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November 28, 2015 7:51 PM ET

Oil, Gas and Consumable Fuels

Company Overview of BreitBurn GP, LLC

Company Overview

BreitBurn GP, LLC engages in oil and gas exploration and production. As of June 17, 2008, BreitBurn GP LLC operates as a subsidiary of Breitburn Energy Partners LP.

515 South Flower Street

Suite 4800

Los Angeles, CA 90071

United States

Key Executives for BreitBurn GP, LLC

Chief Executive Officer and Director
Age: 55
Chief Financial Officer and Executive Vice President
Age: 51
Chief Administrative Officer, Executive Vice President and General Counsel
Age: 64
Vice President and Treasurer
Age: 59
Compensation as of Fiscal Year 2015.

BreitBurn GP, LLC Key Developments

David D. Baker Resigns as Senior Vice President of Breitburn GP LLC

David D. Baker has resigned his position as a senior vice president of Breitburn GP LLC, effective June 16, 2015. Baker is leaving his employment with the Company in order to start a new oil and gas business that will not be affiliated with the Partnership.

BreitBurn GP, LLC Announces Board Changes

In connection with the Preferred Private Placement, Mr. Randall H. Breitenbach resigned from the Board of Directors of Breitburn GP LLC as a Class III director (up for election in 2017) on March 27, 2015. Effective upon his resignation, Mr. Breitenbach was appointed to the Board as a Class II director (up for election in 2016) on March 27, 2015. Effective upon the closing of the Preferred Private Placement and pursuant to the terms of the Board Representation and Standstill Agreement to be entered into in connection with the closing of the Preferred Private Placement, the Board has authorized an increase in the size of the Board by one from seven members to eight members and has appointed Kurt A. Talbot to the Board as a Class III director to fill the resulting vacancy. Effective upon the closing of the Preferred Private Placement and pursuant to the terms of the Board Representation and Standstill Agreement to be entered into in connection with the closing of the Preferred Private Placement, Mr. Talbot has been appointed to a term that will expire at the annual meeting to be held in 2017. Upon the expiration of his term, he may be reelected for a three year term. Mr. Talbot is the Vice Chairman and Co-Head of the Investment Committee of EIG Global Energy Partners, which is affiliated with EIG and EIG MC.

QR Energy, LP, QRE GP, LLC, Breitburn Energy Partners L.P., Breitburn GP, LLC and Boom Merger Sub, LLC Reach an Agreement in Principle to Settle Consolidated Unitholder Class Action Lawsuit on Behalf of QR Energy, LP's Common Unitholders

On November 10, 2014, QR Energy, LP, (‘QRE’), QRE GP, LLC (‘QRE GP’), Breitburn Energy Partners L.P. (‘Breitburn’), Breitburn GP, LLC (‘Breitburn GP’) and Boom Merger Sub, LLC (‘Merger Sub’) reached an agreement in principle to settle a consolidated unitholder class action lawsuit on behalf of QRE common unitholders filed in the United States District Court for the Southern District of Texas on the terms and conditions set forth in a memorandum of understanding. The Consolidated Unitholder Action, captioned In re QR Energy LP Unitholder Litigation, No. 4:14-cv-02195, names as defendants QRE, QRE GP, the members of the QRE GP board of directors, Breitburn, Breitburn GP and Merger Sub. Plaintiffs in the Consolidated Unitholder Action each allege that the director defendants breached their fiduciary duties of loyalty, due care, good faith, and independence owed to the QRE unitholders by allegedly approving the Agreement and Plan of Merger dated July 24, 2014, by and among QRE, Breitburn and Merger Sub, at an unfair price and through an unfair process. The settlement will not affect the timing of the special meeting of the QRE unitholders, which is scheduled to be held on November 18, 2014, or the amount of the consideration to be paid to QRE unitholders in connection with the proposed transaction. The settlement is not, and should not be construed as, an admission of wrongdoing or liability by any defendant. The defendants continue to believe that the Consolidated Unitholder Action is without merit and vigorously deny the allegations contained therein. However, to avoid the risk of the Consolidated Unitholder Action delaying or adversely affecting the merger, to minimize the substantial expense, burden, distraction and inconvenience of continued litigation and to fully and finally resolve the claims, QRE, Breitburn and Merger Sub have agreed to make these amended and supplemental disclosures to the Proxy Statement/Prospectus. The memorandum of understanding contemplates that the parties will enter into a stipulation of settlement. The memorandum of understanding further provides that, among other things, the parties will submit the Stipulation to the Delaware court for review and approval; the Stipulation will provide for dismissal with prejudice of the Consolidated Unitholder Action; all proceedings in the Consolidated Unitholder Action, except for those related to the settlement, shall be stayed and the plaintiffs agree to stay and not to initiate any other proceedings other than those incident to the settlement itself; the Stipulation will include a general release of defendants of all claims relating to the merger and related transactions and the proposed settlement is conditioned on, among other things, consummation of the merger, class certification and final approval of the settlement. In connection with the settlement of the Consolidated Unitholder Action, QRE and Breitburn have agreed to make the following amended and supplemental disclosures to the proxy statement/prospectus filed with the Securities and Exchange Commission on October 17, 2014.

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