Commitment Letter, dated October 28, 2018, from JPMorgan Chase Bank, N.A. regarding a revolving credit facility and a bridge facility

Denbury Resources Inc. (“you” or the “Company”) has advised JPMorgan Chase Bank, N.A. (“JPMorgan”, the “Commitment Party”, “us” or “we”) that you intend to consummate the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Terms and Conditions for the Bridge Facility attached hereto as Exhibit B (the “Bridge Facility Term Sheet”), the Summary of Terms and Conditions for the Revolving Facility attached hereto as Exhibit C (the “Revolving Facility Term Sheet” and, together with the Bridge Facility Term Sheet, the “Term Sheets”) and the Summary of Additional Conditions attached hereto as Exhibit D (this commitment letter, the Transaction Description, the Term Sheets and the Summary of Additional Conditions attached hereto as Exhibit D, collectively, the “Commitment Letter”).

JPMorgan is pleased to advise you of its commitment to provide the entire amount of the Initial Borrowing Base in respect of the RBL Amendment or the Refinancing RBL Facility, as applicable (the “Revolving Facility”) and the entire amount of the Bridge Facility (together with the Revolving Facility, the “Facilities”), and JPMorgan is pleased to advise you that it is willing to act as lead arranger and bookrunner for the Facilities.

It is agreed that JPMorgan will act as lead arranger and bookrunner in respect of the Facilities with JPMorgan’s name appearing on the left-hand side of any marketing materials (in such capacities, the “Lead Arranger”) (provided that the Borrower agrees that JPMorgan may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC), and that JPMorgan will act as the sole administrative agent in respect of each of the Facilities. Except as set forth below, you agree that no other joint bookrunners, agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than as expressly contemplated by the next paragraph, the Term Sheets, the Summary of Additional Conditions attached hereto as Exhibit D and the Fee Letter (referred to below)) will be paid in connection with any Facility unless you and we shall so agree.

You may appoint, in consultation with JPMorgan, one or more additional joint bookrunners, arrangers, agents or co-agents for any Facility; provided that (a) the aggregate underwriting economics payable to all such additional joint bookrunners, arrangers, agents or co-agents in respect of

such Facility shall not exceed 70% of the total underwriting economics in respect of such Facility, (b) no such additional joint bookrunner, arranger, agent or co-agent shall have economics greater than JPMorgan with respect to any Facility and (c) each such additional joint bookrunner, arranger, agent or co-agent (or its relevant affiliate) shall assume (pursuant to customary joinder documentation) a proportion of the commitments with respect to such Facility that is equal to the proportion of the underwriting economics in respect of such Facility allocated to such joint bookrunner, arranger, agent or co-agent.

We intend to syndicate the Facilities to a group of lenders (together with JPMorgan, the “Lenders”) identified by us in consultation with you. We intend to commence syndication efforts promptly after the date hereof, and you agree to use commercially reasonable efforts to actively assist us in completing a syndication reasonably satisfactory to us. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the existing banking relationships of the Company (and, to the extent practical and appropriate and in all instances not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, the Target), (b) your causing direct contact between senior management and advisors of the Company, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts to arrange, to the extent practical and appropriate and in all instances not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, such contact between senior management and advisors of the Target, on the one hand, and the proposed Lenders, on the other hand), in each case at times (and, to the extent applicable, locations) to be mutually agreed upon, (c) as set forth in the next paragraph, assistance from the Company in the preparation of customary marketing materials to be used in connection with the syndication (collectively with the Term Sheets, the “Information Materials”), (d) the hosting, with us and senior management of the Company of a reasonable number of conference calls or meetings of prospective Lenders, in each case at times (and, to the extent applicable, locations) to be mutually agreed upon, (e) your using commercially reasonable efforts to obtain (x) corporate credit and/or corporate family ratings for the Company and (y) ratings for the Bridge Facility and the New Notes, in each case from each of Moody’s Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Financial Services, LLC (“S&P”) as soon as practical and in any event prior to the Closing Date and (f) your ensuring that, prior to and during the syndication of the Facilities, there shall be no competing offering, placement or arrangement of any debt securities (other than the New Notes) or bank financing of the Company or its subsidiaries (and after using your commercially reasonable efforts, to the extent practical and appropriate and in all instances subject to, and not in contravention of, the terms of the Acquisition Agreement as in effect on the date hereof, the Target or its subsidiaries) without our consent (such consent not to be unreasonably withheld, delayed or conditioned) if such debt securities or bank financing would have a materially detrimental effect upon the primary syndication of the Facilities (it being agreed that the foregoing shall not apply to the Facilities, any debt permitted to be incurred by the Target under the Acquisition Agreement, drawings under existing revolving credit facilities or any ordinary course working capital facilities, capital leases, letters of credit, purchase money debt or equipment financings). Without limiting your obligations to assist with syndication efforts as set forth above, we agree that the successful completion of such syndication prior to the Closing Date is not a condition to the Commitment Party’s commitment hereunder.

