In the United States Bankruptcy Court for the Southern District of Texas Houston Division

Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 1 of 43

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

) In re: ) Chapter 11 ) BRUIN E&P PARTNERS, LLC, et al.,1 ) Case No. 20-33605 (MI) ) Debtors. ) (Jointly Administered) ) )

SUMMARY COVER SHEET TO THE FIRST AND FINAL FEE APPLICATION OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE DEBTORS FOR ALLOWANCE (AND FINAL APPROVAL) OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED FOR THE PERIOD OF JULY 17, 2020 THROUGH AUGUST 31, 2020

Name of Applicant: PJT Partners LP Applicant’s Role in Case: Investment Banker to the Debtors Date Order of Employment Signed: August 27, 2020 effective as of July 17, 2020 [Docket No. 231] Beginning of Period End of Period Time period covered by this First and Final Fee Application: July 17, 2020 August 31, 2020 Time period(s) covered by prior Applications: N/A Total amounts awarded in all prior Applications: N/A Total fees requested in this First and Final Fee Application: $10,372,580.65 Total professional fees requested in this First and Final Fee Application: $10,372,580.65

Total actual professional hours covered by this Application: 120.5 Average hourly rate for professionals: N/A

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ proposed claims and noticing agent at http://omniagentsolutions.com/bruin. The location of Debtor Bruin E&P Partners, LLC’s principal place of business and the Debtors’ service address in these chapter 11 cases is 602 Sawyer Street, Suite 710, Houston, Texas 77007.

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Total paraprofessional fees requested in this Application: N/A Total actual paraprofessional hours covered by this N/A Application: Average hourly rate for paraprofessionals: N/A Total expenses requested in this First and Final Fee Application: $0.00

Total to be Paid to Priority Unsecured Creditors: $1.2 million Anticipated % Dividend to Priority Unsecured Creditors: 100% Total to be Paid to General Unsecured Creditors: Class 5A GUC: $6.6 million Class 5B GUC: 0.4% of equity in the Reorganized Debtors. The majority of Class 5B will also share 7.1% of the equity in the Reorganized Debtors as Class 4 claimants. Anticipated % Dividend to General Unsecured Creditors: Class 5A GUC: 100% Class 5B GUC: 0.2% Date of Confirmation Hearing: July 17, 2020 Indicate whether plan has been confirmed: Yes (Docket No. 236)

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

) In re: ) Chapter 11 ) BRUIN E&P PARTNERS, LLC, et al.,1 ) Case No. 20-33605 (MI) ) Debtors. ) (Jointly Administered) ) )

FIRST AND FINAL FEE APPLICATION OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE DEBTORS FOR ALLOWANCE (AND FINAL APPROVAL) OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED FOR THE PERIOD OF JULY 17, 2020 THROUGH AUGUST 31, 2020

This application seeks an order that may adversely affect you. If you oppose the application, you should immediately contact the moving party to resolve the dispute. If you and the moving party cannot agree, you must file a response and send a copy to the moving party. You must file and serve your response within 21 days of the date this was served on you. Your response must state why the application should not be granted. If you do not file a timely response, the relief may be granted without further notice to you. If you oppose the application and have not reached an agreement, you must attend the hearing. Unless the parties agree otherwise, the court may consider evidence at the hearing and may decide the application at the hearing.

Represented parties should act through their attorney.

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PJT Partners LP (“PJT”) respectfully represents as follows:

I. Background

1. During these chapter 11 cases, PJT acted as investment banker to the above-captioned

debtors and debtors in possession (collectively, the “Debtors”).

2. On July 17, 2020 (the “Petition Date”), the Debtors each filed voluntary petitions with

the Court for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”).

3. On August 4, 2020, the Debtors filed the Debtors’ Application for Entry of An Order (I)

Authorizing the Retention and Employment of PJT Partners LP as Investment Banker for the

Debtors and Debtors In Possession, Effective as of the Petition Date, (II) Waiving Certain Time-

Keeping Requirements, and (III) Granting Related Relief [Docket No. 141] (the “Retention

Application”), pursuant to which the Debtors sought authority to employ and retain PJT as its investment banker pursuant to the terms of an engagement letter (the “Engagement Letter”) dated April 23, 2020. A copy of the Engagement Letter is attached as an exhibit to the Retention

Application.

4. On August 26, 2020, the Court entered the Order Approving the Debtors’ Disclosure

Statement and Confirming the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Bruin E&P Partners, LLC, and Its Debtor Subsidiaries [Docket No. 222]. On August 28,

2020, the Court entered the Amended Order Approving the Debtors’ Disclosure Statement and

Confirming the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Bruin E&P

Partners, LLC, and its Debtor Subsidiaries (the “Plan”) [Docket No. 236]. The Debtors’ Plan became effective on August 31, 2020 (the “Effective Date”).

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5. On August 27, 2020, the Court entered the Order (I) Authorizing the Retention and

Employment of PJT Partners LP as Investment Banker for the Debtors and Debtors In

Possession, Effective as of the Petition Date, (II) Waiving Certain Time Keeping Requirements, and, (III) Granting Related Relief [Docket No. 231] (the “Retention Order”) approving the

Retention Application and authorized the employment and retention of PJT effective as of the

Petition Date, pursuant to the terms of the Engagement Letter.

6. PJT submits this first and final fee application (the “First and Final Fee Application”)

requesting: (i) the allowance (and final approval) of the Monthly Fees (as defined herein) earned

for investment banking services rendered by PJT as investment banker to the Debtors, and the

reimbursement of out-of-pocket expenses incurred during the period of July 17, 2020 through

August 31, 2020 (the “Retention Period”); (ii) allowance (and final approval) of the Capital

Raising Fee (as defined herein); and (iii) allowance (and final approval) of the Restructuring Fee

(as defined herein).

7. Investment banking services and out-of-pocket expenses for which compensation and

reimbursement are sought were rendered and incurred by PJT on behalf of the Debtors pursuant

to chapter 11 of the Bankruptcy Code.

