EWS (USA) LLC

A Proposal for Investing in United States

Onshore Producing Oil & Gas Properties

December 2016

Agenda

Executive Summary

EWS’ objectives

The North American Onshore Energy Marketplace

The Opportunity

Who are we

The Team

Partners

In the US

In Israel

Why invest with us?

Investment Strategies

Short Term

Long Term

Proposed Deal Structure

Single Opportunity

2

Executive Summary

EWS (USA) LLC. Which is based in Houston, TX, offers various investment opportunities in producing onshore oil and gas assets in the United States.

Leveraging it’s management team’s comprehensive experience and expertise in the US energy marketplace, and it’s wide network of contacts within the industry with operators, investment bankers, brokers and executives, EWS is able to identify assets that not only offer predictable cash flow, but also appreciation potential and overall above market rate of return performance.

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EWS Objectives

To offer Israeli investors a diversification

investment into onshore mature producing

oil and gas properties in the United States

with the intent of providing lower risk than

other US oil and gas investments and

potentially above market returns.

4

The United States Onshore Oil

& Gas Marketplace

Two main factors have reshaped the current United States onshore oil and gas landscape.

1. Resource (shale) Plays. Reallocation of personnel and capital into fracking and

horizontal drilling opportunities have “starved” many mature assets of capital and attention.

Opens opportunities for smaller, more cost effective player.

2. Oil price crash of 2014. The oil crash that began in mid 2014 caused a large

number of highly leveraged, companies to become overextended and unable to meet their obligations.

Distressed asset sales are common and many of these assets include mature producing properties.

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The United States Onshore Oil

& Gas Marketplace

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US R

igs

US $

/BB

L

Horizontal & Vertical Wells

with WTI Oil Price

Crude Oil Prices: West Texas Intermediate (WTI) - Cushing, Oklahoma Horizontal Vertical

Resource (shale) Plays. Many companies have reallocated personnel and capital into fracking/horizontal drilling opportunities. This shift in focus has cause some mature producing oil and gas assets to be capital starved and “neglected”.

1 Baker Hughes Incorporated Website

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Oil price data courtesy of Federal reserve Bank of St Louis

Rig count data courtesy of Baker Hughes Inc.

Oil price crash of 2014. The extended drop in oil prices beginning in mid 2014 has caused a

number of highly leveraged, mostly smaller companies to become overextended and unable to meet their obligations.

“At least 135 oil and gas companies are still in deep trouble, according to Debtwire Analytics, a New York company that studies debt and predicts coming bankruptcies and restructuring.” Source FuelFix Sept. 2016

2

Data courtesy of Haynes and Boone, LLP

The United States Onshore Oil

& Gas Marketplace

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1 26 8 11 13

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27 3034

3844 47

5361

73

8995

99 102 104 105

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120

Cumulative Bankruptcy Filings

Distressed, over leveraged

operators

Late life/ mature assets

which are “neglected” in

current capital constrained environment

Assets that have

opportunities for

production enhancements

and cost reduction

The Opportunity

8

courtesy of USGS

Map Showing Historical Production in

United States

Green = Oil

Reg = Gas

Yellow = Overlapping Oil and Gas Production

Most assets are acquired

through an auction

process rather than a

negotiated transaction.

Timelines for acquisitions

are generally short, with

30-45 days being typical.

The critical element for

acquisition success is the

buyer having the funds to

close quickly.

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The Opportunity

The TeamGad Silberstein, CEO & President ; Co-Founder

Gad is a seasoned business executive who has worked extensively in both the

US and Israel. Prior to joining EWS, Gad was the CEO of Optifile Systems Ltd.,

a Software Development and Systems Integration company that he had

founded. For the last 8 years, Gad was responsible for EWS (Energy) Ltd.’s North

American operations.

Gad earned a B.Sc. degree in Industrial Engineering from the "Technion", Israel

Institute of Technology (Suma Cum Lauda) and an MBA from the Ross Business

School at the University of Michigan.

John Bedingfield, EVP & CTO ; Co-Founder

John is an experienced businessman and scientist focused on value creation

through economically viable resource, reserve and production growth. Before

co-founding EWS John Served as Vice President and an Executive Officer of

Apache Corporation responsible for formulating and executing its new country

entry strategies and new resource play entries in the United States. In this role

John developed an oil focused global strategy successfully targeting deep

water, conventional, unconventional and new technology plays. Prior to that,

John served as the vice president and managing director for Apache’s

Australia region with direct profit and loss and operational responsibilities.

John earned an B.Sc. and M.Sc. Degrees from Northeast Louisiana University in

Geoscience and Geology (respectively). John also graduated from the

Advanced Management Program for Oil & Gas Industry Executives of the

Thunderbird School of Global management.

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The TeamBen Zion (Benny) Rosenberg, EVP of Investors Relations ; Co-Founder

Benny has been active in the Israeli and US NG marketplaces over the last eight

years, and in both he played a leading role in several large infrastructure

projects. Prior to founding EWS Ltd. in 2004, Benny was the SVP of Business

Development, at the Hagai Group, the largest supplier of material and services to

the Construction and Infrastructure Projects Industry in Israel.

Benny, who brings to EWS 25 years of business experience, has earned a

B.A. degree in Economics and Philosophy from the Hebrew University of

Jerusalem, Israel.

Partners: In order to ensure compliance with all regulation while maximizing investors net returns, the following will consult and monitor EWS (USA) operations: 11

Ram Belnikov, Investments EVP

Ram brings expansive business and leadership experience to our venture. Prior to

joining EWS (USA) llc. he held numerous key positions in both the Israeli public and

private sectors, including as the General Manager of the Ministry of Interior and the

Director of the Budget Division at the Ministry of Finance.

Ram has also held prominent roles in the Israeli energy and telecommunications

industries, leading many companies beyond their competitors. Among these positions

were President & CEO of HOT, President & CEO of 012 Golden Lines.

Ram holds a B.A. in Economy and International Affairs as well as an M.B.A. from the

Hebrew University. In addition to his professional work Ram has served on the boards of

directors of several public and private social institutions.

Why Invest with Us

60 years of cumulative experience in

the North American Oil & Gas

industry , thirty of which are directly related to production and

exploration activities

Diverse team with great depth of

technical and business acumen

Cross functional team that can

address and resolve all legal,

regulatory and taxation issues to maximize the investors’ net returns

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Investment Strategies

Focused and disciplined acquisition of mature oil and gas proved

developed producing (PDP) assets with upside.

Deal Size:

Deals in the $5-50 MM range. Most deals expected to be between $8-15 MM.

Short Term:

Target assets intended to be PDP rich with reservoirs that have low decline rates

(<15%) and proven long life reserves.

These properties expected to have additional opportunities or upside that are

not valued in the purchase price. Investors may have right of first refusal to

invest in upside opportunities related to the assets, such as exploration and

development opportunities.

EWS will choose an operator that has a demonstrated track record of successful

management of similar assets and a cultural focus on cost control and

production enhancement.

Assets will ideally be held for 7-10 years before liquidating positions.

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Investment Strategies

Focused and disciplined acquisition of mature oil and gas proved

developed producing (PDP) assets with upside.

Longer Term:

Acquire assets with exploration/exploitation upside. These types of

assets carry more risk but if successful, may yield higher returns and

stronger cash flows than PDP only assets.

Evaluate sale vs. development of successful upside projects to

maximize investor returns.

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Proposed Deal Structure

Investors will:

Own an interest in a special purpose vehicle (SPV) that

will then invest in an entity to be jointly owned with an

operator (which entity will own directly the assets).

Receive 100% of the SPV’s net income until 100% of the

initial investment is recovered PLUS 7% IRR is realized

Receive 80% of the SPV’s net income thereafter

Management team will :

Receive annual fee of 2% of initial investment until

payout

Receive 20% of SPV’s net income thereafter

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The base case involves investment

by all parties through flow-through

(i.e., fiscally transparent entities).

Base Case

Operator

SPV 2 LLC

SPV 1 LLC

EWS USA LLC

Israeli Investors

US R/E

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Proposed Deal Structure:1

OwnersInvestors

OperatorSPV

1

Royalty

Owners

SPV2

Opex

& tax

Royalties

Share

Share

Actual Expense

EWS

PayoutYes

80% SPV 2

Share

20% SPV2

Share

2% Fee

on initial

investment

No

PayoutYes

No

100%

SPV2

Share

WI 100%

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Proposed Deal Structure:1

Recent Texas Gulf Coast Example

of Distressed Sale Opportunity: Deal “Alpha”

3.1X34%

2.3X23%

1.9X16%

2.6X27%

2X18%

1.6X11%

2.1X20%

1.6X11%

1.3X6%

$55/bbl

Realization Multiple & IRR

$50/bbl

$45/bbl

Acquisition Price6 MM$ 8 MM$ 10 MM$

Deal “Alpha”Summary

~61 wells producing an aggregated ~270 BOPD at time of purchase. Historical decline rate of 2-3% annuallyOpex ~ $20/bbl

Ave

rag

e O

il

Pric

e

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Realization Multiple = Cumulative Distributed Returns

Paid-In Capital

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$8,000,000

$5,878,935

$3,707,683

$1,760,513

$40,807

$1,513,293

$2,910,093

$4,249,293

$5,526,559

$6,745,735

$7,954,903

$(10,000,000)

$(8,000,000)

$(6,000,000)

$(4,000,000)

$(2,000,000)

$-

$2,000,000

$4,000,000

$6,000,000

$8,000,000

$10,000,000

0 1 2 3 4 5 6 7 8 9 10

Deal “Alpha”Cash Flow Curves

$8 MM Acquisition & $50 Oil

BTCF Cumulative Cash Flow

Contacts InfoEWS(USA) llc.

3720 Kirby Rd., Suite 1200

Houston, TX 77098

Tel: US +1 713 8316827

Gad Silberstein

gs@ewsnortham.com

M US +1 631 2589391

M IL +972 54 6391084

John Bedingfield

jb@ewsnortham.com

M US +1 713 2134233

Benny Rosenberg

br@ewsnortham.com

M IL +972 54 4801609

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