Common use of OTHER TERMS OF THE TRANSACTION Clause in Contracts

OTHER TERMS OF THE TRANSACTION. Corporate Governance The terms and conditions of the new corporate governance documents of the reorganized Company (including the bylaws and certificates of incorporation or similar documents, among other governance documents of each of the Company Parties, collectively, the “Corporate Governance Documents”), as well as the structure and other governance matters, shall be acceptable to and determined by the Required Consenting Noteholders in their sole discretion; provided that the Required Consenting Noteholders will consult with the Company Parties regarding such Corporate Governance Documents, provided further that nothing in the Corporate Governance Documents shall adversely impact the economic recovery of the holders of Preferred Equity Interests, Common Equity Interests, or Special Common Units as set forth in this Term Sheet. Board of Directors The initial board or other governing body of the reorganized Company (the “New Board”) shall consist of seven (7) members in total, which shall include the current Chief Executive Officer, five (5) members selected by the Required Consenting Noteholders and one (1) member selected by the Company Parties and reasonably acceptable to the Required Consenting Noteholders (it being understood that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is acceptable to the Required Consenting Noteholders). The Required Consenting Noteholders agree to consult with the Company Parties regarding the selection of the five (5) members with the understanding that the selection of such members shall be in the sole discretion of the Required Consenting Noteholders. Management Incentive Plan On or after the Plan Effective Date, the reorganized Company shall adopt a management incentive plan (the “Management Incentive Plan”) which shall provide for the grant of up to 10% of the New Equity Interests (or warrants or options to purchase New Equity Interests or other equity-linked interests) on a fully diluted basis to certain members of management of the reorganized Company. The form, allocation and any limitations on the Management Incentive Plan shall be determined by the New Board (or a committee thereof). Releases & Exculpation To the maximum extent permitted by applicable law, the Plan and the Confirmation Order will contain customary mutual releases and other exculpatory provisions in favor of the Company, the Consenting Noteholders, the indenture trustees for the Notes, the holders of existing Preferred Equity Interests that provide a release, the holders of existing Common Equity Interests and Special Common Units that provide a release, and each of their respective current and former affiliates, subsidiaries, members, professionals, advisors, employees, directors, and officers, in their respective capacities as such. Such release and exculpation shall include, without limitation, any and all claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims and avoidance actions, of the Company, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Company would have been legally entitled to assert in its own right (whether individually or collectively), or on behalf of the holder of any claim or equity interest (whether individually or collectively) or other entity, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place at any time prior to or on the Plan Effective Date arising from or related in any way in whole or in part to the Company, the Notes, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Company, the subject matter of, or the transactions or events giving rise to, any claim or equity interest that is affected by the Transaction or treated in the Plan, or the negotiation, formulation, or preparation of the Definitive Documentation or related agreements, instruments, or other documents, in each case other than claims, actions, or liabilities arising out of or relating to any act or omission that constitutes willful misconduct, actual fraud, or gross negligence as determined by final order of a court of competent jurisdiction. To the maximum extent permitted by applicable law, any such releases shall bind holders of Notes Claims, all parties whose Claims are unimpaired under the Plan, all parties who affirmatively agree or vote to accept the Plan, those parties who abstain from voting on the Plan if they fail to opt-out of the releases, and those parties that vote to reject the Plan unless they opt-out of the releases. Injunction & Discharge The Plan and Confirmation Order will contain customary injunction and discharge provisions.

