Evercore Investment Banking Pitch Book
DRAFT - 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.
To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the
management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed
that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and
judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable
estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and
nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These
materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not
intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or
other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit
and internal use of the Company.
These materials were compiled on a confidential basis for use of the Company in evaluating the potential transaction described herein
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any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore
assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other
professionals in other business areas of Evercore and its affiliates.
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tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its
particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.
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