White Rock Oil & Gas Holdings LLC

Fees and Compensation
Description
The Management Fee shall be assessed against each limited partner of the Funds at the rate per annum
equal to 1.5% of such limited partner’s Invested Capital Balance as of the last day of the calendar
quarter. The general partner of the Funds is entitled to receive a carried interest (further disclosed
under Performance-Based Fees & Side-by-Side Management) payment based on realized profits and
distributions, and might be required to return a portion of that carried interest, commonly referred to as
a “clawback”.

Fee Billing
Management fees shall be due quarterly in arrears, paid directly through the capital accounts of the
limited partners.

The management fee upon termination will be fully applied and refunded if in excess.

Other Fees
In addition to the management fee and carried interest, limited partners may incur the following
expenses, not limited to: organization expenses incurred, out of pocket administration expenses
(accounting, audit, legal, etc.), overhead expenses, registration under applicable laws, in connection
with the collection of amounts due, preparation or amendments to agreements, litigation,
administrative proceedings, dissolution or liquidation, taxes, governmental charges, out of pocket
expenses related to the investments of the fund, costs associated with borrowings (principal, interest,
etc.), and insurance.

Details of all fees and expenses are fully disclosed in the Fund’s governing documents.

Performance-Based Fees & Side-by-Side
Management
Sharing of Capital Gains or Capital Appreciation
The general partner for each Fund is subject to carried interest which is based on the total distributions
of the Funds. Typically, the general partner receives the carried interest after specified hurdles have
been met. White Rock believes the carried interest paid to the general partner can better align the
interests of the investors and White Rock. However, the potential to receive carried interest based on
gains might create a motive for White Rock to make riskier investments than it would make if all
distributions by the Partnership were made in proportion to capital contributions. The carried interest
hurdle is disclosed in the private placement memoranda of the Funds.

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Types of Clients
Description
White Rock only provides investment advice to pooled investment vehicles. The investors of each Fund
must meet specific qualification requirements.

Account Minimums
White Rock Oil & Gas Partners I and I-B have a minimum capital requirement of $5 million.

White Rock Oil & Gas Partners II has a minimum capital requirement of $5 million, while White Rock Oil
& Gas Partners II-B’s minimum capital requirement is $1 million.

However, less may be accepted at the discretion of General Partner for each Fund.

Methods of Analysis, Investment
Strategies and Risk of Loss
Method of Analysis and Investment Strategies
The investment objective of the Funds is to make investments in oil, gas and mineral properties in the
United States and the onshore areas thereof (and excluding the offshore waters thereof), either directly
by the Fund or indirectly through ownership interests in limited liability companies, partnerships, joint
ventures, entities, or net profit overriding royalty agreement.

The strategy is to achieve by:

    •   acquiring a diverse portfolio of producing oil, gas, and mineral properties within the various U.S.
        basins;
    •   implementing a successful exploitation program;
    •   improving operations efficiencies by controlling costs; and
    •   hedging production for several years after an acquisition in order to protect cash flows and base
        rates of return.

Risk of Loss
There can be no assurance that the Funds will achieve their investment objectives or that an investment
in the Funds will be profitable. These investment strategies involve a substantial degree of risk, including
risk of complete loss. Nothing in this brochure is intended to imply, and no one is or will be authorized
to represent, that an investment in the Funds is low risk or risk free. The Funds’ investment strategies

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and programs are appropriate only for sophisticated persons who fully understand and are capable of
bearing the risks of investment. Prospective investors should consider the following risks, among others,
before making any investment decisions:

    •   Oil and gas prices are volatile, and an extended decline in prices could adversely affect our
        financial results, cash flow, access to capital and ability to grow.
    •   Limited operating history.
    •   Lack of geographic diversity.
    •   Increase in capital requirements could reduce distributions in earlier years.
    •   Potential legislative regulatory actions could increase our costs, reduce our revenue and cash
        flow from natural gas and oil sales, reduce our liquidity or otherwise alter the way we conduct
        our business.
    •   Our inability to control external factors inherent in the energy industry may inhibit our ability to
        conduct cost-effective oil and gas production operations.
    •   A significant component of our strategy is acquisitions, and our failure to locate or complete
        future acquisitions successfully could limit our ability to diversify and cause the unfavorable
        performance by one or more investments to have a substantial adverse impact on the returns
        realized by the limited partners.
    •   Estimates of oil and gas reserves are inherently uncertain and inaccurate estimates may cause
        us to overpay for oil and gas properties and adversely affect our ability to generate attractive
        results of operations for such properties.

For additional information on the risk associated with the Funds, please refer to the Funds’ offering
documents.