#1#2DRAFT - WORK IN PROGRESS SUBJECT TO CONFIDENTIALITY AGREEMENTS, FRE 408, AND STATE LAW EQUIVALENTS These materials have been prepared by Evercore Group L.L.C. ("Evercore") for Vanguard Natural Resources, Inc. (the "Company") to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. 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EVERCORE KIRKLAND & ELLIS LLP OPPORTUNE VA VANGUARD NATURAL RESOURCES, INC.#3Treatment of Claims New Money DIP RBL Hedges FILO Term Loan 3. 4. 5. 2L Notes Claim¹ $65mm² $687mm³ ■ $47mm $126mm $82mm ΝΑ Debt $65mm consisting of: $65mm Exit RBL • Rate: L+[300-400] • Tenor: [3] years • Covenants: [TBD] $330mm consisting of: ► $65mm Exit Term Loan A • Rate: L+[400] • Tenor: [3] years Covenants: [TBD] $265mm Exit Term Loan B • Rate: L+[750] • Tenor: [3.5] years Covenants: [TBD] $20mm consisting of: ► $20mm* Exit Term Loan B • Rate: L+[750] • Tenor: [3.5] years • Covenants: [TBD] None DRAFT-WORK IN PROGRESS SUBJECT TO CONFIDENTIALITY AGREEMENTS, FRE 408, AND STATE LAW EQUIVALENTS None None Common Equity 1. Claims include par + accrued + amortization as of an illustrative 3/31/19 filing date 2 Represents full commitment amount of $65mm Treatment of Claims Preferred Equity None 93% of Preferred Equity Class A ▸ Amount: $[357]mm Tenor: [Perpetual] Non-Cash Dividend Rate: [L+850 (stepping to L+950 after 6 months)] 7% of Preferred Equity Class A ▸ Amount: $[27]mm ► Tenor: [Perpetual] ▸ Non-Cash Dividend Rate: [L+850 (stepping to L+950 after 6 months)] ☐ 100% of Preferred Equity Class B ▸ Amount: $[126]mm ► Tenor: [Perpetual] ▸ Non-Cash Dividend Rate: [L+1,050 (stepping to L+1,150 after 6 months] 100% of Preferred Equity Class C ▸ Amount: $[82]mm ► Tenor: [Perpetual] ▸ Non-Cash Dividend Rate: [L+1,250 (stepping to L+1,350 after 6 months)] None Common Equity ■ None 93% of reorganized common equity ☐7% of reorganized common equity TBD TBD None Refects sale of Jonah assets Pro rata split of Exit Term Loan B based on RBL claim of $687mm less $65mm DIP Roll-Up and Hedge claim of $47mm Adequate protection provided for in Interim DIP Order for fees and expenses incurred in connection with negotiating in good faith on a consensual deal EVERCORE KIRKLAND & ELLIS LLP OPPORTUNE Governance / Other None [7] board members nominated by holders of Preferred Equity Class A [7] board members nominated by holders of Preferred Equity Class A ■ Adequate Protection": Includes fees & expenses subject to a cap but does not include any success fees Adequate Protection": Includes fees & expenses subject to a cap but does not include any success fees None VA VANGUARD NATURAL RESOURCES, INC.