II. The PJT Engagement

8. Pursuant to the Engagement Letter, PJT was retained to provide some or all of the

following services to the Debtors:2

(a) assist in the evaluation of the Debtors’ businesses and prospects;

(b) assist in the development of the Debtors’ long-term business plan and related financial projections;

2 Capitalized terms used but not defined herein shall have the meanings provided to them in the Engagement Letter.

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(c) assist in the development of financial data and presentations to Debtors’ Board of Directors, various creditors and other third parties;

(d) analyze the Debtors’ financial liquidity and evaluate alternatives to improve such liquidity;

(e) analyze various restructuring scenarios and the potential impact of these analyze various restructuring scenarios and the potential impact of these Restructuring;

(f) provide strategic advice with regard to restructuring or refinancing the Debtors’ Obligations;

(g) evaluate the Debtors’ debt capacity and alternative capital structures;

(h) participate in negotiations among the Debtors and its creditors, suppliers, lessors and other interested parties;

(i) value securities offered by the Debtors in connection with a Restructuring;

(j) advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities;

(k) assist in arranging financing for the Debtors, as requested;

(l) provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services;

(m) assist the Debtors in preparing marketing materials in conjunction with a possible sale transaction;

(n) assist the Debtors in identifying potential buyers or parties in interest to a potential sale transaction and assist in the due diligence process;

(o) assist and advise the Debtors concerning the terms, conditions and impact of any proposed sale transaction; and

(p) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a transaction similar to a potential Restructuring, as requested and mutually agreed.

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9. Pursuant to the Engagement Letter, as approved and modified by the Retention Order, the

Debtors agreed to pay PJT as follows in consideration for the investment banking services

rendered:3

(a) Monthly Fee: a monthly advisory fee (the “Monthly Fee”) of $150,000.00 per month. Fifty percent (50%) of all Monthly Fees paid to PJT after $1,200,000.00 in Monthly Fees have been paid shall be credited against any Restructuring Fee (as defined below);

(b) Capital Raising Fee: a capital raising fee (the “Capital Raising Fee”) for any financing arranged by PJT, earned and payable upon the closing of such financing. The Capital Raising Fee will be calculated as:

 Senior Debt. 1.0% of the total issuance size for new money senior debt financing;

 Junior Debt. 3.0% of the total issuance size for new money junior debt financing; and

 Equity Financing. 5.0% of the issuance amount for new money equity financing.

(c) Restructuring Fee: an additional fee (the “Restructuring Fee”) equal to $9,000,000.00, earned and payable upon consummation of a Restructuring.

(d) Expense Reimbursement: the Debtors agree to reimburse PJT for all reasonable and documented out-of-pocket expenses incurred during the engagement, including, but not limited to, travel and lodging, direct identifiable data processing, document production, publishing services and communication charges, courier services, working meals, reasonable fees and expenses of PJT’s counsel (without the requirement that the retention of such counsel be approved by the court in any bankruptcy case) and other necessary expenditures.

III. Services Provided by PJT

A. Services Provided Prior to the Retention Period

10. Leading up to the filing of the Debtors’ chapter 11 cases, PJT professionals advised the

Debtors on strategic alternatives, including capital raising, a marketing process, an out-of-court

exchange, and a potential standalone restructuring. The Debtors, in consultation with the

Debtors’ Board of Directors and the Debtors’ advisors, ultimately determined that the value-

3 This description of PJT’s compensation structure is for summary and illustrative purposes only. The terms of the Engagement Letter and the Retention Order shall apply to any such compensation awarded to PJT.

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maximizing path was to pursue a chapter 11 restructuring. PJT engaged in intensive negotiations

with the Debtors’ stakeholders to reach agreement on the terms of a chapter 11 plan of

reorganization. In addition, PJT advised the Debtors on all aspects of their chapter 11

reorganization, including, but not limited to, development of the restructuring strategy and approach to achieving a consensual recapitalization of the Debtors, participation in the negotiation of the recapitalization with secured creditors, general advice with respect to the prepackaged chapter 11 filing, capital raising to provide liquidity to effectuate a transaction, the valuation of the Debtors, and assistance with drafting the plan and disclosure statement. The services that PJT rendered to the Debtors were necessary and in the best interests of the Debtors and have furthered the goals of all parties in interest. It is important to recognize that, given that this was a pre-packaged chapter 11 filing, a substantial portion of PJT’s work was performed

during the period after PJT was retained and prior to the bankruptcy filing. So as not to unduly

burden the Court, the following is a summary of the services provided by PJT on behalf of the

Debtors prior to the chapter 11 filing:

(a) advised the Debtors on restructuring matters and strategic options;

(b) assisted in the development of the Debtors’ business plan and associated financial projections;

(d) analyzed the Debtors’ financial liquidity profile;

(e) coordinated diligence and discussions with lenders and lenders’ advisors, as well as interested parties;

(f) participated in meetings with and prepared presentations for the Debtors’ board of directors;

(g) led a marketing process to gauge interest from third parties with regard to a potential new money investment;

(h) evaluated the Debtors’ debt capacity and potential capital structures;

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(i) led a marketing process to gauge interest from third parties with regard to a new money debtor-in-possession (DIP) facility;

(j) negotiated and raised a DIP from secured lenders;

(k) led negotiations with creditors and stakeholders that culminated in the pre-packaged plan of reorganization;

(l) assisted counsel with preparation of the plan and related disclosure statement exhibits, including valuation;

(m) evaluated and responded to restructuring proposals received from lenders and bondholders; and

(n) participated in numerous calls with creditor advisors to negotiate and obtain pre-petition financing.

B. Services Provided by PJT During the Retention Period

11. PJT has rendered professional services to the Debtors as requested and in furtherance of

the interests of the Debtors’ and the Debtors’ estates. The variety and complexity of the issues in

these chapter 11 cases and the need to act or respond to such issues on an expedited basis have

required the expenditure of substantial time by PJT personnel. PJT respectfully submits that the

professional services that it rendered on behalf of the Debtors were necessary and appropriate,

and have directly contributed to the effective administration of these chapter 11 cases. The

following summary of services rendered by PJT during the Retention Period is not intended to be an exhaustive description of the work performed; rather, it is merely an attempt to highlight certain of those areas in which PJT rendered services to the Debtors:

(a) advised the Debtors on restructuring matters and strategic options;

(b) provided updates to the Debtors’ executive management team;

(d) participated in calls with creditors’ advisors;

(e) prepared various analyses to assist counsel with the preparation of supplemental disclosure statement exhibits;

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(f) preparation of various analyses to assist counsel with regard to allocation of post- reorganization equity interests; and

(g) provided various support to Debtors’ counsel, as requested.

