0001384072-14-000056 Sample Contracts

Underwriting Agreement
Underwriting Agreement • September 15th, 2014 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York

Vanguard Natural Resources, LLC, a limited liability company organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, 4,000,000 7.75% Series C Cumulative Redeemable Perpetual Preferred Units (the “Preferred Units”). The Preferred Units to be issued and sold to the Underwriters as set forth on Schedule II hereto are hereinafter collectively referred to as the “Underwritten Units.” The Company also proposes to grant to the Underwriters an option to purchase up to 600,000 additional Preferred Units to cover over-allotments (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the “Units”).

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