Case LSS Doc 142 Filed 04/10/18 Page 1 of 36 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : :

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1 Case LSS Doc 142 Filed 04/10/18 Page 1 of 36 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x : In re : : ASCENT RESOURCES MARCELLUS HOLDINGS, : LLC, et al., 1 : : Debtors. : x Chapter 11 Case No (LSS) Jointly Administered FIRST AND FINAL APPLICATION OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION FOR INVESTMENT BANKING SERVICES RENDERED AND FOR THE REIMBURSEMENT OF ALL ACTUAL AND NECESSARY OUT-OF- POCKET EXPENSES INCURRED FOR FEBRUARY 6, 2018 THROUGH MARCH 30, 2018 Name of Applicant: SUMMARY SHEET PJT Partners LP Authorized to Provide Professional Services to: Date of Retention: Debtors Order entered on March 20, 2018 approving the retention of PJT Partners LP nunc pro tunc to February 6, 2018 [Docket No. 112] Period for which Compensation And Reimbursement is Sought: February 6, 2018 through March 30, 2018 Amount of Compensation Sought As Actual, Reasonable, and Necessary: $268, Amount of Expense Reimbursement Sought As Actual, Reasonable, and Necessary: $5, Amount of Cash Payment Sought: $56, This is an: monthly interim x final application 1 The Debtors in these chapter 11 cases and, the last four digits of their U.S. taxpayer identification numbers are: Ascent Resources Marcellus Holdings, LLC (3495) ( ARM Holdings ), Ascent Resources - Marcellus, LLC (0354) ( ARM ) and Ascent Resources Marcellus Minerals, LLC (5418) ( ARM Minerals and together with ARM Holdings and ARM, the Debtors ). The Debtors corporate headquarters and mailing address is located at 3501 NW 63rd Street, Oklahoma City, Oklahoma

2 Case LSS Doc 142 Filed 04/10/18 Page 2 of 36 IN THE UNITED STATES BANKRUPTCY COURT IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x : In re : : ASCENT RESOURCES MARCELLUS HOLDINGS, : LLC, et al., 1 : : Debtors. : x Chapter 11 Case No (LSS) Jointly Administered FIRST AND FINAL APPLICATION OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION FOR INVESTMENT BANKING SERVICES RENDERED AND FOR THE REIMBURSEMENT OF ALL ACTUAL AND NECESSARY OUT-OF- POCKET EXPENSES INCURRED FOR FEBRUARY 6, 2018 THROUGH MARCH 30, 2018 PJT Partners LP ( PJT ) respectfully represents as follows: I. Background 1. PJT is acting as investment banker to the above-captioned debtors and debtors-inpossession (collectively, the Debtors ). 2. On February 6, 2018 (the Petition Date ), the Debtors each filed voluntary petitions with the Court for reorganization relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). Subsequent to the Petition Date, the Debtors have continued to operate their businesses as debtors-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. 1 The Debtors in these chapter 11 cases and, the last four digits of their U.S. taxpayer identification numbers are: Ascent Resources Marcellus Holdings, LLC (3495) ( ARM Holdings ), Ascent Resources - Marcellus, LLC (0354) ( ARM ) and Ascent Resources Marcellus Minerals, LLC (5418) ( ARM Minerals and together with ARM Holdings and ARM, the Debtors ). The Debtors corporate headquarters and mailing address is located at 3501 NW 63rd Street, Oklahoma City, Oklahoma

3 Case LSS Doc 142 Filed 04/10/18 Page 3 of On February 28, 2018, the Debtors filed the Application of Debtors Pursuant to 11 U.S.C. 327(a) and (328(a), Fed. R. Bankr. P. 2014(a) and 2016 and Local Rules and for Entry of an Order (I) Authorizing the Employment and Retention of PJT Partners LP as Investment Banker, Effective Nunc Pro Tunc to the Petition Date and (II) Waiving Certain Information Requirements Imposed by Local Rule [Docket No. 71] (the Retention Application ), by which the Debtors sought authority to retain and employ PJT as their investment banker pursuant to the terms of the engagement agreement, dated September 9, 2016, (the Engagement Agreement ), a copy of which is attached to the Retention Application. 4. On March 20, 2018, the Court entered the Order Pursuant to 11 U.S.C. 327(a) and 328(a), Fed. R. Bankr. P. 2014, and Local Rules and (I) Authorizing the Employment and Retention of PJT Partners LP as Investment Banker, Nunc Pro Tunc to the Petition Date, and (II) Waiving Information Requirements of Local Rule [Docket No. 112] (the Retention Order ) approving the Retention Application and authorized the retention and employment of PJT nunc pro tunc to the Petition Date, pursuant to the terms of the Engagement Agreement. 5. On March 23, 2018, the Court entered the Findings of Fact, Conclusions of Law and Order (I) Approving the Debtors Solicitations and Disclosure Statement and (II) Confirming the Debtors Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 122]. The Debtors chapter 11 plan was consummated and became effective on March 30, PJT submits this first and final fee application (the First and Final Application ) requesting: (i) the allowance (and final approval) of PJT s Monthly Fees (as defined herein) for investment banking services rendered to the Debtors and the reimbursement of out-of-pocket

