S t r a t e g y

Bridge Upstream Partners, LP (“Bridge”) will adhere to a disciplined investment structure that focuses on delivering

compelling risk-adjusted investment returns by implementing a differentiated niche strategy of investing in a diversified

portfolio of relatively low-risk domestic (onshore) oil and gas projects that are operated by highly qualified operators.

Bridge believes the current market conditions have created the following investment opportunities:

Efficient Capital Deployment.Rather than investing capital in management teams with no assets, Bridge utilizes its knowledge, relationships and

expertise in the oil and gas industry to invest in quality projects that provide the Fund with near-term cash flow and

capital appreciation potential. The Bridge Team’s experience and relationship with oil & gas operating companies,

working interest owners, lenders and the energy investment community allows unique access to “off-market”

investment opportunities that are project specific. The General Partner believes that deploying capital directly into

projects that have proved reserves and current, or near-term, cash flow results in an efficient use of capital.

Unlocking Value.Bridge utilizes its market knowledge and long-term relationships to source experienced operators sponsoring

upstream acquisition and development projects in need of equity capital. With decades of proven experience, the

Bridge Team is uniquely qualified to identify and unlock value in producing oil and gas assets by performing

thorough due diligence of the operator and the asset. Bridge will provide critically needed capital to help operators

fund asset acquisitions, to facilitate partner exits, and to convert low-risk, proved behind pipe and undeveloped

reserves to producing status.

“Under the Radar” Assets. Bridge seeks project investment opportunities that other companies do not have access to or that other capital

providers are disinterested in due to their relatively small size. While other companies or investors target large,

unconventional projects with significant drilling risks, Bridge’s investment focus is primarily in onshore oil and gas

projects in the small to medium size class. Bridge’s tactical investment philosophy centers on providing capital to

operators that have unique, proprietary control and knowledge of conventional producing assets, but lack the capital

resources to fully exploit the underlying value.

Relatively Low Risk Profile.The Bridge Team will minimize our investors’ risk by adhering to exhaustive pre-investment due diligence criteria

and seeking to invest in projects with a substantial base of proved producing reserves value with relatively low-risk

development upside potential. With an 8 to 10 year Fund term, most investment projects will have a 3 to 5 year

‘roundtrip’. The General Partner expects this to be sufficient time to create a diversified portfolio of upstream oil and

gas projects that deliver quality investment returns throughout market cycles.

Fund Focus Bridge Upstream Partners’ goal is to create value

through the acquisition and exploitation of proved oil

and gas reserves, including development opportunities,

with low to moderate drilling risks, in known producing

regions. Generally, Bridge will focus on direct

investments in projects.

Fund Size (Target) $200,000,000 USD

First Closing (minimum escrow)

$25,000,000

Minimum Investment $500,000

Fund Term 10 + 2 one-year extensions

Investment Objectives > Preferred Return of 8% to Investor> IRR Target of 18%+

Management Fee 2.0%

Distribution of Cash > 100% Return of capital to investor> 8% Preferred return to investor> 80% investor, 20% fund manager

(No catch-up for fund manager)

Leverage Limitations Up to 50% of Proved Developed Producing

(PV 10) Value - at Project Level

S t r a t e g y F a c t s

DISCLOSURE: The information contained herein (or attached hereto) is not intended to be, nor should it be construed or used as, an offer to sell, or a solicitation of any offer to buy, any security. No offer or solicitation of a security may be made prior to the delivery of a definitive offering memorandum. Before making an investment in a security, prospective investors are advised to thoroughly and carefully review the applicable definitive offering memorandum (and the exhibits thereto) with their financial, legal and tax advisors to determine whether an investment is suitable for them. Past performance is neither indicative nor a guarantee of future results. No assurance can be made that profits will be achieved or that substantial losses will not be incurred.

M a n a g e m e n t T e a m

Charles M. Lapeyre, Managing PrincipalCharlie Lapeyre is a co-founder and the Managing Principal of Bridge Upstream Partners. Mr. Lapeyre is responsible

for acquisition sourcing, due diligence, property management and underwriting for the Fund’s project investments.

