Case Document 1040 Filed in TXSB on 07/10/17 Page 1 of 9

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1 Case Document 1040 Filed in TXSB on 07/10/17 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 VANGUARD NATURAL RESOURCES, Case No LLC, et al., 1 Debtors. (Jointly Administered) NOTICE OF ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES WITH VANGUARD OPERATING, LLC AS PART OF SALE OF CERTAIN OIL AND GAS ASSETS PLEASE TAKE NOTICE THAT: 1. Commencing on February 1, 2017 (the Petition Date ), Vanguard Natural Resources, LLC and its affiliated debtors in these cases, including Vanguard Operating, LLC ( Seller ) (collectively, the Debtors ) commenced voluntary cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the Court ). 2. On March 20, 2017, the Debtors filed their Motion for Entry of: (I) Order (A) Approving Bidding Procedures for Sale of Certain Oil and Gas Assets, (B) Approving Form and Manner of Notices Thereof, (C) Approving Bid Protections for Stalking Horse Purchaser, (D) Scheduling Dates to Conduct Auction and Hearing to Consider Final Approval of Sale, Including Treatment of Executory Contracts and Unexpired Leases, and (E) Granting Related Relief; and (II) Order (A) Approving Sale of Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances, (B) Authorizing Assumption and Assignment of Executory Contracts and Unexpired Leases, and (C) Granting Related Relief [Docket No. 429] (the Motion ). 2 Pursuant to the Motion, Seller sought to sell certain of its oil and gas assets located in Glasscock County, Texas (as further described in the Purchase and Sale Agreement (the PSA ), a copy of which is attached to the Sale Order (defined below) as Exhibit 1, the Assets )). On April 13, 2017 the Court entered an order [Docket No. 583] granting the Motion. 1 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Vanguard Natural Resources, LLC (1161); Eagle Rock Acquisition Partnership, L.P. (6706); Eagle Rock Acquisition Partnership II, L.P. (0903); Eagle Rock Energy Acquisition Co., Inc. (4564); Eagle Rock Energy Acquisition Co. II, Inc. (3364); Eagle Rock Upstream Development Company, Inc. (0113); Eagle Rock Upstream Development Company II, Inc. (7453); Encore Clear Fork Pipeline LLC (2032); Escambia Asset Co. LLC (3869); Escambia Operating Co. LLC (2000); Vanguard Natural Gas, LLC (1004); Vanguard Operating, LLC (9331); VNR Finance Corp. (1494); and VNR Holdings, LLC (6371). The location of the Debtors service address is: 5847 San Felipe, Suite 3000, Houston, Texas Capitalized terms used but not otherwise defined have the meanings set forth in the Motion.

2 Case Document 1040 Filed in TXSB on 07/10/17 Page 2 of 9 3. On May 19, 2017, the Debtors sought approval of the sale of the Assets, and the Court entered a sale order approving the sale of Assets to OXY USA, Inc. (the Purchaser ), pursuant to the PSA [Docket No. 761] (the Sale Order ), which included the possible assumption and assignment of certain executory contracts and unexpired leases. 4. On May 30, 2017, pursuant to the Sale Order, Seller filed its Notice to Counterparties to Executory Contracts and Unexpired Leases Vanguard Operating, LLC May Assume and Assign As Part of Sale of Certain Oil and Gas Assets [Docket No. 834] (the Cure Notices ). 3 The Debtors also served personalized Cure Notices on the non-debtor counterparties to the Assumed Contracts (as defined in the Cure Notices) that were potentially subject to assumption and assignment to Purchaser in connection with the Sale. The Cure Notices included information regarding the applicable agreements with Seller, the proposed Cure Amounts, and the deadline by which any counterparty must have objected to (a) the proposed Cure Amounts, (b) the proposed assignment of the executory contracts and unexpired leases to Seller, or (c) adequate assurance of Seller s ability to perform. 5. Pursuant to the Sale Order, no later than five (5) Business Days after the assumption and assignment of an Assumed Contract becomes effective, the Debtors shall file a notice of such Assumed Contracts with the Court. In accordance with the PSA and the Sale Order, the Assumed Contracts identified on Exhibit A hereto have been assumed and assigned to Seller effective as of the Closing Date (as defined in the PSA). [Remainder of page intentionally left blank] 3 Neither the Cure Notices nor this notice is an admission by the Debtors that such contracts or leases are executory or unexpired. 2

