Vanguard Natural Resources, LLC Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 27th, 2017 • Vanguard Natural Resources, Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”), dated as of [●], 2017 is by and among Vanguard Natural Resources, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR] (the “Indemnitee”).

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Second Amended and Restated Credit Agreement Dated as of August 31, 2009 among VANGUARD NATURAL GAS, LLC, as Borrower, CITIBANK, N.A., as Administrative Agent, and The Lenders Party Hereto Co-Lead Arranger, Sole Bookrunner and Co- Syndication Agent...
Credit Agreement • September 1st, 2009 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 31, 2009, is among VANGUARD NATURAL GAS, LLC, a limited liability company duly formed and existing under the laws of the Commonwealth of Kentucky (the "Borrower"); each of the Lenders from time to time party hereto; and CITIBANK, N.A. (in its individual capacity, "Citibank"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").

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Fourth Amended And Restated Credit Agreement
Credit Agreement • August 2nd, 2017 • Vanguard Natural Resources, Inc. • Crude petroleum & natural gas • New York
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VANGUARD NATURAL RESOURCES, LLC VNR FINANCE CORP. as Issuers, any Subsidiary Guarantors party hereto, and as Trustee INDENTURE Dated as of April 4, 2012 Debt Securities
Indenture • April 4th, 2012 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York

THIS INDENTURE dated as of April 4, 2012 is among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp. (“Finance Corp.,” and together with the Company, the “Issuers”), any Subsidiary Guarantors (as defined herein) party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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VANGUARD NATURAL RESOURCES, LLC VNR FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 7.0% SENIOR SECURED SECOND LIEN NOTES DUE 2023 U.S. BANK NATIONAL ASSOCIATION as Trustee and Collateral Trustee INDENTURE Dated as of February 10, 2016
Indenture • February 17th, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York

This INDENTURE is dated as of February 10, 2016 (this “Indenture”) among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 2nd, 2017 • Vanguard Natural Resources, Inc. • Crude petroleum & natural gas • New York

This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of August 1, 2017, by and among Vanguard Natural Resources, Inc., a Delaware corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto.

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Form of Senior Indenture] VANGUARD NATURAL RESOURCES, LLC VNR FINANCE CORP. as Issuers, any Subsidiary Guarantors party hereto, and as Trustee INDENTURE Dated as of ____________ Debt Securities
Indenture • July 16th, 2010 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas

THIS INDENTURE dated as of ___________ is among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp. (“Finance Corp.,” and together with the Company, the “Issuers”), any Subsidiary Guarantors (as defined herein) party hereto and [____________________], a __________________, as trustee (the “Trustee”).

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Form of Subordinated Indenture] VANGUARD NATURAL RESOURCES, LLC VNR FINANCE CORP. as Issuers, any Subsidiary Guarantors party hereto, and as Trustee INDENTURE Dated as of ____________ Debt Securities
Subordinated Indenture • July 16th, 2010 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas

THIS INDENTURE dated as of ___________ is among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp. (“Finance Corp.,” and together with the Company, the “Issuers”), any Subsidiary Guarantors (as defined herein party hereto and [____________________], a __________________, as trustee (the “Trustee”).

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AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT
Collateral Trust Agreement • August 2nd, 2017 • Vanguard Natural Resources, Inc. • Crude petroleum & natural gas • New York

This Amended and Restated Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of August 1, 2017 and is by and among Vanguard Natural Resources, Inc. (f/k/a VNR Finance Corp.) (the “Company”), the Grantors and Guarantors from time to time party hereto, Delaware Trust Company, as Trustee (as defined below), Delaware Trust Company, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”) and any Parity Lien Representative of a Series of Parity Lien Debt that executes and delivers a Collateral Trust Joinder.

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Underwriting Agreement
Underwriting Agreement • September 15th, 2014 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York

Vanguard Natural Resources, LLC, a limited liability company organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, 4,000,000 7.75% Series C Cumulative Redeemable Perpetual Preferred Units (the “Preferred Units”). The Preferred Units to be issued and sold to the Underwriters as set forth on Schedule II hereto are hereinafter collectively referred to as the “Underwritten Units.” The Company also proposes to grant to the Underwriters an option to purchase up to 600,000 additional Preferred Units to cover over-allotments (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the “Units”).

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PURCHASE AND SALE AGREEMENT BETWEEN BILL BARRETT CORPORATION AS SELLER AND VANGUARD OPERATING, LLC AS BUYER AND VANGUARD NATURAL RESOURCES, LLC AS PARENT GUARANTOR Dated: September 15, 2014
Purchase and Sale Agreement • September 16th, 2014 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Colorado

This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 15th day of September, 2014, by and between BILL BARRETT 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.”