IV. The PJT Team

12. The investment banking services set forth above were performed primarily by: Peter

Laurinaitis, Partner; Laurence Whittemore, Partner; Avram Robbins, Partner; Zachary Rigoni,

Managing Director; John Hubert, Vice President; Emanuele Antonio Pascale, Vice President,

Ashim Midha, Associate; Sarabeth Fok, Associate; Elias Zenkich, Analyst; Aakriti Suri, Analyst,

and other PJT professionals as needed. Details of the background and experience of these

professionals are provided in Appendix A.

V. PJT’s Request for Compensation and Reimbursement of Out-of-Pocket Expenses Incurred

A. PJT’s Request for Allowance (and Final Approval) of Monthly Fees Earned and Reimbursement of Out-of-Pocket Expenses Incurred for the Retention Period

13. During the Retention Period, PJT provided investment banking services to the Debtors

and earned Monthly Fees for such services totaling $222,580.65. PJT respectfully requests the

allowance (and final approval) by the Court of the Monthly Fees earned during the Retention

Period pursuant to this First and Final Fee Application.

B. PJT’s Request for Allowance (and Final Approval) of the Capital Raising Fee

14. In addition to the Monthly Fees earned and out-of-pocket expenses incurred during the

Retention Period, PJT earned a Capital Raising Fee pursuant to the terms of the Engagement

Letter.

15. On August 4, 2020, this Court entered the Final Order (I) Authorizing Debtors to (A)

Obtain Postpetition Financing and (B) Use Cash Collateral, (II) Granting Adequate Protection

to Prepetition Secured Parties, (III) Granting Liens and Superpriority Claims, (IV) Modifying

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the Automatic Stay, and (V) Granting Related Relief [Docket No. 148] authorizing the Debtors to

obtain debtor-in-possession financing in the aggregate amount of up to $115 million. As a result,

PJT earned a Capital Raising Fee in the amount of 1% of $115 million ($1,150,000.00) of new

money debtor-in-possession financing raised by PJT. PJT received payment of the Capital

Raising Fee on the Effective Date pursuant to the terms of the Retention Order.4 PJT respectfully requests the allowance (and final approval) by the Bankruptcy Court of the Capital

Raising Fee.

C. PJT’s Request for Allowance (and Final Approval) of the Restructuring Fee

16. As set forth in the Engagement Letter, and as approved by the Retention Order, PJT is

entitled to a Restructuring Fee in the amount of $9,000,000.00 payable upon the consummation

of the Debtors’ Plan. The Plan was consummated and became effective on the Effective Date, at

which time the Debtors emerged from chapter 11 protection. PJT received payment of the

Restructuring Fee on the Effective Date pursuant to the terms of the Retention Order.5 PJT respectfully requests the allowance (and final approval) by the Court of the Restructuring Fee.

D. Pre-Petition Fee Credit

17. Prior to the Petition Date, PJT received a payment in the amount of $72,580.65 in respect

of its post-petition services (the “Pre-Petition Credit”). Accordingly, as noted below, subject to

this Court’s approval, PJT intends to apply the full amount of the Pre-Petition Credit against the

fees and expenses requested in this First and Final Fee Application.

4 The Retention Order provides, in pertinent part: “For the avoidance of doubt, to the extent not previously paid prior to the Petition Date, PJT shall be paid (a) each Capital Raising Fee for any financing, as to which PJT may be entitled under the Engagement Letter as soon as such financing is approved by this Court (or, if such approval occurred prior to entry of this Order, immediately following entry of this Order) and with respect to amounts available to the Debtors, and (b) the Restructuring Fee upon consummation of a Restructuring, in each case subject to subsequent Court approval of any such Capital Raising Fee or Restructuring Fee pursuant to PJT’s fee application.” 5 See footnote 4 above.

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E. Pre-Petition Expense Credit

18. Prior to the Petition Date, PJT received a pre-petition expense advance in the amount of

$50,000.00 (the “Pre-Petition Expense Advance”). With respect to the Pre-Petition Expense

Advance, PJT incurred $33,211.69 of unpaid pre-petition expenses leaving a balance of the Pre-

Petition Expense Advance in the amount of $16,788.31 (the “Pre-Petition Expense Credit”).

Accordingly, as noted below, subject to this Court’s approval, PJT intends to apply the Pre-

Petition Expense Credit against amounts requested in this First and Final Fee Application.

19. Invoices detailing the fees earned and the out-of-pocket expenses incurred during the

Retention Period are attached hereto as Appendix B. A summary of all fees earned and out-of- pocket expenses incurred during the Retention Period is outlined below:

Retention Period Fees Payment Received Amount Due July 17– 31, 20206 $72,580.65 $- $72,580.65 August 1 – 31, 2020 150,000.00 - 150,000.00 DIP Financing Fee 1,150,000.00 (1,150,000.00) - Restructuring Fee 9,000,000.00 (9,000,000.00) - Pre-Petition Credit - - (72,580.65) Pre-Petition Expense Credit - - (16,788.31) Total $10,372,580.65 ($10,150,000.00) $133,211.69

20. PJT respectfully submits that the compensation requested for the services rendered by

PJT to the Debtors during the Retention Period is fully justified and reasonable based upon

(a) the complexity of the issues presented, (b) the skill necessary to perform the financial advisory services properly, (c) the preclusion of other employment, (d) the customary fees charged to clients in non-bankruptcy situations for similar services rendered, (e) time constraints required by the exigencies of the case, and (f) the experience, reputation and ability of the professionals rendering services.

6 Pro-rated Monthly Fee calculated as follows: 15 days out of 31 days multiplied by $150,000.00.

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21. PJT respectfully submits that the services it has rendered to the Debtors have been

necessary and in the best interests of the Debtors and the Debtors’ estates. PJT respectfully

submits that under the criteria normally examined in chapter 11 reorganization cases, the

compensation requested by PJT is reasonable in light of the work performed by PJT in

connection with these cases.

