Common use of Backstop Party Representation Clause in Contracts

Backstop Party Representation. (This section is only for Backstop Parties, each of whom is aware of its status as a Backstop Party. Please note that checking the box below if you are not a Backstop Party may result in forfeiture of your rights to participate in the 1145 Rights Offering). ? I am a Backstop Party identified in the Backstop Agreement dated as of [•], 2017 among Vanguard Natural Resources, LLC and the Backstop Parties signatory thereto (the “Backstop Agreement”). Item 4. Payment and Delivery Instructions For 1145 Eligible Holders that did not check the box in Item 3, payment of the Purchase Price calculated pursuant to Item 2b above shall be made by wire transfer ONLY of immediately available funds in accordance with the procedures of your Nominee. If your Nominee instructs you to make payment directly to the Rights Offering Subscription Agent, you may do so via the wire instructions below. For 1145 Eligible Holders that are Backstop Parties and did check the box in Item 3, payment of the Purchase Price calculated pursuant to Item 2b above shall be made by wire transfer ONLY of immediately available funds directly to an escrow account established and maintained by a third party satisfactory to the Backstop Parties that have requested such escrow account or to a segregated account maintained by the Rights Offering Subscription Agent, in each case in accordance with the Funding Notice that will be delivered to you pursuant to the Backstop Agreement (except to the extent of any funding previously provided by any such 1145 Eligible Holder to the Rights Offering Subscription Agent or the Escrow Account in accordance with the terms of the Backstop Agreement). All cash payments with respect to the exercise of the Rights that are being transmitted to the Rights Offering Subscription Agent shall be made by wire transfer of immediately available funds in accordance with the wire instructions below. Account Name: Bank Account No.: ABA/Routing No.:

Backstop Party Representation. (This section is only for Backstop Parties, each of whom is aware of its status as a Backstop Party. Please note that checking the box below if you are not a Backstop Party may result in forfeiture of your rights to participate in the 1145 Rights Offering). ? I am a Backstop Party identified in the Backstop Agreement dated as of [•], 2017 among Vanguard Natural Resources, LLC and the Backstop Parties signatory thereto (the “Backstop Agreement”). Item 4. Payment and Delivery Instructions For 1145 Eligible Holders that did not check the box in Item 3, payment of the Purchase Price calculated pursuant to Item 2b above shall be made by wire transfer ONLY of immediately available funds in accordance with the procedures of your Nominee. If your Nominee instructs you to make payment directly to the Rights Offering Subscription Agent, you may do so via the wire instructions below. For 1145 Eligible Holders that are Backstop Parties and did check the box in Item 3, payment of the Purchase Price calculated pursuant to Item 2b above shall be made by wire transfer ONLY of immediately available funds directly to an escrow account established and maintained by a third party satisfactory to the Backstop Parties that have requested such escrow account or to a segregated account maintained by the Rights Offering Subscription Agent, in each case in accordance with the Funding Notice that will be delivered to you pursuant to the Backstop Agreement (except to the extent of any funding previously provided by any such 1145 Eligible Holder to the Rights Offering Subscription Agent or the Escrow Account in accordance with the terms of the Backstop Agreement). All cash payments with respect to the exercise of the Rights that are being transmitted to the Rights Offering Subscription Agent shall be made by wire transfer of immediately available funds in accordance with the wire instructions below. Account Name: Bank Account No.: ABA/Routing No.:: Bank Name: Bank Address: Reference: NO NOMINEE OR BROKER MAY MAKE ANY PAYMENT IN RESPECT OF THE PURCHASE PRICE OF A BACKSTOP PARTY WHO CHECKED THE BOX IN ITEM 3 AND NO NOMINEE OR BROKER MAY DEDUCT FUNDS FROM THE ACCOUNT OF A BACKSTOP PARTY TO MAKE ANY SUCH PAYMENT. Please mail or deliver your completed 1145 Beneficial Holder Subscription Form (with