4 Case LSS Doc 142 Filed 04/10/18 Page 4 of 36 expenses incurred during the period of February 6, 2018 through March 30, 2018 (the Retention Period ). 7. Investment banking services and out-of-pocket expenses for which compensation and reimbursement are sought herein were rendered and expended by PJT on behalf of the Debtors pursuant to chapter 11 of the Bankruptcy Code. II. The PJT Engagement 8. Pursuant to the Engagement Agreement, 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; (c) analyze the Debtors financial liquidity and evaluate alternatives to improve such liquidity; (d) evaluate the Debtors debt capacity and alternative capital structures; (e) provide strategic advice with regard to restructuring or refinancing the Debtors Obligations, including analyzing various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring;4 (f) coordinate, lead and participate in negotiations among the Debtors and their creditors and other interested parties; (g) value securities offered by the Debtors in connection with a Restructuring; (h) advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; (i) assist in the pursuit of a Restructuring; (j) assist in the pursuit of Asset Dispositions, as mutually agreed between the Debtors and PJT Partners; (k) participate in hearings in these chapter 11 cases and provide expert witness testimony 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Engagement Agreement. The description of the Engagement Agreement herein is merely a summary. To the extent that this First and Final Application and the terms of the Engagement Agreement are inconsistent, the terms of the Engagement Agreement shall control.

5 Case LSS Doc 142 Filed 04/10/18 Page 5 of 36 concerning any of the subjects encompassed by the other investment banking services; (l) assist in the development of financial data and presentations to the Board of Directors of Ascent Resources, LLC, various creditors and other third parties; and (m) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a Restructuring, as requested and mutually agreed. 9. Pursuant to the Engagement Agreement, the Debtors agreed to pay PJT the following fees in consideration for the services to be rendered: 3 (a) a monthly advisory fee (the Monthly Fee ) in the amount of $175,000 per month from the Effective Date (i.e., September 1, 2016) through December 31, 2016 and $150,000 per month thereafter, payable by the Debtors in cash; (b) a DIP financing fee (the DIP Financing Fee ) for any debtor-in-possession ( DIP ) financing arranged by PJT Partners, at the Company s request, earned and payable upon receipt of a binding commitment letter. If access to the financing is limited by orders of the bankruptcy court, a proportionate fee shall be payable with respect to each available commitment (irrespective of availability blocks, borrowing base, or other similar restrictions). The DIP Financing Fee will be calculated as 1.0% of the total issuance size for DIP financing. No DIP Financing Fee will be earned by PJT Partners for any capital raised from existing stakeholders listed on Schedule I to the Engagement Letter, other than through a general solicitation led by PJT Partners; (c) an additional fee (the Restructuring Fee ) equal to $5,250,000 earned and payable upon consummation of a Restructuring. In the event that the Debtors attempt to implement the Restructuring by means of a pre-negotiated chapter 11 plan, the Restructuring Fee is earned and payable upon the receipt of sufficient commitments, agreements or other expressions of intention to accept such plan. 4 50% of all Monthly Fees earned after January 1, 2017 will be credited against the Restructuring earned after January 1, 2017 will be credited against the Restructuring. 5 (d) in the event the Debtors request, in writing, the assistance of PJT Partners in regard to an Asset Disposition then, upon the consummation of that Asset Disposition, an Asset 3 This description of PJT s compensation structure is for summary and illustrative purposes only. The terms of the Engagement Agreement and the Retention Order shall apply to any such compensation awarded to PJT. 4 Pursuant to the Engagement Letter, as a result of the Debtors solicitation of acceptances for its prepackaged chapter 11 plan prior to the Petition Date and the receipt of sufficient commitments, agreements or other expressions of intentions to accept the Debtors pre-negotiated chapter 11 plan, PJT earned and was paid prior to the Petition Date the full amount of the Restructuring Fee. The Restructuring Fee was calculated as $5,250,000 less a credit of 50% of the Monthly Fees earned from January 1, 2017 through February 28, 2018 ($1,050,000) for a net Restructuring Fee of $4,200, % of all Monthly Fees earned and payable after February 28, 2018 will also be retroactively credited (the Retroactive Monthly Fee Credit ) against the Restructuring Fee already paid.

6 Case LSS Doc 142 Filed 04/10/18 Page 6 of 36 Disposition fee ( Asset Disposition Fee ) payable in cash at the closing of such Asset Disposition calculated as, for any individual Asset Disposition: i. 1.25% of Asset Disposition Value up to $300,000,000; plus ii. 1.00% of Asset Disposition Value above $300,000,000; iii. provided, for any transaction with one of the two counter-parties that have already submitted an indication of interest to the Debtors then the Asset Disposition Fee shall be 75% of the above stated percentage; and iv. PJT Partners will credit 50% of any Asset Disposition Fee against the Restructuring Fee. (e) reimbursement of all reasonable out-of-pocket expenses incurred during this 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 Partners counsel (without the requirement that the retention of such counsel be approved by this Court) and other reasonable and necessary expenditures, payable upon rendition of invoices setting forth in reasonable detail the nature and amount of such expenses. III. Services Provided by PJT during the Retention Period 10. Leading up to the filing of the Debtors chapter 11 cases, PJT professionals advised the Debtors on strategic alternatives, including either a sale of the business or a reorganization through chapter 11. After PJT contacted strategic and financial buyers as part of its extensive marketing process, the Debtors Board of Directors in consultation with PJT and their other advisors determined that the value maximizing path was to pursue a chapter 11 restructuring. PJT advised the Debtors on all aspects of their chapter 11 reorganization, including, but not limited to, general development of the restructuring strategy and approach to achieving a consensual recapitalization of the Debtors, the participation in the negotiation of the recapitalization with secured creditors, general advice with respect to the prepackaged chapter 11 filing, and assistance with drafting the plan and disclosure statement. The services that PJT has rendered to the Debtors have been 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