22. The amount of the compensation sought in this First and Final Fee Application and PJT’s

billing practices are consistent with market practices in a bankruptcy context. PJT has never

billed its clients based on the number of hours expended by its professionals. Accordingly, PJT

does not have hourly rates for its professionals, and PJT’s professionals generally do not maintain detailed time records of the work performed for its clients. However, consistent with the Retention Order, PJT has maintained contemporaneous time records in these cases in one- half hour increments. Time records of the 120.5 hours expended by PJT professionals in providing investment banking services to the Debtors during the Retention Period are provided in Appendix C.

23. A summary of the hours expended by PJT professionals during the Retention Period is summarized below:

Summary of Hours Expended By Professional During the Retention Period Professional July 17– 31, 2020 August 1 – 31, 2020 Total Peter Laurinaitis 7.5 3.0 10.5 Laurence Whittemore 1.0 - 1.0 Avram Robbins 8.5 4.0 12.5 Zachary Rigoni 11.0 0.5 11.5 John Hubert 11.0 9.0 20.0 Emanuele Pascale 2.5 - 2.5 Ashim Midha 12.0 14.0 26.0 Sarabeth Fok 9.5 - 9.5 Elias Zenkrich 10.5 12.5 23.0 Aakriti Suri 4.0 - 4.0 Total 77.5 43.0 120.5

24. Out-of-pocket expenses incurred by PJT are charged to a client if out-of-pocket expenses

are incurred for the client or are otherwise necessary in connection with services rendered for

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such particular client. PJT does not factor general overhead expenses into any disbursements charged to its clients in connection with chapter 11 cases. PJT has followed its general internal policies with respect to out-of-pocket expenses billed to the Debtors as set forth below, with any exceptions specifically explained.

(a) All cross-country airfare charges are based upon coach class rates.

(b) With respect to local travel, PJT’s general policy enables employees to travel by taxi or, in certain circumstances, private car service to and from meetings while rendering services to a client on a client related matter, for which the client is charged. Further, and primarily for safety reasons, employees are permitted to charge to a client the cost of transportation home if an employee is required to work past 9:00 p.m. on client-specific matters. In this case and contrary to PJT’s typical practice, costs for transportation home after working past 9:00 pm were not charged to the Debtors.

(c) PJT typically permits its professionals to charge in-office dinner meals to a client after working 3 hours beyond their regularly scheduled workday if an employee is required to provide services to the client during such dinnertime, and to charge in- office meals on the weekend if an employee is required to provide services to a client on the weekend and spends at least 4 hours in the office. In this case and contrary to PJT’s typical practice, all such meal expenses were not charged to the Debtors.

(d) The External Research category of expenses includes charges from outside computer/electronic service companies that supply, for a fee, research and/or financial documents to PJT. The services provided by these companies primarily consist of the retrieval of financial documents from regulatory agencies and/or the retrieval of research that would not otherwise be available to PJT. The Internal Research category of expenses are the charges for time spent by PJT research staff in operating the computer/electronic terminals related to these computer/electronic service companies.

(e) The Publishing Services category of expenses includes charges for the production of text-based publications such as research reports and presentations, and printing and binding services.

25. All services for which PJT requests compensation were performed for and on behalf of the Debtors and not on behalf of any other person or stakeholder.

26. No agreement or understanding exists between PJT and any other entity for the sharing of compensation received or to be received for services rendered in or in connection with these proceedings.

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VI. Requested Relief

WHEREFORE, PJT respectfully requests that the Court enter an order substantially in the form attached hereto as Appendix D:

(a) allow and grant final approval of (i) PJT’s Monthly Fees earned during the Retention Period in the amount of $222,580.65 (ii) PJT’s Capital Raising Fee earned in the amount of $1,150,000.00, and (iii) PJT’s Restructuring Fee earned in the amount of $9,000,000.00 for the Retention Period;

(b) authorizing and direct the Debtors to pay PJT’s allowed and unpaid fees and out-of- pocket expenses earned or incurred during the Retention Period as follows:

Monthly Fees $222,580.65 Capital Raising Fee 1,150,000.00 Restructuring Fee 9,000,000.00 Less: Payments Received (10,150,000.00) Less: Pre-Petition Credit (72,580.65) Less: Pre-Petition Expense Credit (16,788.31) Total Amount Due $133,211.69

Dated: October 14, 2020 Respectfully Submitted,

By: /s/ Peter Laurinaitis Peter Laurinaitis Partner PJT Partners LP 280 Park Avenue New York, New York 10017

Investment Banker to the Debtors

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

) In re: ) Chapter 11 ) BRUIN E&P PARTNERS, LLC, et al.,1 ) Case No. 20-33605 (MI) ) Debtors. ) (Jointly Administered) ) )

CERTIFICATION OF PETER LAURINAITIS

I, Peter Laurinaitis, certify as follows:

1. I am a Partner of PJT Partners LP (“PJT”), an investment banking firm whose

principal address is 280 Park Avenue, New York, New York 10017.

2. I have read PJT’s first and final fee application for allowance of compensation for

services rendered and reimbursement of expenses incurred as investment banker to the above-

captioned Debtors (the “Debtors”) for the period of July 17, 2020 through August 31, 2020 (the

“First and Final Fee Application”). To the best of my knowledge, information, and belief,

formed after reasonable inquiry, the compensation and expense reimbursement sought in the

First and Final Fee Application is in conformity with the Bankruptcy Code, the Local Rules for

Southern District of Texas, and the Guidelines for Compensation and Expense Reimbursement

of Professionals, and the compensation and expense reimbursement requested are billed at rates,

in accordance with practices, no less favorable than those customarily employed by PJT and

generally accepted by PJT’s clients.

