0001384072-09-000068 Sample Contracts

Underwriting Agreement
Vanguard Natural Resources, LLC • December 2nd, 2009 • Crude petroleum & natural gas • New York

Vanguard Natural Resources, LLC, a limited liability company organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, 2,250,000 common units representing limited liability company interests in the Company (“Common Units”), as set forth in Schedule II hereto (said Common Units to be issued and sold by the Company being hereinafter called the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 337,500 additional Common 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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