7 Case LSS Doc 142 Filed 04/10/18 Page 7 of 36 seventeen-month 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: A. Services Provided Prior to the Retention Period: (a) assisted in the evaluation of the Debtors businesses and prospects; (b) provided restructuring and M&A advisory services, including a general business and financial analysis, transaction feasibility analysis and an assessment of potential strategic alternatives; (c) assisted the Debtors and their subsidiaries in preparing a management presentation for distribution to lenders; (d) assisted the Debtors in developing due diligence materials and managing the due diligence process for lenders; (e) analyzed various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the restructuring; (f) provided strategic advice with regard to restructuring or refinancing the Debtors Obligations; (g) assisted the Debtors in communications with investors; (h) participated in negotiations among the Debtors and their creditors and other interested parties, ultimately resulting in the execution of a comprehensive restructuring support agreement; (i) assisted in the development of financial data and presentations to the Debtors Board of Directors, various creditors and other third parties; (j) assisted counsel in the preparation of first day motions, as requested; and (k) assisted in drafting the plan of reorganization (the Plan ) and related disclosure statement. B. Services provided during the Retention Period: (a) provided strategic advice with regard to restructuring the Debtors Obligations; (b) prepared materials and made presentations to the Debtors board of directors and executive management team; (c) participated in negotiations among the Debtors and its creditors and other stakeholders;

8 Case LSS Doc 142 Filed 04/10/18 Page 8 of 36 (d) supported counsel, as requested, with respect to court filings. IV. The PJT Team 11. The financial services set forth above were performed primarily by: Steve Zelin, Partner; Michael O Hara, Partner; Adam Schlesinger, Managing Director; Gregory Caplan, Associate; Deep Dheri, 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 Allowance (and Final Approval) of Compensation and Reimbursement of Out-of-Pocket Expenses Incurred A. PJT s request for Allowance (and Final Approval) of Monthly Fees and Reimbursement of Out-of-Pocket Expenses Incurred for the Retention Period 12. During the Retention Period, PJT provided investment banking services to the Debtors and earned Monthly Fees for such investment banking services totaling $268,375.58, 6 and incurred actual and necessary out-of-pocket expenses in the amount of $5, PJT respectfully requests the allowance (and final approval) by the Court of all Monthly Fees earned and the reimbursement of all out-of-pocket expenses incurred during the Retention Period. B. Pre-Petition Credit 13. As part of its pre-petition assignment, as described in the Retention Application filed with the court, PJT received a pre-petition monthly fee payment in the amount of $150,000 for the period of February 1, 2018 through February 28, 2018 (the Pre-Petition Payment ). PJT earned pre-petition monthly fees totaling $26, for the period of February 1, 2018 through February 6, After netting such pre-petition fees from the Pre-Petition Payment, the remaining amount of unearned pre-petition fees held by PJT is $123, (the Pre-Petition 6 As noted above in footnote 5, 50% of Monthly Fees earned for the period of March 1, 2018 through March 30, 2018 in the amount of $145, (or $72,580.65), which amounts are required, pursuant to the Engagement Letter, to be credited against the Restructuring Fee, will be credited against the amounts requested in this First and Final Application in light of the fact that the Restructuring Fee was paid prior to the Petition Date.

9 Case LSS Doc 142 Filed 04/10/18 Page 9 of 36 Credit ). Accordingly, PJT will apply the Pre-Petition Credit against the monthly fees requested in this First and Final Application. C. Pre-Petition Expense Advance 14. Pursuant to the Engagement Agreement, PJT received a $25,000 expense deposit (the Pre-Petition Expense Advance ) as part of its pre-petition retention. As of the Petition Date, PJT had incurred $ of unreimbursed pre-petition expenses. Accordingly, PJT applied $ of the Pre-Petition Expense Advance towards the $2, of unreimbursed prepetition expenses leaving a balance of the Pre-Petition Expense Advance in the amount of $22, PJT will apply the balance of the Pre-Petition Expense Advance against amounts requested in this First and Final Application. 15. Invoices detailing the Monthly Fees earned and the out-of-pocket expenses incurred during the Retention Period are attached hereto as Appendix B. A summary of Monthly Fees earned and out-of-pocket expenses incurred during the Retention Period is outlined below: Retention Period Monthly Fees Out-of-Pocket Expenses Amount Due February 6 28, $123, $5, $128, March 1 30, , , Pre-Petition Credit - - (123,214.29) Retroactive Monthly Fee Credit (72,580.65) Balance of Pre-Petition Expense Advance - - (22,341.99) Total $268, $5, $56, PJT respectfully submits that the compensation requested for the investment banking 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 investment banking services properly, (c) the preclusion of other employment, (d) the customary fees charged to clients in non-bankruptcy situations for similar investment 7 Pro-rated Monthly Fee calculated as follows: 23 days out of 28 days multiplied by $150, Pro-rated Monthly Fee calculated as follows: 30 days out of 31 days multiplied by $150, See footnote 6, above.