You will assist us in preparing Information Materials, including Confidential Information Memoranda, for distribution to prospective Lenders. If reasonably requested by us, you also will use commercially reasonable efforts to assist us in preparing an additional version of the Information Materials (the “Public-Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (consisting exclusively of information and documentation with respect to the Company, the Target and your and its respective affiliates that is either publicly available or not material with respect to the Company, the Target and your and its respective affiliates within the meaning of United States federal and state securities laws) with respect to the Company, the Target and your and its respective affiliates and any of

the Company’s or the Target’s securities (“MNPI”) and who may be engaged in investment and other market related activities with respect to any such entity’s securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that no MNPI is contained therein. You also acknowledge that Commitment Party Public-Siders who are publishing debt analysts may participate in any meetings held pursuant to clause (d) of the preceding paragraph; provided that such analysts shall not publish any information obtained from such meetings (i) until the syndication of the Bridge Facility has been completed upon the making of allocations by JPMorgan and JPMorgan freeing the Bridge Facility to trade or (ii) in violation of any confidentiality agreement between you and the Commitment Party.

You agree that the following documents may be distributed to both Private-Siders and Public-Siders, unless you advise the Lead Arranger in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders: (a) administrative materials prepared by the Commitment Party for prospective Lenders (such as a lender meeting invitation, lender allocation, if any, and funding and closing memoranda), (b) notification of changes in the terms of the Facilities, (c) draft and final definitive documentation with respect to the Facilities and (d) other materials intended for prospective Lenders after the initial distribution of Information Materials. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

JPMorgan, in its capacity as Lead Arranger, will manage, subject to your consultation rights, all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. In its capacity as Lead Arranger, JPMorgan will have no responsibility other than to arrange the syndication as set forth herein and in no event shall be subject to any fiduciary or other implied duties. The Company agrees that it will not assert any claim against the Lead Arranger based on an alleged breach of fiduciary duty by the Lead Arranger in connection with this Commitment Letter and the transactions contemplated hereby. Additionally, you acknowledge and agree that, as Lead Arranger, JPMorgan is not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Lead Arranger shall have no responsibility or liability to you with respect thereto.

To assist us in our syndication efforts, you agree to use commercially reasonable efforts promptly to prepare and provide to us all customary information reasonably available to you with respect to the Company, the Target and your and its respective subsidiaries, the Transaction and the other transactions contemplated hereby, including all reasonably available financial information concerning the Target and projections (such as financial estimates, forecasts and other forward looking statements) relating to the Target, the Transaction and the other transactions contemplated hereby (the “Projections”), as we may reasonably request in connection with the arrangement and syndication of the Facilities. You hereby represent and warrant (with respect to the Target and its subsidiaries, to your knowledge) that (a) all written information relating to the Company and its subsidiaries, the Transaction and the other transactions contemplated hereby other than the Projections and information of a general economic or industry nature (the “Information”) that has been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make

the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to us by you or any of your representatives have been or will be prepared in good faith based upon assumptions believed in good faith by you to be reasonable at the time so made available to us; it being understood by us that such financial projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular financial projections will be realized, that actual results may differ and that such differences may be material. You understand that we may, in arranging and syndicating the Facilities, use and rely on the Information and Projections without independent verification thereof.

As consideration for the commitments and agreements of the Commitment Party hereunder, you agree to cause to be paid the nonrefundable fees described in the Fee Letter, dated the date hereof and delivered herewith (the “Fee Letter”).

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, the only conditions to the availability of the Facilities on the Closing Date are: (a) since June 30, 2018, there has not occurred any Parent Material Adverse Effect (as defined in the Acquisition Agreement) or Company Material Adverse Effect (as defined in the Acquisition Agreement) or any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had and would reasonably be expected to have a Parent Material Adverse Effect or Company Material Adverse Effect; (b) JPMorgan having been afforded a period of not less than 15 consecutive Business Days (as defined in the Acquisition Agreement) from the later of (i) the date the Joint Proxy Statement (as defined in the Acquisition Agreement) is first mailed to the stockholders of the Company and the Target and (ii) the date of JPMorgan’s receipt of the financial statements required by paragraphs (e) and (f) of Exhibit D to complete syndication thereof; provided that (x) November 22, 2018, November 23, 2018, January 21, 2019 and February 18, 2019 shall not be counted as Business Days for such 15 consecutive Business Day period (it being understood that such exclusions shall not restart such 15 consecutive Business Day period) and (y) such consecutive 15 Business Day period shall either be completed on or prior to December 21, 2018 or commence no earlier than January 2, 2019; provided, further that if you believe that you have fulfilled the obligation to deliver the financial statements required by paragraphs (e) and (f) of Exhibit D, you may deliver to JPMorgan written notice to that effect (stating that date that you believe you completed such delivery), in which case you shall be deemed to have delivered such financial statements required by paragraphs (e) and (f) of Exhibit D on the date specified in such notice, unless JPMorgan in good faith reasonably believes that you have not completed delivery of such financial statements and, within two Business Days (as defined in the Acquisition Agreement) after the delivery of such notice by you, JPMorgan delivers a written notice to you to that effect (stating with specificity the financial statements required by paragraphs (e) and (f) of Exhibit D that has not been delivered), in which case such financial statements shall be deemed to be delivered immediately upon delivery by you of such financial statements reasonably addressing the points contained in the notice; (c) the closing of the Facilities on or before April 30, 2019; and (d) the other conditions set forth in Exhibit D and in the immediately following paragraph.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Bridge Facility Documentation, the Revolving Facility Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations and warranties the accuracy of which shall be a condition to availability of the Facilities on the date of funding under the Facilities (the “Closing Date”), shall be (i) the representations and warranties made by the Target in the Acquisition Agreement that are material to the interests of the Lenders (in their capacity as such), but only to the extent that the Company (or any of its affiliates) has the right not to consummate the Acquisition or to terminate its (or its affiliates’) obligations under the

Acquisition Agreement as a result of a breach of such representations or warranties (the “Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) and (b) the terms of the applicable Facilities Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth in the immediately preceding paragraph of this Commitment Letter are satisfied or waived (it being understood that, to the extent that any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than any security interest in any Collateral (1) which may be perfected by the filing of a financing statement under the Uniform Commercial Code (the “UCC”) and (2) which may be perfected by the delivery of equity certificates (and related equity powers) of the Borrower and the Guarantors that are part of the Collateral (other than any such equity certificates (and related equity powers) relating to any subsidiary of the Target to the extent not received by you after your use of commercially reasonable efforts to do so) (3) which is perfected under the Existing Credit Agreement, including existing real property mortgages if the Revolving Facility takes the form of the RBL Amendment, and (4) at least 50% of the PV-9 value of the oil and gas properties evaluated in the Initial Reserve Report evidenced by executed real property mortgages encumbering such properties) after your use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral (including, for the avoidance of doubt, deposit accounts, commodities accounts and securities accounts) shall not constitute a condition precedent to the availability of, and shall not affect the size of, the Facilities on the Closing Date, but instead shall be required to be delivered and/or perfected after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably within 60 days following the Closing Date (or such later date as may be reasonably agreed between the Administrative Agent and the Borrower)); provided that, notwithstanding the foregoing, the Borrower and the Guarantors shall use their commercially reasonable efforts to deliver executed real property mortgages encumbering not less than 85% of the PV-9 value of the oil and gas properties evaluated in the Initial Reserve Report) on the Closing Date to secure the Revolving Facility. For purposes hereof, “Specified Representations” means the representations and warranties referred to in the Term Sheets relating to corporate existence; power and authority, due authorization, execution and delivery and the enforceability of the Facilities Documentation, in each case as they relate to the entering into and performance of the applicable Facilities Documentation; solvency of the Borrower and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions (to be determined in a manner consistent with the solvency certificate to be delivered in the form of Annex I to Exhibit D hereto); Federal Reserve margin regulations; the Investment Company Act; and use of proceeds not in violation of anti-corruption laws and sanctions. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provisions”.

You agree to indemnify and hold harmless the Commitment Party, its affiliates and their respective directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facilities, the use of the proceeds thereof, the Transaction or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto and whether or not such proceeding is instituted or brought on behalf of a third party or by you or any of its affiliates, and to reimburse each indemnified person promptly on demand for the reasonable legal or other reasonable, documented, out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the bad faith, willful misconduct or gross negligence of such indemnified person, its affiliates or any of their directors, employees, advisors or agents or any material breach of the obligations of such indemnified person or any of its affiliates under this Commitment Letter. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission

systems, except to the extent such damages are found by a final, non-appealable judgment of a court to arise from the bad faith, gross negligence, willful misconduct of, or a material breach of this Commitment Letter by, such indemnified person, its affiliates or any of their directors, employees, advisors or agents. In addition, no indemnified person shall be liable for any special, indirect, consequential or punitive damages in connection with this Commitment Letter, the Facilities, the use of the proceeds thereof, the Transaction or any related transaction.

You acknowledge that the Commitment Party and its affiliates (the term “Commitment Party” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Party will not use confidential information obtained from you or with respect to the Target by virtue of the transactions contemplated hereby or its other relationships with you in connection with the performance by the Commitment Party of services for other companies, and the Commitment Party will not furnish any such information to other companies. You also acknowledge that the Commitment Party has no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies. You further acknowledge that JPMorgan is a full service securities firm and JPMorgan may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of other companies that may be the subject of the transactions contemplated by this Commitment Letter.

The Commitment Party may employ the services of its affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates information concerning you and the other companies that may be the subject of the transactions contemplated by this Commitment Letter, and, to the extent so employed, such affiliates shall be entitled to the benefits afforded, and subject to the provisions governing the conduct of, the Commitment Party hereunder.

This Commitment Letter shall not be assignable by either party hereto to any person without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) (and any purported assignment without such consent shall be null and void). This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and the Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.

This Commitment Letter and any claim, controversy or dispute arising under or related to this Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. Each party hereto consents to the exclusive jurisdiction and venue of the state or federal courts located in the City and County of New York. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in the state or federal courts located in the City and County of New York and (b) any right it may have to a trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of this Commitment Letter, the Term Sheets, the Fee Letter, the transactions contemplated hereby or the performance of services

hereunder; provided that (a) the interpretation of the definition of “Company Material Adverse Effect” (as defined in the Acquisition Agreement) and whether there shall have occurred a “Company Material Adverse Effect” (as defined in the Acquisition Agreement) (b) whether the Acquisition Agreement Representations are accurate and whether as a result of a breach thereof you (or your affiliate) has the right not to consummate the Acquisition or to terminate your (or its) obligations under the Acquisition Agreement and (c) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement (collectively, the “Acquisition Related Matters”), in each case, shall be governed by, and construed in accordance with, the Laws (as defined in the Acquisition Agreement) of the State of Delaware, regardless of the Laws (as defined in the Acquisition Agreement) that might otherwise govern under any applicable principles of conflicts of laws of the State of Delaware, except to the extent that the VSCA (as defined in the Acquisition Agreement) is mandatorily applicable to any provision of the Acquisition Agreement.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheets or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person (including, without limitation, other potential providers or arrangers of financing) except (a) to your officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents and advisors and, on a confidential basis, those of the Target, who are directly involved in the consideration of this matter (provided that any disclosure of the Fee Letter to the Target or its officers, directors, employees, attorneys, accountants, agents or advisors shall be redacted in a manner reasonably satisfactory to the Commitment Party), (b) as may be compelled in a legal, judicial or administrative proceeding or as otherwise required by law (including, without limitation, United States federal and state securities laws and regulations) or requested by a governmental authority (in which case you agree to inform us promptly thereof to the extent lawfully permitted to do so), provided that the foregoing restrictions shall cease to apply (except in respect of the Fee Letter and its terms and substance) after this Commitment Letter has been accepted by you and (c) to the extent you deem reasonably necessary or advisable in connection with complying with your obligations in connection with the syndication of the Facilities, the marketing of the New Notes and the satisfaction of the conditions to the availability of the Facilities.

The Commitment Party hereby notifies you that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Company and each Guarantor (as defined in the Term Sheets), which information includes their names, addresses, tax identification numbers and other information that will allow the Commitment Party to identify the Company and each Guarantor in accordance with the Patriot Act.

The jurisdiction, governing law, waiver of jury trial, compensation, reimbursement, indemnification and confidentiality provisions contained herein and in the Fee Letter and any other provision herein or therein which by its terms expressly survives the termination of this Commitment Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder (provided that the reimbursement and indemnification provisions shall be superseded entirely by the definitive financing documentation).

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheets and the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on November 2, 2018. This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. Each of the parties hereto agrees that each of this Commitment Letter and the Fee Letter, if accepted by you as provided in this paragraph, is a binding and enforceable agreement with

respect to the subject matter contained herein, including an agreement to negotiate in good faith the Bridge Facility Documentation and the Revolving Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter.

We are pleased to have been given the opportunity to assist you in connection with this important financing.

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the Commitment Letter (the “Commitment Letter”) to which this Exhibit A is attached or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

Denbury Resources Inc. (the “Company”) and/or certain of its affiliates intends, through a newly formed wholly-owned subsidiary, Dragon Merger Sub Inc., a corporation organized under the laws of the State of Virginia (“Merger Sub”), and a newly formed wholly-owned subsidiary, DR Sub LLC, a limited liability company organized under the laws of Virginia (“LLC Sub”), to acquire (the “Acquisition”) Penn Virginia Corporation, a corporation organized under the laws of the State of Virginia (the “Target”), pursuant to the Acquisition Agreement (as defined below).

In connection with the foregoing, it is intended that:

administrative agent, collateral agent and sole lead arranger, in each case shall be released in full (the “Refinancing”).

The transactions described above (including the payment of Acquisition Costs and the repayment of such existing indebtedness of the Company or the Target (or both)) are collectively referred to herein as the “Transactions”, and the transactions described in clause (d) above are collectively referred to herein as the “Refinancing”.

Set forth below is a summary of the terms and conditions for the Bridge Facility. Capitalized terms used but not defined in this Exhibit B shall have the meanings set forth in the Commitment Letter to which this Term Sheet is attached, including Exhibits A, C and D thereto.

Capitalized terms used but not defined herein have the meanings given in the Summary of Terms and Conditions of the Bridge Facility to which this Annex I is attached.

Set forth below is a summary of the terms and conditions for the Revolving Facility. Capitalized terms used but not defined in this Exhibit C shall have the meanings set forth in the Commitment Letter to which this Term Sheet is attached, including Exhibits A, B and D thereto

Subject in all respects to the Certain Funds Provisions, the availability of the Facilities on the Closing Date shall be subject to the satisfaction or waiver of the following conditions. Capitalized terms used but not defined herein have the meanings given in the Commitment Letter and the other Exhibits thereto.

(a)Each Loan Party shall have executed and delivered the applicable Facilities Documentation on terms consistent with the Commitment Letter.

(b)Subject to the Certain Funds Provisions, the Acquisition shall be consummated in all material respects in accordance with the Acquisition Agreement substantially concurrently with the initial funding of the Bridge Facility (if applicable) and the RBL Amendment or the Refinancing RBL Facility, as applicable, and, subject to the Certain Funds Provisions, no provision thereof shall have been waived, amended, supplemented or otherwise modified, and no consent shall have been given thereunder in any manner materially adverse to the interests of the Commitment Party or the Lenders without the prior written consent of the Commitment Party (not to be unreasonably withheld, delayed or conditioned); provided, that, unless funded by equity, an increase in the purchase price under the Acquisition Agreement greater than (but no such increase equal to or less than) 10% of such purchase price shall be deemed to be materially adverse to the interests of the Commitment Part or the Lenders; provided, further, that, unless accompanied by a dollar-for-dollar decrease in (i) first, Closing Date availability under the Revolving Facility and (ii) thereafter, the commitment amounts under the Bridge Facility and the Initial Borrowing Base on a pro rata basis, a decrease in the purchase price under the Acquisition Agreement greater than (but no such decrease equal to or less than) 10% of such purchase price shall be deemed to be materially adverse to the interests of the Commitment Part or the Lenders.

(c)The Lenders, the Administrative Agent and the Arranger shall receive all fees and invoiced expenses (to the extent invoiced at least three business days prior to the Closing Date) required to be paid by the Company on or before the Closing Date substantially concurrently with the initial funding of the Bridge Facility and the RBL Amendment or the Refinancing RBL Facility, as applicable.

(d)(i) The Administrative Agent shall have received, at least 5 days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and requested in writing by the Administrative Agent no later than ten business days prior to the Closing Date and (ii) if the Borrower qualifies as a “legal entity” customer under 31 C.F.R. § 1010.230 and the Administrative Agent has provided the Borrower the name of each requesting Lender and its electronic delivery requirements at least ten business days prior to the Closing Date, the Administrative Agent and each such Lender requesting a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 (such certification, a “Beneficial Ownership Certification”) will have received, at least 5 days prior to the Closing Date, the Beneficial Ownership Certification in relation to the Borrower.

(e)The Administrative Agent shall have received (i) audited consolidated financial statements of the Company for the three most recently completed fiscal years, (ii) (x) the audited consolidated balance sheets of the Target and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity

and cash flows for the year ended December 31, 2017 (successor), for the period from September 13, 2016 through December 31, 2016 (successor), the period from January 1, 2016 through September 12, 2016 (predecessor) and the year ended December 31, 2015 (predecessor) and (y) the audited consolidated balance sheet of the Target and its subsidiaries and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each subsequent fiscal year that ended at least 60 days prior to the Closing Date, (iii) unaudited consolidated financial statements of the Company for each fiscal quarter ended after the latest fiscal year referred to in clause (i) above (other than the last fiscal quarter of such latest fiscal year) that ended at least 40 days prior to the Closing Date, and unaudited consolidated financial statements of the Company for the corresponding period of the prior fiscal year (which, in each case, (x) need not include any information or notes not required by Article 10 of Regulation S-K of the Securities Act of 1933, as amended (the “Act”), to be included in unaudited interim financial statements of the Company and (y) are subject to normal year-end adjustments), and (iv) (x) the unaudited condensed consolidated balance sheets of the Target and its subsidiaries as of, and the related condensed consolidated statements of operations, comprehensive income (loss) and cash flows for the fiscal quarter ended, September 30, 2018 and, in the case of the statements of operations, comprehensive income (loss) and cash flows, unaudited condensed consolidated financial statements of the Target for the corresponding period of the prior fiscal year, and (y) the unaudited condensed consolidated balance sheet of the Target and its subsidiaries and the related statements of operations, comprehensive income (loss) and cash flows for each fiscal quarter ended after the latest fiscal year referred to in clause (ii)(y) above (other than the last fiscal quarter of such latest fiscal year) that ended at least 40 days prior to the Closing Date, and, in the case of the statements of operations, comprehensive income (loss) and cash flows, unaudited condensed consolidated financial statements of the Target for the corresponding period of the prior fiscal year (which, in each case, (x) need not include any information or notes not required by Article 10 of Regulation S-K of the Act to be included in unaudited interim financial statements of the Target and (y) are subject to normal year-end adjustments). The Administrative Agent confirms receipt of the financial statements described in clause (ii)(x) above.