He also serves on the investment committee. Mr. Lapeyre is currently Managing Partner of Virage Energy Group LLC,

a transaction advisory firm specializing in upstream oil and gas asset divestiture transactions ranging from $5 million

to $100+ million. Prior to forming Bridge Upstream Partners, Mr. Lapeyre was Managing Director of Energy Spectrum

Advisors, Inc. (“ESA”), where he served for 13 years. While at ESA, Mr. Lapeyre and the ESA team of engineering and finance profession-

als sourced, negotiated, and closed more than 100 corporate and asset sales, debt and equity private placements, and M&A transactions

exclusively in the upstream energy sector with an aggregate transaction value of over $8 billion. In addition, while at ESA, Mr. Lapeyre

was a Vice-President and Principal of Energy Trust Partners I, LP (“ETP I”), Energy Spectrum’s first upstream-focused private equity

fund. In that position, he helped source, value, structure and close ETP I’s fund investments. Prior to ESA, Mr. Lapeyre held various

senior business development, financial, and technical (petroleum engineering) positions with Merit Energy Company in Dallas; Torch

Energy Advisors Inc./Nuevo Energy Company/Torch Energy Finance Company in Houston; and ARCO International Oil & Gas Company

in Los Angeles. At Torch Energy, he co-founded Torch Energy Finance Company, (Torch’s mezzanine debt finance fund). Mr. Lapeyre

has a BS in Petroleum Engineering from the University of Tulsa and an MBA/Finance with honors from the University of Texas at Austin.

Ronald O. Holman, PrincipalRonnie Holman is a co-founder and principal of Bridge Upstream Partners. Mr. Holman is responsible for acquisition

sourcing, due diligence, property acquisition and underwriting for the Fund’s project investments. He also serves on

the investment committee. Mr. Holman is an attorney specializing in the area of oil and gas law. Mr. Holman’s practice

on the transactional side includes the negotiation, acquisition and sale of oil and gas properties. In 2000, Mr. Holman

and others formed Royalty Clearinghouse Partnership for the acquisition of producing and non-producing mineral,

royalty, overriding royalty and working interests, which is now a multi-million dollar valued enterprise. Mr. Holman is involved in the

management of the acquisition and divestiture of those properties including several multi-million dollar package sales of properties.

Mr. Holman’s family has been in the oil and gas industry since the early 1900s and he has been involved in the management of his

family’s mineral, overriding royalty and working interests. Mr. Holman also personally owns and oversees the management of working

interests, overriding royalty interests and mineral and royalty interests. Mr. Holman earned a B.B.A. in finance from The University of

Texas – Austin and a JD from Southern Methodist University School of Law.

W. Frederick Hamm, PrincipalFred Hamm is a co-founder and principal of Bridge Upstream Partners. Mr. Hamm is responsible for the management

and administration activities of the Fund. In his role, he manages the Fund’s governance, compliance, accounting,

investor reporting and investor relations functions. Mr. Hamm also serves on the investment committee. Mr. Hamm

is currently Managing Principal of Velocis Fund, LP, a private equity commercial real estate fund. He has extensive

experience with private equity fund management and maintains excellent working relationships with professional

service providers in the private equity industry. Prior to the successful launch of Velocis Fund I and II, Mr. Hamm served over 25 years

as a private wealth manager and investment consultant, primarily serving high net worth foreign clients. Preserving wealth, through

effective risk management, has always been his top priority. Mr. Hamm is a third generation oil and gas participant. He grew up in Mid-

land, Texas, where his father enjoyed a successful independent exploration and production business. Mr. Hamm and a family member

currently manage that family oil and gas company. Additionally, he has personally participated in multiple oil and gas investments as

a working interest owner, as well as investing in minerals and royalties through funds. Mr. Hamm earned a B.B.A. in finance from The

University of Texas – Austin and holds an M.B.A. from The University of Texas – Permian Basin.

M a n a g e m e n t T e a m I n v e s t m e n t S t r a t e g y

BRIDGE UPSTREAM PARTNERS

Immediate Or Near-Term

Cash Flow

$10-20 MMInvestment

Size

Experienced Operating Partners

Project Equity

Investments

ProprietaryDeals With

Multiple Exit Options

ProvedReserves

Only

Bridge Upstream Partners Other PE Funds

Investment Type Project “Management Teams” / Corporate

Reserves Proved Only Proved, Probable, Possible

Deal Sourcing Proprietary Competitive

Deal Size $10-$20 million $50-$250+ million

LP Promote Single (most projects) Double

Asset Identification Assets/Risk quantified at “zero time”Management Team investments have no assets at “time zero”

Investment Risk Lower risk Higher risk

Marketable Interests Unilateral exit options Limited exit options

IRR Target 18-20% 20-30%

Control Board seats not required Board control required

Intermediate Cash Flows Current or near-term cash flow None until exit

Overhead Minimal COPAS (operator) OH Expensive corporate OH burden

I n v e s t m e n t F o c u sWhy Inves t In Br idge Ups t ream Par tners?

Opportunity: Bridge will provide the capital that is critical to the development of small to medium sized

proprietary upstream oil and gas projects that have substantial current proved reserves value. Bridge will

only partner with capable and experienced operators that possess demonstrable track records of success

and relevant basin experience.

Proprietary Deal Sourcing: The General Partner has access to a significant number of project invest-

ment opportunities due to its long-standing industry relationships. This access includes direct relation-

ships with independent oil and gas operators, investment bankers, commercial bankers, energy consul-

tants, and engineers.

Timing: Never has the demand for capital been so great in the exploration and production (E&P) sec-

tor of the energy business. Small independent oil and gas companies are starved for capital to fund their

upstream projects. Without life-sustaining capital from external sources, many independents are forced

to abandon or sell promising projects. Bridge intends to exploit the inefficiencies in the A&D side of the

business, as well as the capital markets.

Control: Generally, Bridge will control its equity investment positions – allowing Bridge significant influ-

ence in how and when a project is developed and monetized. Bridge manages risk by funding capital com-

mitments over a 3 to 5 year period to reduce exposure to any one economic or hydrocarbon price cycle.

Fund Size: A relatively small fund of $200 million equity, with a limitation of 50% leverage on PDP (PV

10), results in a fund with approximately $275 million of assets under management.

Team: Three highly skilled professionals. The principals collectively have 60 years of oil and gas expertise,

as well as private equity fund experience. The team is directly responsible for the sourcing, acquisition,

management, and disposition of the assets.

Structure: A structure that is truly aligned with the investor – 100% return of capital, an 8% preferred

return, an 80/20 split of profits with no ‘catch-up’ provision. The Fund targets an IRR of 18%+.

Low Fees: Only 2.0% asset management fee paid to the G.P., with no other fees such as acquisition fees,

disposition fees or financing fees.

Professional Support:•IndependentAuditor: Rothstein Kass will serve as independent auditors for the Fund

•LawFirm: Jackson Walker, LLP., a highly regarded law firm in the private equity fund space, created

the Fund structure and will serve as counsel to the General Partner, the Manager, and the Fund.

•ThirdPartyAdministrator: Blue River Partners, LLC is a highly skilled group of partner-level attorneys

and CPAs providing back office operational support and SEC regulatory compliance.

I n v e s t m e n t F o c u s

Prospect Generation/ Lease Capture

Exploration Drilling/Reserves Assessment

Production Ramp-Up/Development Drilling

Production Harvest/ Operating Cost Optimization

Investment

Characteristics

• Regional Geological Studies

• Acquire Seismic Data

• Interpret Geological /

Geophysical Data

• Identify & Generate

• Prospect Targets

• Estimate Reserves

Potential

• Estimate Reserves

Assessment Costs

• Acquire Leasehold /

Negotiate Leases

• Negotiate Joint

Venture Agreements

• Drill Initial Test Wells

• Analyze Core / Log Data

• Field Delineation

• Optimize Drilling

& Completion

• Quantify & Verify

Reserves

• Assess Economic

Parameters / Viability

• Continue Assembling

Leasehold

• Upstream oil and gas

projects with proved reserves

• Establish Production History

• Establish Operational

Efficiencies

• Maximize or Expand

Field Limits

• Fully Develop Resource Base

• 3P1 Reserves Assessments

• Assess Economic

Parameters / Viability

• Production Facilities

Construction

• Negotiate Gathering/

Processing Agmts

• Optimize Lease

Operating Costs

• Minimize Production Declines

• Workover / Re-Frac Wells

• Optimize Production Facilities

• Optimize Gathering Systems

• Re-Complete Wells

• Fix/Replace Surface/

Subsurface Equip

Reserves Type Prospect Possible / Exploration Proved (PDP, PDNP, PUD)2 Proved (PDP)

Senior Debt

CapacityNone None Moderate Maximum

Target Returns3 N/A 30% - 50%+ 18%+ 8% - 12%

Risk Very High High to Very High Moderate Low

1 Proved / Probable / Possible reserves2 PDP - Proved Developed Producing; PDNP - Proved Developed Non-Producing; PUD - Proved Un-developed3 Unlevered, “cradle-to-grave” internal rate of return

BridgeUpstreamFundFocus

v

I n v e s t m e n t P r o c e s s T a r g e t M a r k e t s

SOURCING INVESTMENT DECISION PROCESS

ASSET MANAGEMENT PROCESS EXIT

SOURCING• The General Partner has access to a

significant number of project investment opportunities due to its long-standing industry relationships

• Ongoing, multi-faceted process to source potential project investment opportunties

• Proactively call on management of small-medium size private independent operators

• Maintain close strategic relationships with investment bankers, commerical bankers, attorneys, energy consultants

ASSET MANAGEMENT PROCESS• Initial development plan prepared with

project sponsor/operator• Identify strategic action items /

development timeline• Regular review conducted no less than

every 90 days• Annual 3rd party reserves audit• Continue assessment of the, so as to • take advantage of strategic exits

EXIT• The General Partner will pursue a • variety of exit options (depending on • the type of project), including:• Asset sale to strategic or financial buyers• Management buy-outs• Recapitalization

INVESTMENT DECISION PROCESS• Identify, initially review and analyze each

potential investment• Project due diligence conducted

(asset and operator)• Proposed investment transactions

documented by investment memorandum

• Acquisition of each investment approved by Investment Committee

Due Deal InvestmentDiligence Negotiation Approval

Development Active Plan Monitoring

T a r g e t M a r k e t s

The Fund seeks diversity of investments across multiple geological and geographic basins located on-

shore in the continental United States.

DESIRED PROJECT CHARACTERISTICS:•Upstream oil and gas projects established and quantifiable production history and an active “proved”

development drilling program

•Sustainable, relatively long-life reserves

•Highly experienced, qualified oil and gas operators with a significant equity stake in the sponsored

project

•Attractive risk-adjusted return parameters

•The ability to readily exit project investments

S m a l l - M e d i u m S i z e P r i v a t e I n d e p e n d e n tP r o j e c t F u n d i n g - C a p i t a l S e g m e n t s

S a m p l e P r o j e c t I n v e s t m e n t S c h e m a t i c3 - 5 Y e a r I n v e s t m e n t L i f e

100%

80%

60%

40%

20%

0%

Typical

n Sr. Debt n Mezz. Debt n Sponsor Equity n Bridge Equity

BridgeBridge

S a m p l e P r o j e c t I n v e s t m e n t S c h e m a t i c3 - 5 Y e a r I n v e s t m e n t L i f e

Market Value of Assets [T=0]

$20MM

Proved DevelopmentCapex: $10MM

Market Value of Assets [EXIT]

$45MM

PDP

Upside

PDP

Upside

(MM$) Total Value @ ROI Funding Exit Sr. Debt $12.0 $12.0

Sponsor Equity $2.4 $6.6 2.8x

Bridge Equity $9.6 $26.4 2.8x

Net Cash Flow $6.0

Total $30.0 $45.0

Acquisition Funding (MM$)Sr. Debt $10.0

Sponsor Equity $2.0

Bridge Equity $8.0

Total $20.0

Development Capex Funding (MM$)Sr. Debt $2.0

Sponsor Equity $0.4

Bridge Equity $1.6

Net Cash Flow $6.0

Total $10.0

3131 McKinney Avenue • Suite 220 • Dallas, Texas 75204 • USA

For More Information Contact:

Charlie Lapeyre

charlie.lapeyre@bridgeupstream.com

Ronnie Holman

ronnie.holman@bridgeupstream.com

Fred Hamm

fred.hamm@bridgeupstream.com