10 Case LSS Doc 142 Filed 04/10/18 Page 10 of 36 banking services rendered, (e) time constraints required by the exigencies of the case, and (f) the experience, reputation and ability of the professionals rendering investment banking services. 17. PJT respectfully submits that the investment banking services it has rendered to the Debtors have been necessary and in the best interests of the Debtors and the estate. PJT respectfully submits that under the criteria normally examined in chapter 11 cases, the compensation requested by PJT is reasonable in light of the work performed by PJT to date in these cases. 18. The amount of the fees sought in this First and Final 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, PJT has maintained contemporaneous time records in the Debtors case in one-half hour increments. Time records of the 99.5 hours expended by PJT professionals in providing investment banking services to the Debtors during the Retention Period are provided in Appendix C. 19. A summary of the hours expended by PJT professionals during the Retention Period is provided below: Total Hours Expended by Interim Period Professional February 6 28, 2018 March 1 30, 2018 Total Steve Zelin Michael O Hara Adam Schlesinger Gregory Caplan Deep Dheri Total 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 such particular client. PJT does not factor general overhead expenses into any

11 Case LSS Doc 142 Filed 04/10/18 Page 11 of 36 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. (c) PJT's general policy permits its professionals to charge in-office dinner meals to a client 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. (d) The Document Production category of expenses includes charges from outside service companies that provide, for a fee, high volume photocopying services on an expedited basis to PJT; and charges for internal photocopying services provided by PJT. (e) 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. (f) 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. 21. No prior application for the relief requested herein has been made. 22. 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. 23. No agreement or understanding exists between PJT and any other entity for the sharing of compensation received or to be received for investment banking services rendered in or in connection with these proceedings.

12 Case LSS Doc 142 Filed 04/10/18 Page 12 of 36 VI. Certificate of Compliance and Waiver 24. Finally, the undersigned representative of PJT certifies that PJT has reviewed the requirements of rule of the Local Rules and that this First and Final Application substantially complies with that Local Rule. To the extent that this First and Final Application does not comply in all respects with the requirements of Local Rule , PJT believes that such deviations are not material and respectfully requests that any such requirement be waived. VII. Requested Relief WHEREFORE, PJT requests the Court to: (a) for the Retention Period, allow on a final basis (i) compensation in the amount of $268,375.58; and (ii) the reimbursement of PJT s out-of-pocket expenses in the amount of $5,778.01; (b) authorize and direct Debtors to pay PJT s allowed and unpaid fees and out-of-pocket expenses incurred during the Retention Period as follows: Monthly Fees $268, Out-of-pocket Expenses 5, Less: Pre-Petition Credit (123,214.29) Less: Retroactive Monthly Fee Credit (72,580.65) Less: Balance of Pre-Petition Expense Advance (22,341.99) Amount Due PJT $56, (c) grant such other and further relief as the Court deems just and proper.

