”

TABLE OF DEFINED TERMS. Agreement 1 Lease and Leases 1 Allocated Values 6 Leases 1 Assets 1 Marketable Title 8 Assets 1 material 49 Assignment 11 material 55 Assumed Obligations 42 Material Adverse Effect 55 49 Assumed Obligations 40 Material Adverse Interference 8 Bank 5 NORM 45 Breach 55 Material Contract 22 Business Employees 31 Net Revenue Interest 9 50 Notice of Disagreement 35 Buyer 1 New Employee 31 OPA 17 Buyer’s Environmental Review 15 NORM 50 Casualty 50 Notice of Disagreement 37 Parties 1 Casualty Loss 51 Notification Date 7 46 Party 1 CERCLA 17 OPA 17 Claims 45 Parent Guarantee 30 Closing 34 Parent Guarantor 1 Closing Date 34 Parties 1 COBRA 32 Party 1 Contracts 2 PDNP 6 Deposit 5 Claims 41 Permits 2 Documents 52 Closing 33 Permitted Encumbrances 11 DTPA 51 Closing Date 33 Plugging and Abandonment Contracts 2 Obligations 44 40 Deposit 5 Post-Closing Production Month 31 Documents 46 Probable and/or Possible Locations 6 Effective Time 7 Production Imbalances 7 Environmental Defect 17 Proprietary Seismic 30 PUD Locations 6 Environmental Defect Value 17 PUD Locations 6 Environmental Information 16 Purchase Price 5 Environmental Laws 17 Examination Period 15 Purchase Price Allocations and Environmental Information 16 Adjustments 36 35 Environmental Laws 17 RCRA 17 Environmental Obligations 00 XXXX 00 41 Records 3 Equipment 2 Records 3 Escrow Agent Termination Letter 39 Representatives 46 41 Examination Period 8 Retained Obligations 40 Excluded Assets 3 Retained Obligations Seller 1 Expiration Date 43 FERC 30 Sale-Leaseback Agreement 40 SELLER’S REPRESENTATIONS 21 Facilities 2 Statement 35 Final Settlement Date 37 Seller 1 35 Subject Interests 2 Final Settlement Statement 36 Settlement Statement 36 Garfield Properties 3 Soft Consents 13 Gathering Assets 35 Surface Agreements 2 Special Mineral Deed 11 Governmental Authority 17 Special Warranty Deeds 11 Group Health Plan 31 Surface Agreements 2 Hard Consents 13 Tax 55 50 Hydrocarbons 1 Title Benefit 14 includes and including 54 49 Title Benefit Value 14 Independent Expert 19 Title Claim Date 9 Information 26 Title Defect 8 Information 24 Interim Operating Expenses 34 Title Defect Value 9 Interest knowledge or knowingly 49 Wachovia Liens 13 Lands 1 Transition Services Agreement 29 Interests 1 Water Infrastructure 2 Interim Operating Expenses 35 Xxxxx 2 JPMorgan Chase Liens 13 Working Interest 9 knowledge 55 Lands 1 Laws 11 Exhibit 2 12 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th 7th day of SeptemberJanuary, 20142010, by and between ST. XXXX XXXXXXX CORPORATIONXXXX & EXPLORATION COMPANY, a Delaware corporation (“Seller”)), on the one hand, and VANGUARD OPERATINGSEQUEL ENERGY PARTNERS, LP, a Delaware limited partnership, XXXXXX ENERGY PARTNERS, LLC, a Delaware limited liability company, and THREE FORKS ENERGY PARTNERS, LLC, a Delaware limited liability company (collectively, “Buyer”) ” and VANGUARD NATURAL RESOURCES, LLCindividually, a Delaware limited liability company (“Parent GuarantorParty Buyer”), on the other hand. Seller, Buyer and Parent Guarantor Seller are collectively referred to herein as the “Parties,” ”, and are sometimes referred to individually as a “Party.”