JDI ENERGY PARTNERS LLC.

Last updated: May 2026

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This page sets out the comprehensive legal, tax, and risk disclosures applicable to the JDI Energy Partners LLC website (the “Site”) and the JDI Energy JV Program (the “Program”). Read this page carefully before continuing on the Site. By using the Site, you agree to be bound by the disclosures and limitations set forth here. This page is qualified in its entirety by the Master Platform Confidential Private Placement Memorandum (the “PPM”), the applicable Tranche Supplement, the Master Joint Venture Agreement, the Subscription Agreement, and any other operative offering documents (collectively, the “Offering Documents”).

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No Offer; No Solicitation. Nothing on the Site constitutes, and nothing on the Site should be construed as, an offer to sell, a solicitation of an offer to buy, or a recommendation to buy or sell any security. Any offer or sale of securities of the Program will be made only by means of the Offering Documents, delivered to a verified accredited investor in accordance with Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and only after the Manager has completed the verification, screening, and acceptance procedures specified in the Offering Documents.

 

The Site is not a prospectus and is not a substitute for the Offering Documents. To the extent any statement on the Site is inconsistent with any statement in the Offering Documents, the Offering Documents control. The Manager reserves the right to update, withdraw, or amend any information on the Site at any time without notice.

 

Verified Accredited Investors Only. The Program is offered exclusively to verified “accredited investors” within the meaning of Rule 501(a) of Regulation D. Self-certification of accredited-investor status is not sufficient. Each prospective investor must complete third-party accredited-investor verification before being admitted as a Venturer of any JV Tranche.

 

The Site is not directed at, intended for, or available to any person who has not been verified as an accredited investor. Information on the Site is provided for the educational purposes of verified accredited investors and their advisors. Persons who have not been verified as accredited investors may not rely on, distribute, reproduce, mirror, or scrape any material on the Site.

 

Texas General Partnership Form; Unlimited Liability. Each JV Tranche of the Program is organized as a Texas general partnership under Chapter 152 of the Texas Business Organizations Code (the “TBOC”). Each Venturer in a JV Tranche is a general partner of that JV Tranche.

 

As a Texas general partner, each Venturer has unlimited joint and several liability for the obligations of the JV Tranche to which it has subscribed. This liability is not capped at the Venturer’s Capital Contribution and may extend to the Venturer’s personal assets outside the JV Tranche.

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This liability profile is a deliberate structural feature required to preserve the working-interest exception under Section 469(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Limited-liability forms (limited partnership, limited liability company, etc.) would defeat that exception and are not used in the Program. The Manager recommends, but does not require, that each Venturer obtain personal umbrella liability insurance or comparable coverage. No representation is made by the Manager as to the adequacy of any such coverage.

 

Investors who are unwilling or unable to accept unlimited joint and several liability should not consider an investment in the Program. The Manager offers an alternative LLC SPV structure for investors whose primary tax shelter target is passive income; that structure is offered under separate documents and is not available through the Site without prior contact.

 

Risk Factors. Investments in the Program are speculative and involve substantial risk, including the risk of complete loss of capital. The full risk discussion is set out in the PPM. The summary below is for convenience only and does not replace the PPM risk discussion.

 

Structural and Tax Risks. Unlimited joint and several liability of each Venturer; Internal Revenue Service challenge to the application of Section 469(c)(3); future change in tax law (including possible repeal or modification of Section 263(c) IDC expensing, Section 168(k) bonus depreciation, Section 613A percentage depletion, or the Section 469(c)(3) working-interest exception); alternative minimum tax (AMT)

exposure depending on each investor’s facts; recapture on disposition under Section 1254 and Section 1245; state-level non-conformity to Section 168(k) (including New York, California, and Pennsylvania).

 

Operational and Reservoir Risks. Volatility of oil and gas commodity prices; drilling and completion risk including cost overruns and mechanical failures; non-commercial wells; reservoir engineering uncertainty; operator default, bankruptcy, mismanagement, or financial difficulty; counterparty concentration where a

related-party operator group serves multiple roles; AAPL Form 610-1977 versus current AAPL Form 610-2015 differences in non-consent and operator-removal mechanics; regulatory and environmental liability that may extend to the JV Tranche and, by virtue of unlimited liability, to each Venturer personally; induced-seismicity overlay in producing states.

 

Liquidity, Sponsor, and Diligence Risks. No public market for Venturer Interests; no redemption right; transfers require Managing Venturer consent and Rule 506(c) verification of any transferee; long expected hold (7 to 10 years per JV Tranche); no operating history at the JV Tranche level; sponsor commitment is zero (alignment is forward-looking promote, not sponsor capital at risk); blind-pool caveat for Tranches II, III, and IV; title-chain corrective filings required for the Tranche I deal; the Letter Agreement dated April 3, 2026 between the Counterparty Group and the Tranche I Sub-LLC is incorporated by reference into the recorded Assignment and contains operative commercial terms reviewable only under NDA after Rule 506(c) verification.