3 Case Document 1040 Filed in TXSB on 07/10/17 Page 3 of 9 Dated: July 10, 2017 /s/ James T. Grogan. Chris L. Dickerson, Esq. (admitted pro hac vice) Todd M. Schwartz (admitted pro hac vice) PAUL HASTINGS LLP 71 South Wacker Drive, Suite 4500 Chicago, Illinois Telephone: (312) Facsimile: (312) and - James T. Grogan, Esq. (Tex. Bar No ) Danny Newman (Tex. Bar No ) PAUL HASTINGS LLP 600 Travis St., 58th Floor Houston, Texas Telephone: (713) Facsimile: (713) Counsel to Vanguard

4 Case Document 1040 Filed in TXSB on 07/10/17 Page 4 of 9 CERTIFICATE OF SERVICE I certify that on July 10, 2017, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. Additionally, I have caused Prime Clerk, LLC, the Debtors Claims and Noticing Agent, to serve the foregoing document on the master service list. /s/ James T. Grogan James T. Grogan

5 Case Document 1040 Filed in TXSB on 07/10/17 Page 5 of 9 Exhibit A Contract/Lease Geophysical Services and Farmout Option Agreement effective October 26, 1990, as amended, between Amoco Production Company and Trend Exploration Company, covering numerous Sections in Block 35, T3S, Glasscock County, Texas. Farmout Contract and Joint Operating Agreement dated September 13, 1983, between Rockland Oil Company Inc., as Operator, and Amoco Production Company, as Non- Operator, covering lands described in lease dated September 16, 1965, recorded in Volume 118, Page 280, Deed Records, Glasscock County, Texas. Salt Water Disposal Agreement dated September 18, 1985 between Nellie Brunson Fields, Shirley Brunson Hood, and Glenn S. Brunson, Jr., as Owners, and Daniel Energy, Inc., as Operator, covering the W/2 of Section 5 and all of Section 6, Block 35, T3S, and all of the S/2 of Section 33, Block 35, T2S, T&P RY Co. Survey, Glasscock County, Texas. Operating Agreement dated October 12, 1993 between Matador Drilling Corporation and Royalty Land & Development Co., Inc. Co- Operators, and Trend Exploration Company, et al as Non-Operators, covering the SE/4 & N/2 NE/4 & W/2 of Section 35-T2S, T&P RR Co. Survey, Glasscock County, Texas. Counterparty Name and Address Jerry L. Hamilton CR285 TYLER, TX Gerald J. Brockman GOLF DR WHITNEY, TX Deso Oil & Gas LLC PO BOX 37 WOLFFORTH, TX OXY USA Inc. 5 Greenway Plaza, Suite 110 Houston, TX Attn: Vice President, Mergers & Acquisition OXY USA Inc. 5 Greenway Plaza, Suite 110 Houston, TX Attn: Vice President, Mergers & Acquisition Shirley Brunson Hood PO BOX MIDLAND, TX Lonny D. Morrison 400 CITY NATIONAL BLDG. WICHITA FALLS, TX Saber Equipment Inc PO BOX 955 DICKSON, TX Gerald J. Brockman GOLF DR WHITNEY, TX Nora Barnette PO BOX 144 NAZARETH, TX EC Caffey

6 Case Document 1040 Filed in TXSB on 07/10/17 Page 6 of 9 Operating Agreement dated July 30, 1996 between Dyad Petroleum Company, as Operator, and Trend Exploration Company, et al, as Non-operators, covering the NW/4 & W/2 NE/4 of Section 14, Blk 35, T3S, T&P Survey, Glasscock County, Texas. Operating Agreement dated December 12, 1974 between Hanson Production Company, as Operator, and Belco Petroleum Corporation, et al, as Non-Operators, Glasscock County, Texas. Operating Agreement dated November 11, 1981 between Ike Lovelady, Inc. and Menexco, Inc., et al, as Non-Operators, covering the W/2 of Section 1, Block 35, T3S, Certificate No. 2527, T&P Railway Company Survey, Glasscock County, Texas. Operating Agreement dated October 2, 2000 between Range Production Company, Range Production I, L.P., as Operator, and Matador Drilling Corp, et al, as Non-Operators, and covering Section 11, Block 35, T3S, T&P RR Co. Survey, Glasscock County, Texas HARVARD MIDLAND, TX Deso Oil & Gas LLC PO BOX 37 WOLFFORTH, TX Mercedes F. Walker 3805 FANNIN MIDLAND, TX Betty Clark PO BOX MIDLAND, TX Ken Clark PO BOX MIDLAND, TX Hugh Schafer 2801 RANCH ROAD 33 BIG SPRING, TX David Moore 5109 ANDREWS HIGHWAY ODESSA, TX United States Treasury PO BOX OGDEN, UT THE WOODLANDS, TX THE WOODLANDS, TX Parsley Energy, LP 303 COLORADO ST #3000 AUSTIN, TX MDC Operating Inc OXY USA Inc. 5 Greenway Plaza, Suite 110 Houston, TX Attn: Vice President, Mergers & Acquisition 2