13 Case LSS Doc 142 Filed 04/10/18 Page 13 of 36

14 Case LSS Doc 142 Filed 04/10/18 Page 14 of 36 APPENDIX A

15 Case LSS Doc 142 Filed 04/10/18 Page 15 of 36 Biographies of PJT Professionals Steven Zelin. Steven Zelin is a Partner in the Restructuring & Special Situations Group at PJT Partners LP, which was spun off from Blackstone in 2015 where he had worked since Mr. Zelin has advised in both domestic and cross-border restructuring, capital raise, financing and merger and acquisition advisory transactions on a full-time basis since Mr. Zelin's most notable public assignments include: Abitibi Bowater Holdings, Inc., Aeromexico/Mexicana Airlines, Aquila, Inc., Big V Supermarkets (Shop Rite), Calpine Corporation, Centaur Gaming, Clearwire Corporation, Delphi Corporation, Energy Furture Holdings, Enron Corporation, Entergy New Orleans, Ferruzzi Finanziaria, Ford Motor Company, General Motors Corporation, The Goodyear Tire & Rubber Company, Highland Hospitality, Houston Sports Authority, Indianapolis Downs, Integrated Resources, Inc., Intrawest Resorts, Jefferson County (Alabama) Sewer System, Kerzner International, Kindred Healthcare (formerly Vencor), LightSquared, Inc., Mariner Energy, Marvel Entertainment Group, Mrs. Fields Cookies, Inc., Motorola Inc. (in the restructuring of Iridium), Nexen, NII Holdings, Inc., Pacific Lumber/Scotia Pacific Corp., Ritz Carlton Grand Cayman, R. H. Macy & Co., SEM Group Energy Partners, State of Rhode Island (in the restructuring of Twin River Casino), Sumitomo Corp (in the restructuring of Apex Silver Mines), Terrestar Corp., Tosiba Corp (in the restructuring of Nuclear Initiative N. America, Washington Mutual Inc., and Xerox Corporation. Mr. Zelin is a Fellow of the American College of Bankruptcy, an honorary association of bankruptcy and insolvency judges, lawyers and restructuring specialists whose members are admitted based upon achievements and service to the profession. Mr. Zelin has also been named as one of the country s leading restructuring financial advisors in the 2003 through 2011 K&A Restructuring Register, an annual peer group listing assembled by the country s leading restructuring professionals. He is a frequent lecturer on restructuring related topics at New York University and serves on its Board of Overseers. Mr. Zelin graduated with a BSc from State University of New York and received his MBA from New York University s Stern School of Business. Michael O Hara. Mr. O Hara is a Partner in the Restructuring & Special Situations Group. Prior to joining PJT Partners LP, Mr. O Hara worked at Blackstone since Mr. O'Hara has assisted in advising on a variety of restructuring transactions, including: Abitibi Bowater Holdings, Inc., American International Group (AIG), American Axle & Manufacturing, Dana Corporation, Delphi Corporation, Eastman Kodak, Energy Future Holdings, Enron Corporation, Greece (Hellenic Republic), Grupo Bimbo (re: Interstate Bakeries Corporation/Hostess Brands), Iceland (re: Kaupthing), Intrawest Resorts, Lehman (re: Lehman Brothers, Inc.), MoneyGram International, Motorola Mobility (PBGC), Mrs. Fields, Nexen (re: Opti Canada), Quad Graphics (re: Vertis), Taro Pharmaceutical, Travelport, and Washington Mutual. In the current commodity cycle, Mr. O Hara has also worked with several energy and production and related companies including: Altas Resources Partners, Chaparral Energy, Connacher Oil and Gas, New Gulf Resources, Quicksilver Resources, Samson Resources Corporation and Triangle USA. Mr. O Hara worked in the M&A groups at Wasserstein Perella & Co. and Stephens Inc. Mr. O Hara holds a BS in Finance from Georgetown University and an MBA from Columbia Business School. Adam Schlesinger. Adam Schlesinger is a Managing Director in the Restructuring & Special Situations Group. Prior to joining PJT, Mr. Schlesinger worked as an Associate at Clarion Capital Partners, where he was involved in the sourcing, evaluation and execution of

16 Case LSS Doc 142 Filed 04/10/18 Page 16 of 36 growth equity and leveraged buyout investments in a variety of industries. Prior to Clarion, Mr. Schlesinger was an Analyst at Bear, Stearns & Co. Inc. in the Technology, Media & Telecom group. Mr. Schlesinger received a BS in Economics and a BA in Philosophy from the University of Pennsylvania, where he graduated cum laude, and an MBA in Finance from The Wharton School at the University of Pennsylvania. Gregory Caplan. Gregory Caplan is an associate in the Restructuring and Special Situations Group. Prior to joining PJT, Mr. Caplan worked as an analyst at Evercore Partners in the Technology group. Mr. Caplan received a BA in Public Policy, magna cum laude and Phi Beta Kappa, from Brown University. He received his MBA with honors from the Wharton School at the University of Pennsylvania and JD magna cum laude from the University of Pennsylvania Law School. Mr. Caplan was admitted to the New York State Bar in Deep Dheri. Deep Dheri is an analyst in the Restructuring and Special Situations Group. Mr. Dheri received a BS in Business Administration with majors in Finance and Accounting, summa cum laude and Beta Gamma Sigma, from Georgetown University.

17 Case LSS Doc 142 Filed 04/10/18 Page 17 of 36 APPENDIX B

18 Case LSS Doc 142 Filed 04/10/18 Page 18 of 36 Mr. Bob Kelly SVP & General Counsel Ascent Rescources - Marcellus Holdings, LLC 3501 NW 63rd St. Oklahoma City, OK April 6, 2018 Monthly Fee pro-rated for the period of February 6, 2018 through February 28, 2018: (1) $ 123, Monthly Fee pro-rated for the period of March 1, 2018 through March 30, 2018: (2) 145, Monthly Fee Credit: (3) (72,580.65) Pre-Petition Fee Credit: (123,214.29) Pre-Petition Expense Advance Remaining: (22,341.99) Out-of-pocket expenses incurred through March 30, 2018: Ground Transportation $ Meals Legal Expenses 4, , Total Amount Due $ 56, Invoice No (1) Pro-rated Monthly Fee calculated as follows: 23 days out of 28 days multiplied by $150,000. PJT Partners LP (2) Pro-rated Monthly Fee calculated as follows: 30 days out of 31 days multiplied by $150, Park Avenue (3) Amount reflects a 50% credit of pro-rated Monthly Fee for the period of March 1, 2018 New York, NY through March 30, (212)

19 Case LSS Doc 142 Filed 04/10/18 Page 19 of 36 Ascent Summary of Expenses GL Detail Total Mar-18 Expenses Ground Transportation $ $ Employee Meals Legal Expenses 4, , Total $ 5, $ 5, Ground Transportation $ Meals Legal Expenses 4, Total Expenses $ 5,778.01