 

Tax Disclaimers. All statements on the Site regarding U.S. federal, state, or local tax treatment are summary descriptions that simplify complex statutory, regulatory, and case-law authority. They are educational only and do not constitute tax advice. Tax outcomes for any particular investor depend on facts specific to that investor (including basis, at-risk amount, AMT exposure, marginal rate, state of residence, other passive activity losses, and entity status) and may differ materially from the illustrative outcomes described on the Site.

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The 80% to 95% Year 1 deduction range cited on the Site is illustrative only. It assumes a typical IDC-to tangible mix on horizontal wells, that the Section 469(c)(3) working-interest exception applies, and that Section 168(k) bonus depreciation under the One Big Beautiful Bill Act of 2025 (P.L. 119-21, signed July 4, 2025) remains in effect. Each of these assumptions is subject to risks described in the Offering Documents.

 

The Manager has engaged tax counsel to deliver a tax opinion before the first closing of any JV Tranche. The tax opinion addresses Section 469(c)(3), Section 263(c), Section 168(k) under the One Big Beautiful Bill Act of 2025, Section 613A, Section 704(b) substantial economic effect, profits-interest treatment under Rev. Proc. 93-27 and Rev. Proc. 2001-43, and Section 1254 and Section 1245 recapture, in each case at “should” or “will” levels as set forth in the opinion. The tax opinion is available to verified accredited prospective Venturers upon request, subject to confidentiality. No tax opinion of any tax

counsel of the Manager is binding on the Internal Revenue Service or any state taxing authority. The IRS or any state taxing authority may take a position contrary to any of the positions described on the Site or in the tax opinion. Adverse rulings may produce additional tax, interest, and penalties for prior or current years within the statute of limitations.

 

A future Congress could repeal or modify Section 263(c) IDC expensing, Section 168(k) bonus depreciation, Section 613A percentage depletion, or the Section 469(c)(3) working-interest exception. No assurance is given that current tax treatment will remain in effect for the life of the Program. Each prospective investor must consult its own tax advisors before subscribing.

 

Forward-Looking Statements. Statements on the Site that are not historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding: Targeted Program size, target Tranche size, target subscriber count, target close timing, projected drilling timing, projected production volumes and rates, projected payout, projected internal rate of return, type curves, decline curves, reserve estimates, target investor returns, and target tax outcomes. Statements about validation by offset wells, operator track record, and prior principal experience are forward-looking to the extent they imply expected future results.

 

Forward-looking statements reflect the Managing Venturer’s expectations and the views of its technical consultants as of the date of the relevant statement and are subject to risks, uncertainties, and assumptions, many of which are outside the Manager’s control. Actual results may differ materially. Reservoir engineering estimates are inherently uncertain. Commodity prices are volatile. Operator performance is not guaranteed. Tax outcomes depend on facts specific to each investor and on the Internal Revenue Service’s future positions. The Manager undertakes no obligation to update or revise any forward-looking statement, except as required by applicable law. Past performance of any principal, any operator, or any prior transaction described on the Site is not indicative of future results.

 

Information Accuracy. The Manager believes the information on the Site to be accurate as of the date posted. The Manager does not warrant the accuracy, completeness, or current applicability of any information on the Site, and the Manager may update, withdraw, or amend any content at any time without notice. To the maximum extent permitted by applicable law, the Manager disclaims all warranties (express or implied) with respect to the Site and its contents, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement, or accuracy.

 

No Advisory Relationship. The Manager and its principals are not registered as a broker-dealer with the U.S. Securities and

Exchange Commission or any state securities regulator, and they are not registered as investment advisers with the SEC or any state securities regulator. Direct sales to accredited investors by the Manager’s principals rely on the Rule 3a4-1 issuer-employee exemption from broker-dealer registration. Securities counsel will issue or has issued a Rule 3a4-1 availability opinion before any direct sale by a principal commences.

 

Use of the Site does not create any agent-principal, broker-dealer, investment-adviser, fiduciary, or other professional relationship between the visitor and the Manager or its principals. Communications through the Site (including any contact-form submission, calendar booking, or email exchange) do not create such a relationship until and unless the parties have executed a written engagement on terms negotiated and agreed in writing. The Manager’s counsel, accountants, tax advisors, and other professionals do not represent visitors or prospective investors. Each prospective investor should engage and rely on its own independent legal, tax, and financial advisors.

