Evercore Investment Banking Pitch Book

Treatment 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.

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