OTHER TERMS OF THE TRANSACTION. DIP If applicable, any Final DIP Order shall be subject to the documentation principles set forth in paragraph 3 of the RSA but in any event not inconsistent with this Plan Term Sheet and the RSA. Tax Issues The Plan and the corporate form of reorganized VNR and reorganized VNR Finance Corp. shall be structured to achieve a tax efficient structure, in a manner acceptable to the Company, the Required Consenting Senior Note Holders, and the Required Consenting RBL Lenders. Corporate Governance The terms and conditions of the new corporate governance documents of the reorganized Company (including the bylaws and certificates of incorporation or similar documents, among other governance documents of each of the Company Partiesdocuments, collectively, the “Corporate Governance Documents”), as well as the structure and other governance matters, shall be acceptable to and determined an equityholders agreement if desired by the Required Consenting Noteholders in their sole discretion; provided that the Required Consenting Noteholders will consult with the Company Parties regarding such Corporate Governance Documents, provided further that nothing Senior Note Holders) shall be subject to all applicable consent and approval rights in the Corporate Governance Documents shall adversely impact RSA to the economic recovery of the holders of Preferred Equity Interests, Common Equity Interests, or Special Common Units as extent set forth in this Term Sheettherein. Board of Directors The initial board or other governing body directors of the reorganized Company (the “New Board”) Board shall consist of seven (7) members in total, which shall include the current Chief Executive Officer, five (5) members 5 directors selected by the Required Consenting Noteholders Senior Note Holders, and one (1) member 2 members of current management selected by the Company Parties and reasonably acceptable to the Required Consenting Noteholders (it being understood that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is acceptable to the Required Consenting Noteholders). The Required Consenting Noteholders agree to consult with the Company Parties regarding the selection of the five (5) members with the understanding that the selection of such members shall be in the sole discretion of the Required Consenting Noteholderscurrent management. Management Incentive Plan On or after 10% of the Plan Effective Date, the reorganized Company shall adopt New Equity Interests will be reserved for a management incentive plan (the “Management Incentive Plan”) which shall provide for ), the grant of up to 10% of the New Equity Interests (or warrants or options to purchase New Equity Interests or other equity-linked interests) on a fully diluted basis to certain members of management of the reorganized Company. The form, allocation terms, allocation, and any limitations on the Management Incentive Plan shall vesting to be determined by the New Board (or a committee thereof)Board. Releases & Exculpation To the maximum extent permitted by applicable law, the The Plan and the Confirmation Order will contain customary mutual releases and other exculpatory provisions in favor exculpation provisions, including releases from and for the benefit of the CompanyAd Hoc Senior Noteholders, Indenture Trustees, the Consenting Ad Hoc 2L Noteholders, the indenture trustees for the NotesSenior Note Backstop Parties, the holders of existing Preferred Equity Interests that provide a releaseRBL Lenders, the holders of existing Common Equity Interests and Special Common Units that provide a releaseRBL Agent, and each of their respective current and former affiliates, subsidiaries, members, professionals, advisors, employees, directors, and officers, in their respective capacities as such. Such release and exculpation shall include, without limitation, any and all claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims and avoidance actions, of the Company, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Company would have been legally entitled to assert in its own right (whether individually or collectively), or on behalf of the holder of any claim or equity interest (whether individually or collectively) or other entity, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place at any time prior to or on the Plan Effective Date arising from or related in any way in whole or in part to the Company, the Notes, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Company, the subject matter of, or the transactions or events giving rise to, any claim or equity interest that is affected by the Transaction or treated in the Plan, or the negotiation, formulation, or preparation of the Definitive Documentation or related agreements, instruments, or other documents, in each case other than claims, actions, or liabilities arising out of or relating to any act or omission that constitutes willful misconduct, actual fraud, or gross negligence as determined by final order of a court of competent jurisdiction. To the maximum extent permitted by applicable law, any such releases shall bind holders of Notes Claims, all parties whose Claims are unimpaired under the Plan, all parties who affirmatively agree or vote to accept the Plan, those parties who abstain from voting on the Plan if they fail to opt-out of the releases, and those parties that vote to reject the Plan unless they opt-out of the releases2L Investors. Injunction & Discharge The Plan and Confirmation Order will contain customary injunction and discharge provisions.