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Dated: October 14, 2020 By: /s/ Peter Laurinaitis Peter Laurinaitis Partner

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APPENDIX A

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Biographies of PJT Professionals

 Peter Laurinaitis. Peter Laurinaitis is a Partner in the Restructuring and Special Situations Group at PJT Partners LP. Select matters include: Aquila, Inc., Bally Total Fitness, Barneys New York (Istithmar), BPZ Resources (UCC), Bruin E&P Partners, Brown Jordan International, Inc., Capmark Financial Group Inc. (first lien), Chaparral Energy (bonds), Denbury Resources (bonds), Dynegy Holdings, LLC (UCC), Endeavour International, EP Energy (creditors), Flying J Inc., GateHouse Media, General Motors Corporation, Halcón Resources, Harry & David Holdings, Inc. (PBGC), Horsehead Industries, Inc., HSH Nordbank AG (JC Flowers), LINN Energy (bonds), Magnum Hunter Resources, Net Serviços De Comunicação S.A., NewPage Corporation (first lien), New Gulf Resources (creditors), Noble Corporation (creditors), Pacific Lumber Company, Penn Virginia Corporation (bonds), Quicksilver Resources (2L), Sabine Oil & Gas (UCC), Scotia Pacific Company, LLC, SemGroup, L.P., State of Kansas, Whiting Petroleum (bonds), Vanguard Natural Resources (bonds), and Vitro America, LLC (UCC). Mr. Laurinaitis has been involved in financial advisory work across a broad range of industries. Mr. Laurinaitis was a Manager at Arthur Andersen LLP in its Corporate Restructuring group. Mr. Laurinaitis received a BS in Accounting from the University of Central Florida, an MSA in Accounting from the University of Central Florida and an MBA in Finance from the Wharton School of the University of Pennsylvania. Mr. Laurinaitis is a Certified Public Accountant (CPA, inactive), Certified Insolvency and Restructuring Advisor (CIRA) and a Certified Turnaround Professional (CTP).

 Laurence Whittemore. Mr. Whittemore is a Partner in the Strategic Advisory Group at PJT Partners LP. Prior to joining PJT Partners, Mr. Whittemore spent 25 years at JPMorgan in a variety of roles covering the energy sector, the most recent of which was overseeing the firm’s oil and gas advisory business in North America. In this position, he led advisory teams on public and private corporate takeovers, cross-border mergers, corporate separations, joint ventures, asset sales and purchases, contested takeovers and corporate and activist defense. Prior to his M&A group role, Mr. Whittemore was a senior member of the global energy coverage group leading strategic advisory and equity and debt financings for oil and gas, midstream and power clients. He spent the first three years of his career at Credit Suisse in New York. Mr. Whittemore graduated cum laude from Dartmouth College with an AB in History. He also received an MBA with distinction from the Amos Tuck School of Business Administration where he was an Edward Tuck Scholar.

 Avram Robbins. Mr. Robbins is a Managing Director in the Restructuring & Special Situations Group at PJT Partners LP. Prior to PJT Partners LP’s spin out from Blackstone, Mr. Robbins worked at The Blackstone Group which he joined in 2011. Mr. Robbins has been involved in financial advisory work across a broad range of industries and has advised a combination of both debtors and creditors. Representative matters include: Arsenal Resources LLC, Aspect Software, All American Oil & Gas Inc., Bruin E&P Partners, Endeavour International, GateHouse Media, Halcón Resources, JCPenney, Legacy Reserves, Meridian Lightweight Technologies, NewPage, Penn Foster, Philadelphia Energy Solutions, Rex Energy Corporation, RockPile Energy Services LLC, Samson Resources, Sanchez Energy Corporation, Sea Lion Shipping, Southland Royalty

Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 20 of 43

Company LLC, Toisa Ltd, The Hellenic Republic, The Princeton Review, Travelport, Triangle USA Petroleum Corporation, Ultra Petroleum Corporation, and Whiting Petroleum Corporation. Before joining Blackstone, Mr. Robbins worked as a distressed research analyst at J.P. Morgan. Prior to J.P. Morgan, Mr. Robbins worked as a high yield desk analyst at Morgan Stanley. Mr. Robbins graduated from Brown University with a B.A. and M.Sc. in Biomedical Engineering. He received his MBA in Finance from the Wharton School at the University of Pennsylvania.

 Zachary Rigoni. Mr. Rigoni is a Managing Director in the Strategic Advisory Group at PJT Partners LP. Mr. Rigoni has over 10 years of energy and infrastructure experience and has advised on a variety of transactions, including M&A, financings and restructurings with experience spanning across the exploration & production, oilfield services, midstream, merchant generation, renewables and biofuels, retail energy marketing and regulated utility sectors. Mr. Rigoni worked in the Power & Utilities and Oil & Gas investment banking groups of Credit Suisse, working on M&A and leveraged finance transactions. Previously, he worked as a management consultant and senior structural engineer at Sargent & Lundy LLC, where he performed independent engineering reviews, designed power infrastructure assets and led site condition assessments. Mr. Rigoni received an MBA with honors from the University of Chicago Booth School of Business and a B.S. in Civil Engineering, summa cum laude, from Bradley University. Mr. Rigoni is a CFA charterholder.

 John Hubert. John Hubert is a Vice President at PJT Partners, having joined the predecessor group at Blackstone in 2014. Since joining PJT, Mr. Hubert has assisted in advising on a variety of transactions and restructurings, including Acosta Sales and Marketing, American Seafoods Group, Aspect Software, Arch Coal, Brock Group, Bruin E&P Partners, Centric Brands, Hafnia Tankers, Houston Regional Sports Network, Navig8 Product Tankers Inc., NGPL, Odebrecht Oil and Gas, Sequa Corporation, and TransPerfect. Before joining Blackstone, Mr. Hubert worked at Morgan Stanley in the Debt Capital Markets and Sales & Trading divisions. Mr. Hubert received a BS in Economics and Art History from Duke University, where he graduated cum laude. Additionally, Mr. Hubert received an MBA from Columbia Business School, where he graduated with Dean’s Honors.

 Emanuele Antonio Pascale. Mr. Pascale is a Vice President in the Strategic Advisory Group at PJT Partners, based in New York. Prior to joining PJT Partners in 2019, Mr. Pascale spent over three years at J.P. Morgan in the Mergers and Acquisitions group and previously worked at Morgan Stanley in the Media and Communications group. In addition to his investment banking experience, Mr. Pascale spent eight years at Alcatel- Lucent covering various positions in R&D, Product Management and Sales, most recently as Chief of Staff of Asia-Pacific. Over the course of his career, Mr. Pascale has worked on over $100 billion of M&A, equity and debt transactions across various industry verticals and geographies. Mr. Pascale received an MS in Telecommunications Engineering from the University of Parma in Italy and an MBA from the Wharton School of the University of Pennsylvania.

Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 21 of 43

 Ashim Midha. Mr. Midha is an Associate in the Restructuring and Special Situations Group at PJT Partners. Mr. Midha has advised companies, creditors, and stakeholders in a variety of restructuring transactions, including AFGlobal, Bruin E&P Partners, CEC Entertainment, Chaparral Energy, Cobalt International Energy, Deluxe Entertainment Services Group, Endeavour International, New Gulf Resources, the Financial Oversight and Management Board for Puerto Rico, and Samson Resources. Before re-joining PJT Partners, Mr. Midha was an Associate at Blackstone Energy Partners, a private equity firm. Prior to Blackstone, Mr. Midha was an Analyst in the Restructuring and Special Situations Group at PJT Partners, having joined the predecessor group at Blackstone in 2015. Prior to PJT Partners, Mr. Midha worked as a high yield desk analyst at Morgan Stanley, where he focused on the energy sector. Mr. Midha graduated magna cum laude from the Wharton School of the University of Pennsylvania, where he received a B.S. in Economics.

 Sarabeth Fok. Ms. Fok is an Associate in the Strategic Advisory Group at PJT Partners, based in New York. Prior to PJT Partners, Mrs. Fok worked as an Investment Banking Associate at J.P. Morgan covering the energy sector with a focus on Exploration and Production companies. Prior to pursuing an MBA, Mrs. Fok worked at Chevron for six years as an engineer and project lead in the Delaware Basin and prioritized Chevron’s development in the Permian. Prior to Chevron, Mrs. Fok had six engineering summer internships with various companies including Chevron, BASF, Kinder Morgan, and RCP Inc. Mrs. Fok received an MBA from the University of Michigan’s Ross School of Business and holds a B.S. in Mechanical Engineering from Texas A&M University’s Dwight Look College of Engineering.

 Elias Zenkich. Mr. Zenkich is an Analyst in the Restructuring & Special Situations Group at PJT Partners LP. Mr. Zenkich received a BS in Economics from the Wharton School at the University in Pennsylvania with concentrations in Finance and Legal Studies, where he graduated summa cum laude. Prior to joining PJT as an analyst, Mr. Zenkich completed internships at PJT, Chembulk Tankers, and Balyasny Asset Management.

 Aakriti Suri. Ms. Suri is an Analyst in the Strategic Advisory Group at PJT Partners, based in New York. Prior to PJT Partners, Ms. Suri worked as an Investment Banking Summer Analyst at Hermes Capital Advisors and as a Summer Analyst at Loeb NYC. Ms. Suri received a B.S. from the NYU Stern School of Business.

Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 22 of 43

APPENDIX B

Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 23 of 43

August 28, 2020

Tyler Crabtree Chief Financial Officer Bruin E&P Partners, LLC 602 Sawyer St, Suite 710 Houston, TX 77007

Restructuring Fee: $ 9,000,000.00

Financing Fee: 1,150,000.00

Total Amount Due$ 10,150,000.00

Please wire transfer funds to:

First Republic Bank 1230 Avenue of Americas New York, NY 10020 ABA# 321 081 669 Credit Account: PJT Partners LP | PJT RSSG Account Account # 80008146369

Invoice No. 10013807

PJT Partners LP Finance Department - 17th Floor 280 Park Avenue New York, NY 10017 212 364-7800 [email protected] Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 24 of 43

October 8, 2020

Tyler Crabtree Chief Financial Officer Bruin E&P Partners, LLC 602 Sawyer St, Suite 710 Houston, TX 77007

Monthly Fee pro-rated for the period of July 17, 2020 through July 31, 2020:(1) $ 72,580.65

Monthly Fee pro-rated for the period of August 1, 2020 through August 31, 2020: 150,000.00

Less: Pre-Petition Credit (72,580.65)

Less: Pre-Petition Expense Credit (16,788.31)

Total Amount Due$ 133,211.69

Invoice No. 10015713

(1) Pro-rated Monthly Fee is calculated as follows: 15 days out of 31 days multiplied by $150,000. PJT Partners LP Finance Department - 17th Floor 280 Park Avenue New York, NY 10017 212 364-7800 [email protected] Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 25 of 43

APPENDIX C

Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 26 of 43

PJT PARTNERS LP SUMMARY OF HOURS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Title Hours

Peter Laurinaitis Partner 7.5

Laurence Whittemore Partner 1.0

Avram Robbins Managing Director 8.5

Zachary Rigoni Managing Director 11.0

John Hubert Vice President 11.0

Emanuele Pascale Vice President 2.5

Ashim Midha Associate 12.0

Sarabeth Fok Associate 9.5

Elias Zenkich Analyst 10.5

Aakriti Suri Analyst 4.0

Total 77.5 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 27 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

Peter Laurinaitis 07/17/20 2.0 Preparation for First Day Hearing Peter Laurinaitis 07/17/20 0.5 Preparation for First Day Hearing with K&E Peter Laurinaitis 07/17/20 2.0 First Day Hearing Peter Laurinaitis 07/21/20 0.5 Update Call with Advisors Peter Laurinaitis 07/28/20 0.5 Update Call with Advisors Peter Laurinaitis 07/30/20 0.5 Update Call with Advisors Peter Laurinaitis 07/31/20 1.5 Call with Advisors and Management regarding various matters 7.5

Page 2 of 11 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 28 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

Laurence Whittemore 07/22/20 1.0 Review of materials 1.0

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PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

Avram Robbins 07/17/20 2.0 Preparation for First Day Hearing Avram Robbins 07/17/20 0.5 Preparation for First Day Hearing with K&E Avram Robbins 07/17/20 2.0 First Day Hearing Avram Robbins 07/20/20 0.5 Update Call with Advisors Avram Robbins 07/21/20 0.5 Update Call with Advisors Avram Robbins 07/21/20 0.5 Update Call with Advisors Avram Robbins 07/28/20 0.5 Update Call with Advisors Avram Robbins 07/30/20 0.5 Update Call with Advisors Avram Robbins 07/31/20 1.5 Call with Advisors and Management regarding various matters 8.5

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PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