20 Case LSS Doc 142 Filed 04/10/18 Page 20 of 36 Ascent Details of Expenses Processed Through March 29, 2018 Invoice No Ground Transportation Caplan (round trip train travel to/from Wilmington, DE from/to New York, NY) 02/08/ Caplan (taxi to New Penn Station from home) 02/08/ Dheri (car service to New York Penn Station from office) 02/08/ Dheri (travel agency fee for booking of train travel to/from Wilmington, DE from/to New York, NY on 02/08/18) 02/08/ Dheri (round trip train travel to/from Wilmington, DE from/to New York, NY) 02/08/ Dheri (car service to office from New York Penn Station) 02/08/ Subtotal - Ground Transportation $ Employee Meals Dheri (working meal while traveling) 02/08/ Subtotal - Employee Meals Legal Expenses O'Melveny & Myers (preparation of PJT retention documents) 02/06/18-03/12/18 4, Subtotal - Legal Expenses 4, Total Expenses $ 5, Page 3 of 3

21 Case LSS Doc 142 Filed 04/10/18 Page 21 of 36 O Melveny & Myers LLP T: Times Square Tower F: Times Square omm.com New York, NY Taxpayer ID: Remittance Page GEORGE B. SOUTH III, MANAGING DIRECTOR PJT PARTNERS, LP 280 PARK AVENUE NEW YORK, NY April 6, 2018 OMM Matter: Invoice: Contact: ANDREW PARLEN ASCENT Total Fees $4, Total Current Invoice $4, REMITTANCE COPY - PLEASE RETURN WITH PAYMENT For questions, please contact Rachel Chan rchan@omm.com (213) Due upon receipt. Please remit to: By Mail: O'Melveny & Myers LLP - P.O. Box , Los Angeles, CA By Wire Transfer: Citibank, N.A., NY, ABA # , SWIFT: CITIUS33 Beneficiary: O Melveny & Myers LLP, Account No.: # Please include client/matter/invoice number and/or attorney name. Century City Los Angeles Newport Beach New York San Francisco Silicon Valley Washington, DC Beijing Brussels Hong Kong London Seoul Shanghai Singapore Tokyo

22 Case LSS Doc 142 Filed 04/10/18 Page 22 of 36 Client: PJT PARTNERS, LP 04/06/18 Matter Name: ASCENT Invoice: Matter: Page No. 2 ASCENT For Professional Services Rendered Through March 31, 2018 Date Name Description Hours Partner 02/22/18 A PARLEN COMMUNICATIONS WITH M. KREMER RE PJT EMPLOYMENT APPLICATION AND ANALYSIS OF ISSUES RE SAME 03/08/18 A PARLEN REVIEW AND REVISE PJT ORDER PER UST COMMENTS AND COMMUNICATIONS WITH M. KREMER RE SAME 03/09/18 A PARLEN REVIEW AND COMMENT ON PJT ORDER AND COMMUNICATIONS WITH M. KREMER RE SAME (.2); TO G. SOUTH RE UST COMMENTS (.1); CALL WITH G. SOUTH RE PJT EMPLOYMENT ORDER (.3) 03/12/18 A PARLEN PREPARE FOR AND PARTICIPATE IN CALL WITH UST RE PJT APPLICATION Total Partner 1.4 Counsel 02/06/18 M KREMER REVISE ASCENT MARKUP PER G. SOUTH COMMENTS /16/18 M KREMER REVIEW ASCENT DISCLOSURES AND UPDATE APPLICATION 02/22/18 M KREMER DRAFT AND REVISE ASCENT APPLICATION; CONFER WITH G. SOUTH RE: THE SAME; FURTHER REVISE 02/25/18 M KREMER REVISE ASCENT APPLICATION AND S WITH S&C RE: THE SAME 02/26/18 M KREMER UPDATE ASCENT APPLICAITON AND S WITH G. SOUTH RE: THE SAME 03/08/18 M KREMER REVIEW UST COMMENTS TO ASCENT ORDER AND S WITH A. PARLEN RE: THE SAME 03/09/18 M KREMER REVISE ASCENT ORDER (.4); REVISE BASED ON A. PARLEN COMMENTS (.1); S WITH G. SOUTH AND A. PARLEN RE: RESPONSES TO UST QUESTIONS (.2) 03/12/18 M KREMER ATTEND CONFERENCE CALL RE: ASCENT RETENTION WITH PJT, PAUL WEISS AND UST; REVIEW FINAL ORDER Total Counsel 3.9 Total Hours 5.3 Total Fees 4, Total Current Invoice $4, Due upon receipt. Please remit to: By Mail: O'Melveny & Myers LLP - P.O. Box , Los Angeles, CA By Wire Transfer: Citibank, N.A., NY, ABA # , SWIFT: CITIUS33 Beneficiary: O Melveny & Myers LLP, Account No.: # Please include client/matter/invoice number and/or attorney name.

23 Case LSS Doc 142 Filed 04/10/18 Page 23 of 36 Client: PJT PARTNERS, LP 04/06/18 Matter Name: ASCENT Invoice: Matter: Page No. 3 Timekeeper Summary Timekeeper Hours Attorneys ANDREW PARLEN 1.4 MATTHEW P. KREMER 3.9 Total for Attorneys 5.3 Total 5.3 Due upon receipt. Please remit to: By Mail: O'Melveny & Myers LLP - P.O. Box , Los Angeles, CA By Wire Transfer: Citibank, N.A., NY, ABA # , SWIFT: CITIUS33 Beneficiary: O Melveny & Myers LLP, Account No.: # Please include client/matter/invoice number and/or attorney name.