7 Case Document 1040 Filed in TXSB on 07/10/17 Page 7 of 9 Operating Agreement dated June 28, 1994 between Dyad Petroleum Company, as Operator, and Trend Exploration Company, et al, as Non-Operators, covering the SE/4 of Section 11, Block 35, T3S, T&P RR Co. Survey, Glasscock County, Texas. Operating Agreement dated September 2, 1997 between Dyad Petroleum Company, as Operator, and Trend Exploration Company, et al as Non-Operators, covering the E/2 SW/4 of Section 12, Block 35, T3S, T&P Survey, Glasscock County, Texas. Operating Agreement dated April 1, 2001 between Range Production/Range Production I, L.P. and Royalty Land & Dev Co., Inc., et al, as Non-Operators, covering the Brunson 5-1 well proration unit, Glasscock County, Texas. THE WOODLANDS, TX Matador Drilling Corp. THE WOODLANDS, TX THE WOODLANDS, TX Hugh Schafer 2801 RANCH ROAD 33 BIG SPRING, TX JADR PO BOX 358 GARDEN CITY, TX Susan Watkins 419 AFFIRMED AVE MIDLAND, TX Gary J Lamb Inc P O BOX 3383 MIDLAND, TX AOG Mineral Partners LTD P O BOX 1015 MIDLAND, TX Wade Phillip Koehl P O BOX HOUSTON, TX Melzer Exploration Inc P O BOX 2083 MIDLAND, TX Wes-Tex Drilling Co. PO BOX 3739 ABILENE, TX SFF Production LLC PO BOX 2080 MIDLAND, TX Saber Equipment Inc. PO BOX 955 3

8 Case Document 1040 Filed in TXSB on 07/10/17 Page 8 of 9 Operating Agreement dated October 25, 1986 between Gerald Brockman & Associates, Inc. and Trend Exploration Company, et al. Operating Agreement dated November 30, 1981 between Matador Drilling Corporation and Trend Exploration Company, et al. DICKSON, TX Walter F Brown 900 NE LOOP 410 SAN ANTONIO, TX Robert A Buschman PO BOX SAN ANTONIO, TX Paul Weissling JARVIS DR SAN ANTONIO, TX Royalty Land & Develop. Co Inc PO BOX 37 WOLFFORTH, TX A Scott Dufford 303 W WALL SUITE 2201 MIDLAND, TX Max Zubia PO BOX MIDLAND, TX John Casmir 3410 DOUGLAS MIDLAND, TX Trina Dean 3211 SEABOARD MIDLAND, TX James C. Dewey 2507 DARTMOUTH MIDLAND, TX Deso Oil & Gas LLC PO BOX 37 WOLFFORTH, TX Mercedes F. Walker 3805 FANNIN MIDLAND, TX KDAL, Ltd Matador Drilling Corp. MDC Operating Inc MDC Operating Inc 4

9 Case Document 1040 Filed in TXSB on 07/10/17 Page 9 of 9 Operating Agreement dated June 2, 1992 between Trend Exploration Company and Post Oak Petroleum, Inc. et al. Operating Agreement dated July 25, 1983 between Hilliard Oil & Gas, Inc., as Operator, and Logo, Inc., et al, as Non-Operators. Joint Operating Agreement dated August 27, 1997 between Dyad Petroleum Company and Trend Exploration Company, et al. Term Assignment & JOA dated March 28, 2002 between Occidental Permian Ltd., Assignor, and Range Production I, LP, as Assignee. Western Drilling Program 1993 A KNOLL TRAIL STE 209 LB 2 DALLAS, TX Jeff Bolding PO BOX 1860 KILGORE, TX Lloyd Bolding PO BOX 1860 KILGORE, TX Jerry L. Hamilton CR285 TYLER, TX Burman Energy LLC HEGAR ROAD HOCKLEY, TX Ken Clark PO BOX MIDLAND, TX Kaiser-Francis Oil Company P O BOX TULSA, OK THE WOODLANDS, TX OXY USA Inc. 5 Greenway Plaza, Suite 110 Houston, TX Attn: Vice President, Mergers & Acquisition 5