 

No Endorsement; Third-Party Materials. References on the Site to third parties (including Crawley Petroleum Corporation, Adparo, LLC, PDI, Inc., the AAPL Form 610 family, the Texas Railroad Commission, the Oklahoma Corporation Commission, the Internal Revenue Service, and others) are factual references only and do not imply any endorsement of the Program by, sponsorship by, or affiliation with any third party. Trademarks and trade names appearing on the Site are the property of their respective owners.

 

Hyperlinks. The Site may contain hyperlinks to third-party websites. The Manager does not control, maintain, or endorse any third-party website and accepts no responsibility for the content, availability, or accuracy of any third-party site. Visitors who follow a hyperlink leave the Site at their own risk and become subject to the linked site’s own terms and privacy practices.

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No Reliance. By using the Site, each visitor agrees that any decision to invest in the Program will be made solely on the basis of (i) the visitor’s own diligence, (ii) the visitor’s review of the Offering Documents, and (iii) the visitor’s own consultation with independent legal, tax, and financial advisors. Each visitor agrees not to rely on any statement, projection, or representation made on the Site, in any contact-form response, in any email or telephone exchange with the Manager or any of its representatives, or in any marketing material, except for those statements expressly set forth in the executed Subscription Agreement and Tranche Supplement.

 

State Notices. The securities of the Program have not been registered under the securities laws of any state.

 

The Program is offered in reliance on the federal-covered-security exemption applicable to Regulation D Rule 506(c) offerings, subject to applicable state notice filings and fees. State-specific notices include, without limitation:

 

NOTICE TO TEXAS RESIDENTS. Each JV Tranche is organized under the laws of the State of Texas.

Offers and sales rely on the federal-covered-security exemption. Texas Securities Act § 5.I notice filing applies.

 

NOTICE TO OKLAHOMA RESIDENTS. The initial Tranche I working interest is located in Roger Mills

County, Oklahoma. Offers and sales rely on the federal-covered-security exemption. Oklahoma

Department of Securities notice filing applies.

 

NOTICE TO CALIFORNIA RESIDENTS. Offers and sales rely on the federal-covered-security exemption from California qualification requirements.

 

NOTICE TO NEW YORK RESIDENTS. Offers and sales rely on the federal-covered-security exemption from New York’s broker-dealer registration requirements. New York does not conform to Section 168(k) bonus depreciation. New York investors should consult their CPAs regarding Form IT-225 and the separate New York basis tracking required for tangible drilling equipment.

 

NOTICE TO FLORIDA RESIDENTS. Each Florida purchaser may withdraw any subscription within three business days of the later of (i) execution of the Subscription Agreement and (ii) receipt of an offering memorandum, as provided in Section 517.061 of the Florida Statutes.

 

Anti-Fraud; No Hype. It is the Manager’s policy that no statement on the Site, in any marketing material, or in any direct

communication with a prospective investor will be made unless the Manager believes it to be accurate, complete, and not misleading. Any statement of opinion or expectation is identified as such. Any statement of historical fact is supported by documentary or operational evidence available on diligence. No statement on the Site is intended to circumvent the anti-fraud provisions of the federal or state securities laws (including without limitation Rule 10b-5, Section 17(a) of the Securities Act, and analogous state-law provisions).

 

If any visitor identifies any statement on the Site that the visitor believes to be inaccurate, incomplete, or misleading, the visitor is encouraged to email zach@jdiep.com so the Manager can investigate and, if appropriate, update the statement.

 

Confidentiality and Anti-Distribution. Visitors are reminded that the Site and certain materials accessed through the Site are confidential. Visitors agree not to reproduce, distribute, frame, mirror, scrape, or otherwise share any non-public material from the Site (including the PPM, Tranche Supplements, the Master JV Agreement, the Subscription Agreement, the Tranche I diligence package, the operator-due-diligence materials, the per well IP and decline data, the Letter Agreement dated April 3, 2026, or the tax opinion) without the prior written consent of the Manager. Authorized recipients are responsible for the confidentiality and use of any document received from the Manager.

 

Governing Law; Dispute Resolution. The Site, these disclosures, and the Site’s Terms of Use are governed by the laws of the State of Texas, without regard to conflicts-of-law principles. Any dispute arising out of or relating to the Site or these disclosures shall be submitted to binding arbitration administered by the American Arbitration Association in The Woodlands, Texas, under its Commercial Arbitration Rules, except that the Manager may seek temporary or preliminary injunctive relief in any court of competent jurisdiction.

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The disclosures on this Page are not subject to negotiation. Continued use of the Site after any update to this Page constitutes acceptance of the updated disclosures.

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