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD NATURAL RESOURCES, LLC
Limited Liability Company Agreement • November 2nd, 2007 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD NATURAL RESOURCES, LLC, dated as of October 29, 2007 is entered into by and among Majeed S. Nami, Majeed S. Nami Irrevocable Trust dated 11. January 2007, Majeed S. Nami Personal Endowment Fund dated 11. January 2007, Nami Capital Partners, LLC, Scott W. Smith, Richard A. Robert, LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P., a Delaware limited partnership, THIRD POINT PARTNERS LP, a Delaware limited partnership, THIRD POINT PARTNERS QUALIFIED LP, a Delaware limited partnership, BLRTQS Partner, a general partnership, Britt Pence, Patty Avila-Eady together with any other Persons who hereafter become Members in Vanguard Natural Resources, LLC or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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Base Contract for Sale and Purchase of Natural Gas
Base Contract for Sale and Purchase of Natural Gas • August 21st, 2007 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas

This Base Contract incorporated by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select only one box from each section.

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VANGUARD NATURAL RESOURCES, LLC VNR FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO FIRST SUPPLEMENTAL INDENTURE Dated as of April 4, 2012 To INDENTURE Dated as of April 4, 2012 Trustee
First Supplemental Indenture • April 4th, 2012 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York

This FIRST SUPPLEMENTAL INDENTURE is dated as of April 4, 2012 (this “Supplemental Indenture”) among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee, under the indenture, dated as of April 4, 2012, among the Issuers, the Guarantors and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture in respect of the Notes, the “Indenture”).

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EMPLOYMENT AGREEMENT RYAN MIDGETT
Employment Agreement • January 18th, 2018 • Vanguard Natural Resources, Inc. • Crude petroleum & natural gas • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 17, 2018 (the “Effective Date”), is by and between Vanguard Natural Resources, Inc. (“VNR”, together with its subsidiaries, the “Company”) and Ryan Midgett (“Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT BRITT PENCE
Employment Agreement • March 22nd, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective as of January 1, 2016 (the “Effective Date”), is by and between VNR Holdings, LLC, a Delaware limited liability company (“VNR”), Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”) and Britt Pence (“Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT JONATHAN C. CURTH
Employment Agreement • July 17th, 2019 • Grizzly Energy, LLC • Crude petroleum & natural gas • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 16, 2019 (the “Effective Date”), is by and between Grizzly Energy, LLC (“Grizzly”, together with its subsidiaries, the “Company”) and Jonathan C. Curth (“Executive”).

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FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2008 AMONG VANGUARD NATURAL GAS, LLC, AS BORROWER, CITIBANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO CO-LEAD ARRANGER, SOLE BOOKRUNNER AND CO- SYNDICATION AGENT...
Credit Agreement • March 31st, 2008 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas
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REGISTRATION RIGHTS AGREEMENT BY AND AMONG VANGUARD NATURAL RESOURCES, LLC, MONTIERRA MINERALS & PRODUCTION, L.P., MONTIERRA MANAGEMENT LLC, NATURAL GAS PARTNERS VII, L.P., NATURAL GAS PARTNERS VIII, L.P., NGP INCOME MANAGEMENT L.L.C., EAGLE ROCK...
Registration Rights Agreement • May 22nd, 2015 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2015 by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”) and each of Montierra Minerals & Production, L.P., a Texas limited partnership, Montierra Management LLC, a Texas limited liability company, Natural Gas Partners VII, L.P., a Delaware limited partnership, Natural Gas Partners VIII, L.P., a Delaware limited partnership, NGP Income Management L.L.C., a Texas limited liability company, Eagle Rock Holdings NGP 7, LLC, a Delaware limited liability company, Eagle Rock Holdings NGP 8, LLC, a Delaware limited liability company, ERH NGP 7 SPV, LLC, a Delaware limited liability company, ERH NGP 8 SPV, LLC, a Delaware limited liability company, NGP Income Co-Investment Opportunities Fund II, L.P., a Delaware limited partnership and NGP Energy Capital Management, L.L.C., a Texas limited liability company (collectively, the “Partnership Unitholders” and each,

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SECOND AMENDED AND RESTATED UNCONDITIONAL GUARANTY
Unconditional Guaranty • July 17th, 2019 • Grizzly Energy, LLC • Crude petroleum & natural gas

