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Forward-Looking
Statements 2 This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements other than historical
facts, including, without limitation, statements regarding the expected
benefits of the proposed transaction to Vanguard and Eagle Rock and their
unitholders, the anticipated completion of the proposed transaction or the
timing thereof, the expected future reserves, production, financial position,
business strategy, revenues, earnings, costs, capital expenditures and debt
levels of the combined company, and plans and objectives of management for
future operations, are forward-looking statements. When used in this
presentation, words such as we may, can, expect, intend, plan,
estimate, anticipate, predict, project, foresee, believe, will
or should, would, could, or the negative thereof or variations thereon
or similar terminology are generally intended to identify forward-looking
statements. It is uncertain whether the events anticipated will transpire, or
if they do occur what impact they will have on the results of operations and
financial condition of Vanguard, Eagle Rock or of the combined company. Such
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in, or implied
by, such statements. These risks and uncertainties include, but are not
limited to: the ability to obtain unitholder approval of the proposed
transaction; the ability to complete the proposed transaction on anticipated
terms and timetable; Vanguards and Eagle Rocks ability to integrate
successfully after the transaction and achieve anticipated benefits from the
proposed transaction; the possibility that various closing conditions for the
transaction may not be satisfied or waived; risks relating to any unforeseen
liabilities of Vanguard or Eagle Rock; declines in oil, NGL or natural gas
prices; the level of success in exploitation, development and production
activities; adverse weather conditions that may negatively impact development
or production activities; the timing of exploitation and development
expenditures; inaccuracies of reserve estimates or assumptions underlying
them; revisions to reserve estimates as a result of changes in commodity
prices; impacts to financial statements as a result of impairment
write-downs; risks related to level of indebtedness and periodic
redeterminations of the borrowing base under Vanguards and Eagle Rocks
credit agreements; the ability of Vanguard and Eagle Rock to comply with
covenants contained in the agreements governing their indebtedness; ability
to generate sufficient cash flows from operations to meet the internally
funded portion of any capital expenditures budget; ability to obtain external
capital to finance exploitation and development operations and acquisitions;
federal, state and local initiatives and efforts relating to the regulation
of hydraulic fracturing; failure of properties to yield oil or gas in
commercially viable quantities; uninsured or underinsured losses resulting
from oil and gas operations; inability to access oil and gas markets due to
market conditions or operational impediments; the impact and costs of
compliance with laws and regulations governing oil and gas operations;
ability to replace oil and natural gas reserves; any loss of senior
management or technical personnel; competition in the oil and gas industry;
risks arising out of hedging transactions. Eagle Rock and Vanguard caution
that the foregoing list of factors is not exclusive. Additional information
concerning these and other risk factors are contained in Eagle Rocks and
Vanguards Annual Reports on Form 10-K for the period ended December 31,
2014, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on
Form 8-K, and other SEC filings, which are available at the SECs website,
http://www.sec.gov. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of their dates. Except as
required by law, neither Vanguard nor Eagle Rock intends to update or revise
its forward-looking statements, whether as a result of new information,
future events or otherwise.
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