24 Case LSS Doc 142 Filed 04/10/18 Page 24 of 36 APPENDIX C

25 Case LSS Doc 142 Filed 04/10/18 Page 25 of 36 PJT PARTNERS LP SUMMARY OF HOURS FOR THE PERIOD OF FEBRUARY 6, 2018 THROUGH FEBRUARY 28, 2018 Professional Title Hours Steve Zelin Partner 3.5 Michael O'Hara Partner 6.0 Adam Schlesinger Managing Director 9.5 Gregory Caplan Associate 18.0 Deep Dheri Analyst 21.5 Total 58.5

26 Case LSS Doc 142 Filed 04/10/18 Page 26 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 6, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Steve Zelin 02/12/ Advisor Call Steve Zelin 02/14/ Internal discussion Steve Zelin 02/22/ Call with Advisors and Lenders Steve Zelin 02/23/ Review of Bankruptcy documentation 3.5 Page 2 of 6

27 Case LSS Doc 142 Filed 04/10/18 Page 27 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 6, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Michael O'Hara 02/08/ Advisor Call Michael O'Hara 02/08/ Call with Company Michael O'Hara 02/12/ Advisor Call Michael O'Hara 02/14/ Internal discussion Michael O'Hara 02/22/ Call with Advisors and Lenders Michael O'Hara 02/27/ Advisor Call 6.0 Page 3 of 6

28 Case LSS Doc 142 Filed 04/10/18 Page 28 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 6, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Adam Schlesinger 02/08/ Advisor Call Adam Schlesinger 02/08/ Call with Company Adam Schlesinger 02/12/ Advisor Call Adam Schlesinger 02/14/ Review materials Adam Schlesinger 02/14/ Internal discussion Adam Schlesinger 02/21/ Advisor Call Adam Schlesinger 02/22/ Call with Advisors and Lenders Adam Schlesinger 02/22/ Advisor Call Adam Schlesinger 02/23/ Review of Bankruptcy documentation Adam Schlesinger 02/27/ Advisor Call 9.5 Page 4 of 6

29 Case LSS Doc 142 Filed 04/10/18 Page 29 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 6, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Gregory Caplan 02/08/ Advisor Call Gregory Caplan 02/08/ Call with Company Gregory Caplan 02/12/ Prepare diligence responses Gregory Caplan 02/12/ Advisor Call Gregory Caplan 02/14/ Prepare diligence responses Gregory Caplan 02/14/ Preparation of materials Gregory Caplan 02/14/ Preparation of materials Gregory Caplan 02/14/ Internal discussion Gregory Caplan 02/21/ Advisor Call Gregory Caplan 02/22/ Call with Advisors and Lenders Gregory Caplan 02/22/ Advisor Call Gregory Caplan 02/22/ Preparation of court documents Gregory Caplan 02/23/ Review of Bankruptcy documentation Gregory Caplan 02/26/ Preparation of materials Gregory Caplan 02/26/ Advisor Call Gregory Caplan 02/27/ Preparation of materials Gregory Caplan 02/27/ Advisor Call Gregory Caplan 02/28/ Preparation of materials Gregory Caplan 02/28/ Preparation of materials 18.0 Page 5 of 6

30 Case LSS Doc 142 Filed 04/10/18 Page 30 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 6, 2018 THROUGH FEBRUARY 28, 2018 Professional Date Hours Explanation Deep Dheri 02/07/ Preparation of materials Deep Dheri 02/08/ Travel Deep Dheri 02/08/ First day hearing Deep Dheri 02/08/ Travel Deep Dheri 02/12/ Preparation of materials Deep Dheri 02/13/ Preparation of materials Deep Dheri 02/21/ Due diligence preparation Deep Dheri 02/22/ Preparation of court documents Deep Dheri 02/23/ Due diligence preparation and call Deep Dheri 02/23/ Preparation of materials Deep Dheri 02/27/ Advisor call Deep Dheri 02/28/ Advisor call Deep Dheri 02/28/ Preparation of materials 21.5 Page 6 of 6

31 Case LSS Doc 142 Filed 04/10/18 Page 31 of 36 PJT PARTNERS LP SUMMARY OF HOURS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 30, 2018 Professional Title Hours Steve Zelin Partner 3.0 Michael O'Hara Partner 5.0 Adam Schlesinger Managing Director 9.5 Gregory Caplan Associate 15.0 Deep Dheri Analyst 8.5 Total 41.0

32 Case LSS Doc 142 Filed 04/10/18 Page 32 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 30, 2018 Professional Date Hours Explanation Steve Zelin 03/02/ Review of materials Steve Zelin 03/09/ Call with Advisors and Company Steve Zelin 03/22/ Telephonic confirmation hearing Steve Zelin 03/23/ Advisor Call 3.0 Page 2 of 6

33 Case LSS Doc 142 Filed 04/10/18 Page 33 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 30, 2018 Professional Date Hours Explanation Michael O'Hara 03/01/ Call with Company Michael O'Hara 03/02/ Review of materials Michael O'Hara 03/09/ Call with Advisors and Company Michael O'Hara 03/12/ Advisor Call Michael O'Hara 03/19/ Call with Advisors and Company Michael O'Hara 03/22/ Telephonic confirmation hearing Michael O'Hara 03/23/ Advisor Call 5.0 Page 3 of 6

34 Case LSS Doc 142 Filed 04/10/18 Page 34 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 30, 2018 Professional Date Hours Explanation Adam Schlesinger 03/01/ Call with Ascent finance Adam Schlesinger 03/01/ Review bankruptcy documentation Adam Schlesinger 03/05/ Call with creditor advisors Adam Schlesinger 03/06/ Advisor Call Adam Schlesinger 03/06/ Advisor Call Adam Schlesinger 03/09/ Call with Advisors and Company Adam Schlesinger 03/12/ Call with creditor advisors Adam Schlesinger 03/15/ Review of Bankruptcy documentation Adam Schlesinger 03/29/ Review materials 9.5 Page 4 of 6

35 Case LSS Doc 142 Filed 04/10/18 Page 35 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 30, 2018 Professional Date Hours Explanation Gregory Caplan 03/01/ Call with Company Gregory Caplan 03/01/ Preparation of court documents Gregory Caplan 03/02/ Preparation of materials Gregory Caplan 03/06/ Advisor Call Gregory Caplan 03/06/ Advisor Call Gregory Caplan 03/07/ Preparation of materials Gregory Caplan 03/07/ Preparation of materials Gregory Caplan 03/09/ Call with Advisors and Company Gregory Caplan 03/09/ Preparation of materials Gregory Caplan 03/12/ Advisor Call Gregory Caplan 03/15/ Review of Bankruptcy documentation Gregory Caplan 03/19/ Preparation of materials Gregory Caplan 03/19/ Call with Advisors and Company Gregory Caplan 03/20/ Advisor Call Gregory Caplan 03/22/ Telephonic confirmation hearing Gregory Caplan 03/23/ Advisor Call Gregory Caplan 03/28/ Preparation of materials Gregory Caplan 03/29/ Preparation of materials 15.0 Page 5 of 6

36 Case LSS Doc 142 Filed 04/10/18 Page 36 of 36 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 30, 2018 Professional Date Hours Explanation Deep Dheri 03/01/ Preparation of court documents Deep Dheri 03/05/ Advisor call Deep Dheri 03/09/ Advisor call Deep Dheri 03/12/ Preparation of materials Deep Dheri 03/14/ Preparation of materials Deep Dheri 03/22/ Telephonic confirmation hearing Deep Dheri 03/28/ Preparation of materials Deep Dheri 03/29/ Preparation of materials 8.5 Page 6 of 6

37 Case LSS Doc Filed 04/10/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ASCENT RESOURCES MARCELLUS HOLDINGS, LLC, et al., 1 Debtors. x : : : : : : : x Chapter 11 Case No (LSS) NOTICE OF FIRST AND FINAL APPLICATION Jointly Administered Hearing Date: May 9, 2018 at 10:00 a.m. (ET) Objection Deadline: April 30, 2018 at 4:00 p.m. (ET) TO: (I) THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF DELAWARE AND (II) ALL PARTIES REQUESTING NOTICE PURSUANT TO BANKRUPTCY RULE 2002 PLEASE TAKE NOTICE that the First and Final Application of PJT Partners LP as Investment Banker to the Debtors for Allowance of Compensation for Investment Banking Services Rendered and for the Reimbursement of All Actual and Necessary Out-of-Pocket Expenses Incurred for February 6, 2018 Through March 30, 2018 (the Application ) has been filed with the United States Bankruptcy Court for the District of Delaware. The Application seeks allowance of final fees in the amount of $268, and final expenses in the amount of $5, PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are required to be filed on or before April 30, 2018 at 4:00 p.m. (ET) (the Objection Deadline ) with the United States Bankruptcy Court, 824 Market Street, 3rd Floor, Wilmington, Delaware At the same time, copies of any responses or objections to the Application must be served upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION WILL BE HELD ON MAY 9, 2018 AT 10:00 A.M. (ET), BEFORE THE HONORABLE LAURIE SELBER SILVERSTEIN AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6 TH FLOOR, COURTROOM #2, WILMINGTON, DELAWARE : The Debtors in these chapter 11 cases and, the last four digits of their U.S. taxpayer identification numbers are: Ascent Resources Marcellus Holdings, LLC (3495), Ascent Resources - Marcellus, LLC (0354) and Ascent Resources Marcellus Minerals, LLC (5418). The Debtors corporate headquarters and mailing address is located at 3501 NW 63rd Street, Suite 600, Oklahoma City, Oklahoma

38 Case LSS Doc Filed 04/10/18 Page 2 of 2 PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: April 10, 2018 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Kara Hammond Coyle Pauline K. Morgan (No. 3650) Joel A. Waite (No. 2925) Kara Hammond Coyle (No. 4410) Rodney Square 1000 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) and- Andrew G. Dietderich Brian D. Glueckstein Alexa J. Kranzley SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York Telephone: (212) Facsimile: (212) Co-Counsel to the Debtors to the Debtors and Debtors-in-Possession 01: