Summary

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Transaction Overview – EagleRidge Energy proposed to issue ERE Class A Common Capital Interests of ERE II, a newly-formed affiliate of ERE, pursuant to the contribution of ERE’s net assets to ERE II in connection with the acquisition of North Texas E&P and midstream assets purchased from Trinity River Energy.

Concurrently with the Class A Issuance, ERE II proposed to offer and sell for cash a minimum $20.0MM in aggregate amount of Class B Common Capital Interests to existing ERE members.

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Transaction Timeline

April 2017 – Energy Capital Solutions, LLC (“ECS”) was engaged by EagleRidge as their financial advisor to evaluate the fairness of the Class A Issuance.

June 2017– ECS delivered its fairness opinion to EagleRidge

Transaction Highlights

Transaction Complexity – In delivering its fairness opinion, ECS reviewed not just ERE’s current operations but also those of Trinity River Energy and the issuance of both Class A and Class B Common Capital Interests .