All Proposals must be submitted in writing and should include the following elements:

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Tudor, Pickering, Holt & Co. Securities, Inc.  |  Tudor, Pickering, Holt & Co. Advisors, LLC  |  Members FINRA/SIPC

Further instructions regarding form and timing of submission of Definitive Documentation related to your Proposal to be set forth in a supplemental process letter that may be provided to you at a later date, prior to the Proposal deadline.  The Company would prefer a Transaction that results in the full satisfaction of its outstanding first and second lien funded indebtedness and thus encourages Proposals that are comprehensive in nature.

Tudor, Pickering, Holt & Co. (“TPH”) and Perella Weinberg Partners LP (“PWP”) are to be the sole points of contact.  All inquiries and other communications in connection with the process are to be made directly to TPH and PWP.  Under no circumstances should Gastar or any of its affiliates, officers, directors, employees, lenders, vendors, customers, or other stakeholders be contacted with respect to this process.

Gastar reserves the right to consider any and all factors in determining which, if any, prospective counterparties are considered for a Transaction.  Additionally, Gastar, in its own discretion, may terminate or alter the process or negotiations at any time and in any manner without prior notice and in its sole discretion.  Each prospective counterparty will be responsible for all costs it may incur during the investigation and pursuit of a proposed Transaction, including those of its advisors and agents.  In no event will Gastar or any of its affiliates, officers, directors, employees, shareholders or advisors have any liability or obligation to a prospective counterparty as a result of the rejection of any Proposal, or the acceptance of a Proposal of another prospective counterparty or otherwise, except pursuant to Definitive Documentation, if any, entered into by Gastar with a prospective counterparty.  A Proposal will be considered formally accepted only when and if Definitive Documentation has been executed and delivered by Gastar.  In addition, Gastar reserves the right, and shall have no obligation to notify other prospective counterparties, that it has elected to negotiate with other prospective counterparty or multiple prospective counterparties in connection with this Transaction.

With respect to all information furnished to any prospective counterparty by TPH and PWP, Gastar and its managers, officers, employees, agents, advisors and representatives, including TPH and PWP, make no representations or warranties, expressed or implied, concerning any such information, except only those particular representations and warranties that may be made to a counterparty in Definitive Documentation when, as and if such an agreement is ultimately executed and delivered and then subject to such limitations set forth therein.  By submitting a Proposal, a prospective counterparty acknowledges that it is relying solely upon its own independent evaluation and investigation of Gastar.

Please note that the contents of this letter and its existence constitute confidential information that is subject to the terms of your Confidentiality Agreement with Gastar and should be treated accordingly.

TPH and PWP will be available throughout the process to respond to questions or provide additional information during your evaluation of a Transaction. If you have any questions, please feel free to contact a member of the deal team.

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Tudor, Pickering, Holt & Co. Securities, Inc.  |  Tudor, Pickering, Holt & Co. Advisors, LLC  |  Members FINRA/SIPC

On behalf of Gastar, we would like to thank you for your continued interest.

Sincerely,