THIS SECOND AMENDED AND RESTATED UNCONDITIONAL GUARANTY (this “Guaranty”) dated as of July 16, 2019 is made by Grizzly Energy, LLC, a Delaware limited liability company (“Parent”), each of the undersigned Subsidiaries of the Parent, whether as an original signatory hereto or as an Additional Guarantor (together with each such Person’s respective heirs, executors, personal representatives, permitted successors and permitted assigns, collectively, “Guarantors” and individually, a “Guarantor”), in favor of Citibank, N.A., as Administrative Agent for the Secured Parties under and as defined in the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), and is executed and delivered pursuant to that certain Fifth Amended and Restated Credit Agreement dated as of July 16, 2019 (as same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Administrative Agent, Citibank, N.A., as Collatera

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VANGUARD NATURAL RESOURCES, INC. (formerly known as VNR FINANCE CORP.) AND EACH OF THE GUARANTORS PARTY HERETO DUE 2024 Delaware trust company Trustee and Collateral Trustee AMENDED AND RESTATED INDENTURE Dated as of August 1, 2017
Indenture • August 2nd, 2017 • Vanguard Natural Resources, Inc. • Crude petroleum & natural gas • New York
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Term Loan Credit Agreement Dated as of July 16, 2019 Among Grizzly Natural Gas, LLC, As Borrower, Grizzly Energy, LLC, As Parent, Citibank, N.A., As Administrative Agent, Citibank, N.A., as Collateral Agent, The Lenders Party Hereto From Time To Time...
Term Loan Credit Agreement • July 17th, 2019 • Grizzly Energy, LLC • Crude petroleum & natural gas • New York

THIS TERM LOAN CREDIT AGREEMENT dated as of July 16, 2019, is among GRIZZLY NATURAL GAS, LLC, a Kentucky limited liability company (the “Borrower”), GRIZZLY ENERGY, LLC, a Delaware limited liability company (the “Parent”), each of the Lenders from time to time party hereto, CITIBANK, N.A. (in its individual capacity, “Citibank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and Citibank, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

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AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Intercreditor Agreement • August 2nd, 2017 • Vanguard Natural Resources, Inc. • Crude petroleum & natural gas • New York

THIS IS THE AMENDED AND RESTATED INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE AMENDED AND RESTATED INDENTURE DATED AS OF AUGUST 1, 2017 AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS HEREOF, AMONG VANGUARD NATURAL RESOURCES, INC. (FORMERLY KNOWN AS VNR FINANCE CORP.), CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND DELAWARE TRUST COMPANY, AS TRUSTEE AND COLLATERAL TRUSTEE, (B) THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 1, 2017 AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG VANGUARD NATURAL GAS, LLC, VANGUARD NATURAL RESOURCES, INC. (FORMERLY KNOWN AS VNR FINANCE CORP.), THE LENDERS PARTY THERETO FROM TIME TO TIME AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT, (C) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE AND (D) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH FOURTH AMENDED AND REST

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VANGUARD NATURAL RESOURCES, LLC LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • August 4th, 2010 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS RESTRICTED UNIT AWARD AGREEMENT (the “Agreement”) is made as of June 13, 2010 between Vanguard Natural Resources, LLC (the “Company”), and Britt Pence (the “Executive”) pursuant to the terms and conditions of the Company’s Long-Term Incentive Plan (the “Plan”) and that certain Employment Agreement between Executive and the Company effective as of May 15, 2010 (the “Employment Agreement”). A copy of the Plan is being furnished to the Executive concurrently with the execution of this Agreement which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, the Executive acknowledges receipt of a copy of the Plan. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.

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PURCHASE AND SALE AGREEMENT between RANGE TEXAS PRODUCTION, LLC and RANGE OPERATING NEW MEXICO, LLC as Seller and VANGUARD PERMIAN, LLC as Buyer dated February 26, 2013
Purchase and Sale Agreement • March 4th, 2013 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of this 26th day of February 2013, and is among RANGE TEXAS PRODUCTION, LLC, a Delaware limited liability company (“RTP”), and RANGE OPERATING NEW MEXICO, LLC, a Delaware limited liability company (“RONM” and, together with RTP, “Seller”), as Seller, and VANGUARD PERMIAN LLC, a Delaware limited liability company (“Buyer”), as Buyer. RTP, RONM and Buyer are each a “Party”, and collectively the “Parties”.

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AMENDED AND RESTATED OPERATING AGREEMENT (Tennessee Operations)
Operating Agreement • October 22nd, 2007 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Tennessee

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”), is executed this October 2, 2007, but is entered into effective January 5, 2007, by and between VINLAND ENERGY OPERATIONS, LLC, hereinafter designated and referred to as “Operator,” and ARIANA ENERGY, LLC (“AE”) and VINLAND ENERGY EASTERN, LLC (“VEE”), hereinafter referred to as “Non-Operators.”

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EMPLOYMENT AGREEMENT
Employment Agreement • July 5th, 2007 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of May 15, 2007, is by and between VNR Holdings, LLC, a Delaware limited liability company (“VNR”), Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”), and Britt Pence (the “Executive”).

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VANGUARD NATURAL RESOURCES, LLC LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT
Phantom Unit Award Agreement • August 4th, 2010 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS PHANTOM UNIT AWARD AGREEMENT (the “Agreement”) is made as of June 18, 2010 between Vanguard Natural Resources, LLC (the “Company”), and Britt Pence (the “Executive”) pursuant to the terms and conditions of the Company’s Long-Term Incentive Plan (the “Plan”) and that certain Employment Agreement between Executive and the Company effective as of May 15, 2010 (the “Employment Agreement”). A copy of the Plan is being furnished to the Executive concurrently with the execution of this Agreement which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, the Executive acknowledges receipt of a copy of the Plan. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.

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VANGUARD NATURAL RESOURCES, LLC LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • March 22nd, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS RESTRICTED UNIT AWARD AGREEMENT (the “Agreement”) is made as of ______________ between Vanguard Natural Resources, LLC (the “Company”), and (“Executive”), pursuant to the terms and conditions of the Vanguard Natural Resources, LLC Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”), and that certain Amended and Restated Employment Agreement between Executive and the Company dated effective January 1, 2016, as the same may be amended from time to time (the “Employment Agreement”). A copy of the Plan has been furnished to Executive, which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, Executive acknowledges receipt of a copy of the Plan. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.

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VANGUARD NATURAL RESOURCES, LLC LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT
Phantom Unit Award Agreement • March 22nd, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS PHANTOM UNIT AWARD AGREEMENT (the “Agreement”) is made as of _____________ between Vanguard Natural Resources, LLC (the “Company”), and(“Executive”), pursuant to the terms and conditions of the Vanguard Natural Resources, LLC Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”), and that certain Amended and Restated Employment Agreement between Executive and the Company dated January 1, 2016, as the same may be amended from time to time (the “Employment Agreement”). A copy of the Plan has been furnished to Executive, which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, Executive acknowledges receipt of a copy of the Plan. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.

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EMPLOYMENT AGREEMENT BRITT PENCE
Employment Agreement • August 4th, 2010 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas

This EMPLOYMENT AGREEMENT, dated June 18, 2010 but effective as of May 15, 2010, is by and between VNR Holdings, LLC, a Delaware limited liability company (“VNR”), Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”) and Britt Pence (the “Executive”).

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VANGUARD NATURAL RESOURCES, LLC LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT
Phantom Unit Award Agreement • August 6th, 2012 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware

THIS PHANTOM UNIT AWARD AGREEMENT (the “Agreement”) is made as of August 1, 2012 between Vanguard Natural Resources, LLC (the “Company”), and Richard Robert (the “Executive”), pursuant to the terms and conditions of the Vanguard Natural Resources, LLC Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”) and that certain Second Amended and Restated Employment Agreement between Executive and the Company dated January 1, 2010, as the same may be amended from time to time (the “Employment Agreement”). A copy of the Plan is being furnished to the Executive concurrently with the execution of this Agreement, which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, the Executive acknowledges receipt of a copy of the Plan. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.

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Contract
Purchase and Sale Agreement • June 23rd, 2011 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas
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AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENT
Equity Commitment Agreement • June 8th, 2017 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York

This AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENT (this “Agreement”), originally dated as of February 24, 2017, as amended and restated on May 24, 2017, is made and entered into by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), Fir Tree, Inc., on behalf of certain investment funds it manages (collectively, “Fir Tree”), Wexford Capital LP, on behalf of certain investment funds it manages (collectively, “Wexford”) and York Capital Management Global Advisors, LLC, on behalf of certain funds and/or accounts managed by it or its affiliates (collectively, “York Capital,” and together with Fir Tree and Wexford, the “Investors” and each of them an “Investor”).

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ASSIGNMENT
Purchase and Sale Agreement • September 4th, 2014 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Texas

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ASSIGNMENT, dated as of August 29, 2014 (this “First Amendment”) entered into by and among Hunt Oil Company, a Delaware corporation, (“HOC”) and Hunt Oil Company of Louisiana, Inc., a Delaware corporation (“HOCLA” and together with HOC, “Seller”) and Vanguard Permian, LLC, a Delaware limited liability company (“Vanguard Permian”) and Vanguard Operating, LLC, a Delaware limited liability company (“Vanguard Operating” and together with Vanguard Permian collectively referred to herein as “Purchaser”) an affiliate of Vanguard Permian.

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