Zachary Rigoni 07/17/20 2.0 First Day Prep Zachary Rigoni 07/17/20 2.0 First Day Hearing Zachary Rigoni 07/20/20 0.5 Update Call with Advisors Zachary Rigoni 07/21/20 2.0 Preparation of materials Zachary Rigoni 07/22/20 1.0 Review of materials Zachary Rigoni 07/22/20 1.0 Discussion with management Zachary Rigoni 07/23/20 0.5 Update Call with Advisors Zachary Rigoni 07/27/20 0.5 Update Call with Advisors Zachary Rigoni 07/30/20 0.5 Update Call with Advisors Zachary Rigoni 07/30/20 1.0 Preparation of materials 11.0

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PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

John Hubert 07/17/20 2.0 Preparation for First Day Hearing John Hubert 07/17/20 0.5 Preparation for First Day Hearing with K&E John Hubert 07/17/20 2.0 First Day Hearing John Hubert 07/20/20 0.5 Update Call with Advisors John Hubert 07/20/20 0.5 Update Call with Advisors and Management John Hubert 07/21/20 0.5 Update Call with Advisors John Hubert 07/21/20 0.5 Update Call with Advisors John Hubert 07/21/20 0.5 Update Call with Advisors and Management John Hubert 07/22/20 0.5 Update Call with Advisors John Hubert 07/23/20 0.5 Update Call with Advisors and Management John Hubert 07/27/20 0.5 Update Call with Advisors John Hubert 07/30/20 0.5 Update Call with Advisors John Hubert 07/30/20 1.5 Review of Court Filings John Hubert 07/31/20 0.5 Review of Credit Agreement Draft 11.0

Page 6 of 11 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 32 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

Emanuele Pascale 07/17/20 2.0 First Day Hearing Emanuele Pascale 07/30/20 0.5 Update Call with Advisors 2.5

Page 7 of 11 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 33 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

Ashim Midha 07/17/20 2.0 Preparation for First Day Hearing Ashim Midha 07/17/20 0.5 Preparation for First Day Hearing with K&E Ashim Midha 07/17/20 2.0 First Day Hearing Ashim Midha 07/20/20 0.5 Update Call with Advisors Ashim Midha 07/20/20 0.5 Email Correspondence Ashim Midha 07/21/20 0.5 Update Call with Advisors Ashim Midha 07/21/20 0.5 Update Call with Advisors Ashim Midha 07/22/20 0.5 Email Correspondence Ashim Midha 07/23/20 0.5 Update Call with Advisors and Management Ashim Midha 07/23/20 0.5 Email Correspondence Ashim Midha 07/27/20 0.5 Update Call with Advisors and Management Ashim Midha 07/28/20 0.5 Update Call with Advisors Ashim Midha 07/30/20 0.5 Update Call with Advisors Ashim Midha 07/30/20 1.0 Review of materials Ashim Midha 07/31/20 1.5 Call with Advisors and Management regarding various matters 12.0

Page 8 of 11 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 34 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

Sarabeth Fok 07/17/20 2.0 First Day Hearing Sarabeth Fok 07/20/20 0.5 Update Call with Advisors Sarabeth Fok 07/21/20 3.5 Preparation of materials Sarabeth Fok 07/22/20 1.0 Preparation of materials Sarabeth Fok 07/23/20 0.5 Update Call with Advisors Sarabeth Fok 07/27/20 0.5 Update Call with Advisors Sarabeth Fok 07/30/20 0.5 Update Call with Advisors Sarabeth Fok 07/30/20 1.0 Preparation of materials 9.5

Page 9 of 11 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 35 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

Elias Zenkich 07/17/20 2.0 Preparation for First Day Hearing Elias Zenkich 07/17/20 0.5 Preparation for First Day Hearing with K&E Elias Zenkich 07/17/20 2.0 First Day Hearing Elias Zenkich 07/20/20 0.5 Update Call with Advisors Elias Zenkich 07/21/20 0.5 Update Call with Advisors Elias Zenkich 07/21/20 0.5 Update Call with Advisors Elias Zenkich 07/23/20 0.5 Update Call with Advisors and Management Elias Zenkich 07/28/20 0.5 Update Call with Advisors Elias Zenkich 07/30/20 0.5 Update Call with Advisors Elias Zenkich 07/30/20 1.5 Review of Materials Elias Zenkich 07/31/20 1.5 Call with Advisors and Management Regarding Various Matters 10.5

Page 10 of 11 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 36 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JULY 17, 2020 THROUGH JULY 31, 2020

Professional Date Hours Explanation

Aakriti Suri 07/17/20 2.0 First Day Hearing Aakriti Suri 07/20/20 0.5 Update Call with Advisors Aakriti Suri 07/23/20 0.5 Update Call with Advisors Aakriti Suri 07/27/20 0.5 Update Call with Advisors Aakriti Suri 07/30/20 0.5 Update Call with Advisors 4.0

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PJT PARTNERS LP SUMMARY OF HOURS FOR THE PERIOD OF AUGUST 1, 2020 THROUGH AUGUST 31, 2020

Professional Title Hours

Peter Laurinaitis Partner 3.0

Avram Robbins Managing Director 4.0

Zachary Rigoni Managing Director 0.5

John Hubert Vice President 9.0

Ashim Midha Associate 14.0

Elias Zenkich Analyst 12.5

Total 43.0 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 38 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF AUGUST 1, 2020 THROUGH AUGUST 31, 2020

Professional Date Hours Explanation

Peter Laurinaitis 08/20/20 0.5 Review of materials regarding confirmation Peter Laurinaitis 08/24/20 0.5 Internal call regarding confirmation Peter Laurinaitis 08/24/20 0.5 Call with K&E, Company regarding confirmation Peter Laurinaitis 08/24/20 0.5 Board Call Peter Laurinaitis 08/26/20 1.0 Confirmation Hearing 3.0

Page 2 of 7 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 39 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF AUGUST 1, 2020 THROUGH AUGUST 31, 2020

Professional Date Hours Explanation

Avram Robbins 08/03/20 0.5 Update call with advisors and management Avram Robbins 08/17/20 0.5 Internal call regarding various matters Avram Robbins 08/18/20 0.5 Call with K&E regarding various matters Avram Robbins 08/20/20 0.5 Review of materials regarding confirmation Avram Robbins 08/24/20 0.5 Internal call regarding confirmation Avram Robbins 08/24/20 0.5 Board Call Avram Robbins 08/26/20 1.0 Confirmation Hearing 4.0

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PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF AUGUST 1, 2020 THROUGH AUGUST 31, 2020