(f)The Administrative Agent shall have received a pro forma consolidated balance sheet of the Company as at the date of the most recent balance sheet of the Company delivered pursuant to clause (i) of the preceding paragraph and a pro forma statement of operations for the four-quarter period ending on such date, in each case adjusting such financial statements to give effect to the consummation of the Acquisition and the financings contemplated hereby as if such transactions had occurred on such date or on the first day of such period, as applicable, prepared in accordance with Regulation S-X of the Act, except, with respect to Rules 3-10 and 3-16 thereof and certain other exceptions, as may be agreed.

(g)The Administrative Agent shall have received (i) customary legal opinions regarding the Borrower and the Guarantors, (ii) customary closing certificates (limited to, in each case for the Borrowers and the Guarantors: (x) customary corporate (or other organizational) resolutions and charter documents; (y) good standing certificates from the jurisdiction of organization of the Borrowers and the Guarantors, as applicable (to the extent such concept exists in the applicable jurisdiction); and (z) customary officers’ incumbency certificates), (iii) customary notice of borrowing (provided that such notice and certifications required by clause (i) above or this clause (ii) shall not include any representation or statement as to the absence (or existence) of any default or event of default or a bring-down of representations and warranties), and (iv) a chief executive officer’s (or such other officer with equivalent duties) solvency certificate from substantially in the form set forth in Annex I to this Exhibit D.

(h)[Reserved.]

(i)The Company shall have delivered to the Commitment Parties, no later than 30 days prior to the Closing Date, a customary prospectus or preliminary offering memorandum and other customary marketing materials relating to the New Notes usable in a customary high-yield road show, which shall comply with the rules and regulations (including Regulation S-X) of the Act, and the investment bank engaged to place the New Notes shall have been afforded a reasonable period, which shall not be less than 13 business days, following the receipt of such documentation to place the New Notes with qualified purchasers thereof.

(j)The Administrative Agent shall have received title information for not less than 50% of the PV-9 value of the Borrowing Base Properties evaluated in the Initial Reserve Report on the Closing Date consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties and acquired oil and gas properties are located.

(k)The Administrative Agent shall have received the (i) initial Reserve Report of DeGolyer and MacNaughton for the oil and gas properties of the Borrower and its subsidiaries as of December 31, 2017 and (ii) the initial Reserve Report of DeGolyer and MacNaughton for the oil and gas properties of the Target as of December 31, 2017 (the “Initial Reserve Report”).

(l)Substantially concurrently with the initial funding of the Bridge Facility and the RBL Amendment or the Refinancing RBL Facility, as applicable, the Refinancing shall have been consummated.

TO:        JPMorgan Chase Bank, N.A., as Administrative Agent

DATE:        [___], 201[_]

Pursuant to Section [__] of the Bridge Loan Agreement, the undersigned Authorized Officer of the Borrower hereby certifies on behalf of (and in his/her capacity as an Authorized Officer of) the Borrower, and not in his/her personal capacity, as follows:

The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Delivery of an executed counterpart of a signature page of this Certificate by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Certificate.