OTHER TERMS OF THE TRANSACTION. DIP Financing If necessary, the Senior Note Backstop Parties will provide the Company with DIP Financing (on terms, conditions, documentation, and notice satisfactory to the Company and the Senior Note Backstop Parties), which will be repaid with proceeds from the Rights Offering or otherwise treated under the Plan in a manner satisfactory to the DIP Lenders. Adequate Protection The prepetition revolving agent shall be granted (i) a replacement securityinterest and lien, (ii) a superpriority administrative expense claim and(iii) payment of interest at the non-default Eurodollar rate. The prepetition second lien collateral agent shall be granted a juniorreplacement security interest and lien, subject to theintercreditor agreement. Tax Issues The Plan and the corporate form of reorganized VNR shall be structured to achieve a tax efficient structure, in a manner acceptable to the Company and the Senior Note Backstop Parties after appropriate due diligence by the Senior Note Backstop Parties. Corporate Governance The terms and conditions of the new corporate governance documents of the reorganized Company (including the bylaws and certificates of incorporation or similar documents, among other governance documents of each of documents, and an equityholders agreement if desired by the Company Senior Note Backstop Parties, collectively, the “Corporate Governance Documents”), as well as the structure and other governance matters, ) shall be acceptable to and determined by the Required Consenting Noteholders in their sole discretion; provided that the Required Consenting Noteholders will consult with the Company Parties regarding such Corporate Governance Documents, provided further that nothing in the Corporate Governance Documents shall adversely impact the economic recovery of the holders of Preferred Equity Interests, Common Equity Interests, or Special Common Units as set forth in this Term SheetSenior Note Backstop Parties. Board of Directors The initial board or other governing body directors of the reorganized Company (the “New Board”) Board shall consist of seven (7) members in total, which shall include the current Chief Executive Officer, five (5) members 5 directors selected by the Required Consenting Noteholders Senior Note Backstop Parties and one (1) member 2 members of current management selected by the Company Parties and reasonably acceptable to the Required Consenting Noteholders (it being understood that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is acceptable to the Required Consenting Noteholders). The Required Consenting Noteholders agree to consult with the Company Parties regarding the selection of the five (5) members with the understanding that the selection of such members shall be in the sole discretion of the Required Consenting Noteholderscurrent management. Management Incentive Plan On or after 10% of the Plan Effective Date, the reorganized Company shall adopt New Equity Interests will be reserved for a management incentive plan (the “Management Incentive Plan”) which shall provide for ), the grant of up to 10% of the New Equity Interests (or warrants or options to purchase New Equity Interests or other equity-linked interests) on a fully diluted basis to certain members of management of the reorganized Company. The form, allocation terms, allocation, and any limitations on the Management Incentive Plan shall vesting to be determined by the New Board (or a committee thereof)Board. Releases & Exculpation To the maximum extent permitted by applicable law, the The Plan and the Confirmation Order will contain customary mutual releases and other exculpatory provisions in favor exculpation provisions, including releases from and for the benefit of the Company, the Consenting Ad Hoc Senior Noteholders, the indenture trustees for the NotesAd Hoc 2L Noteholders, the holders of existing Preferred Equity Interests that provide a release, the holders of existing Common Equity Interests and Special Common Units that provide a releaseSenior Note Backstop Parties, and each of their respective current and former affiliates, subsidiaries, members, professionals, advisors, employees, directors, and officers, in their respective capacities as such. Such release and exculpation shall include, without limitation, any and all claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims and avoidance actions, of the Company, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Company would have been legally entitled to assert in its own right (whether individually or collectively), or on behalf of the holder of any claim or equity interest (whether individually or collectively) or other entity, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place at any time prior to or on the Plan Effective Date arising from or related in any way in whole or in part to the Company, the Notes, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Company, the subject matter of, or the transactions or events giving rise to, any claim or equity interest that is affected by the Transaction or treated in the Plan, or the negotiation, formulation, or preparation of the Definitive Documentation or related agreements, instruments, or other documents, in each case other than claims, actions, or liabilities arising out of or relating to any act or omission that constitutes willful misconduct, actual fraud, or gross negligence as determined by final order of a court of competent jurisdiction. To the maximum extent permitted by applicable law, any such releases shall bind holders of Notes Claims, all parties whose Claims are unimpaired under the Plan, all parties who affirmatively agree or vote to accept the Plan, those parties who abstain from voting on the Plan if they fail to opt-out of the releases, and those parties that vote to reject the Plan unless they opt-out of the releases2L Investors. Injunction & Discharge The Plan and Confirmation Order will contain customary injunction and discharge provisions.