Professional Date Hours Explanation

Zachary Rigoni 08/24/20 0.5 Internal Call RE: Confirmation 0.5

Page 4 of 7 Case 20-33605 Document 278 Filed in TXSB on 10/15/20 Page 41 of 43

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF AUGUST 1, 2020 THROUGH AUGUST 31, 2020

Professional Date Hours Explanation

John Hubert 08/03/20 0.5 Update call with advisors and management John Hubert 08/03/20 0.5 Update call with creditor advisors John Hubert 08/04/20 0.5 Final First Day Hearing John Hubert 08/06/20 0.5 Confirmation checklist call John Hubert 08/10/20 0.5 Update call with advisors and management John Hubert 08/11/20 0.5 Update call with creditor advisors John Hubert 08/13/20 0.5 Update call with creditor advisors John Hubert 08/13/20 0.5 Claims Hearing John Hubert 08/17/20 0.5 Internal call regarding various matters John Hubert 08/17/20 0.5 Update call with advisors and management John Hubert 08/18/20 0.5 Call with K&E regarding various matters John Hubert 08/18/20 0.5 Call with K&E regarding various confirmation John Hubert 08/21/20 0.5 Review of materials regarding confirmation John Hubert 08/24/20 0.5 Internal call regarding confirmation John Hubert 08/24/20 0.5 Board Call John Hubert 08/26/20 1.0 Confirmation Hearing John Hubert 08/31/20 0.5 Closing call 9.0

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PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF AUGUST 1, 2020 THROUGH AUGUST 31, 2020

Professional Date Hours Explanation

Ashim Midha 08/03/20 0.5 Update call with advisors and management Ashim Midha 08/03/20 0.5 Update call with creditor advisors Ashim Midha 08/04/20 0.5 Final First Day Hearing Ashim Midha 08/06/20 0.5 Confirmation checklist call Ashim Midha 08/10/20 0.5 Update call with advisors and management Ashim Midha 08/11/20 0.5 Update call with creditor advisors Ashim Midha 08/13/20 0.5 Update call with creditor advisors Ashim Midha 08/17/20 0.5 Internal call regarding various matters Ashim Midha 08/18/20 0.5 Call with K&E regarding various matters Ashim Midha 08/20/20 1.0 Preparation of materials regarding confirmation Ashim Midha 08/20/20 1.0 Review of materials regarding confirmation Ashim Midha 08/21/20 1.0 Preparation of materials regarding confirmation Ashim Midha 08/21/20 1.0 Review of materials regarding confirmation Ashim Midha 08/24/20 0.5 Internal call regarding confirmation Ashim Midha 08/24/20 0.5 Call with K&E, Company regarding confirmation Ashim Midha 08/24/20 0.5 Board Call Ashim Midha 08/24/20 0.5 Call with K&E regarding emergence Ashim Midha 08/26/20 1.0 Confirmation Hearing Ashim Midha 08/28/20 0.5 Call with K&E regarding emergence Ashim Midha 08/28/20 1.0 Preparation of materials Ashim Midha 08/29/20 0.5 Preparation of materials Ashim Midha 08/31/20 0.5 Closing call 14.0

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PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF AUGUST 1, 2020 THROUGH AUGUST 31, 2020

Professional Date Hours Explanation

Elias Zenkich 08/03/20 0.5 Update Call with Advisors Elias Zenkich 08/04/20 0.5 Update Call with Advisors Elias Zenkich 08/04/20 0.5 Final First Day Hearing Elias Zenkich 08/05/20 0.5 Update Call with Advisors Elias Zenkich 08/06/20 0.5 Update Call with Advisors Elias Zenkich 08/10/20 0.5 Update call with advisors and management Elias Zenkich 08/11/20 0.5 Update Call with Creditor Advisors Elias Zenkich 08/13/20 0.5 Update Call with Creditor Advisors Elias Zenkich 08/17/20 0.5 Internal Call regarding Various Matters Elias Zenkich 08/18/20 0.5 Call with K&E regarding Various Matters Elias Zenkich 08/20/20 1.0 Preparation of Materials regarding Confirmation Elias Zenkich 08/20/20 1.0 Review of Materials regarding Confirmation Elias Zenkich 08/21/20 0.5 Preparation of Materials regarding Confirmation Elias Zenkich 08/24/20 0.5 Internal Call RE: Confirmation Elias Zenkich 08/24/20 0.5 Call with K&E, Company regarding Confirmation Elias Zenkich 08/24/20 0.5 Board Call Elias Zenkich 08/24/20 0.5 Call with K&E regarding Emergence Elias Zenkich 08/26/20 1.0 Confirmation Hearing Elias Zenkich 08/28/20 0.5 Call with K&E regarding Emergence Elias Zenkich 08/28/20 1.0 Preparation of Materials Elias Zenkich 08/31/20 0.5 Closing Call 12.5

Page 7 of 7 Case 20-33605 Document 278-1 Filed in TXSB on 10/15/20 Page 1 of 2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

) In re: ) Chapter 11 ) BRUIN E&P PARTNERS, LLC, et al.,1 ) Case No. 20-33605 (MI) ) Debtors. ) (Jointly Administered) ) )

ORDER GRANTING FIRST AND FINAL FEE APPLICATION OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE DEBTORS FOR ALLOWANCE (AND FINAL APPROVAL) OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED FOR THE PERIOD OF JULY 17, 2020 THROUGH AUGUST 31, 2020

This case came before the court on the first and final fee application (the “First and Final

Fee Application”) submitted by PJT Partners LP (“PJT”) for allowance and approval of compensation and reimbursement of out-of-pocket expenses incurred as investment banker to the

Debtors.

Based on the First and Final Fee Application,

IT IS ORDERED THAT:

1. PJT’s request for the allowance and approval of compensation for investment

banking services rendered to the Debtors during the period from July 17, 2020 through

August 31, 2020 (the “Retention Period”) is hereby approved in the amount of

$10,372,580.65.

Case 20-33605 Document 278-1 Filed in TXSB on 10/15/20 Page 2 of 2

2. The Debtors are authorized and directed to pay PJT all unpaid amounts approved pursuant to this Order.

3. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the First and Final Fee Application.

4. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order.

Dated:______, 2020 MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE