LRR ENERGY, L.P. (LRE) IPO

We intend to use the estimated net proceeds from this offering of 
approximately $167.2 million, after deducting underwriting discounts and 
a structuring fee, together with borrowings of approximately $155.8 million 
that we will incur upon the closing of this offering under our new revolving 
credit facility, to: 

• make cash distributions and payments to Fund I of approximately $289.9
 million; 

• repay in full approximately $27.3 million of LRR A's debt that we will
 assume at closing; 

• pay fees and expenses of approximately $1.9 million relating to our new
 credit facility; and 

• pay estimated offering expenses of approximately $3.9 million. 

Other than the $155.8 million that we expect to borrow under our new revolving
credit facility upon the closing of this offering, we have no plans to 
immediately draw down additional borrowings under our new revolving credit 
facility. 

All of LRR A's debt that we will assume and repay in full at closing was
incurred under LRR A' s credit facility in connection with acquisitions. 
Such debt is secured by mortgages on substantially all of LRR A's oil and 
natural gas properties, including the Partnership Properties. The interest 
rate on this credit facility is 2.81% through November 23, 2011, and the
credit facility matures in November 2014. 

The following table illustrates our use of the proceeds from this offering 
and our borrowings under our new credit facility. 

   Sources of Cash (in millions)                Uses of Cash (in millions)  

Gross proceeds from this                  Distribution and payment to
offering(1)                    $  178.8   Fund I(1)                    $ 289.9 
Borrowings under our new                  Repayment of debt assumed 
credit facility                $  155.8   from LRR A                   $  27.3
                                          Underwriting discounts, a 
                                          structuring fee, fees and 
                                          expenses associated with 
                                          our new credit facility and 
                                          other offering expenses 
                                          payable by us                $  17.4 

Total                          $ 334.6    Total                        $ 344.6

(1) If the underwriters exercise their option to purchase additional common
 units in full, the gross proceeds would be $205.6 million and the total
 distribution and payment to Fund I would be approximately $315.0 million. 

If and to the extent the underwriters exercise their option to purchase 
additional common units, the number of common units purchased by the 
underwriters pursuant to such exercise will be issued to the public and the 
remainder, if any, will be issued to Fund I. Any such common units issued to 
Fund I will be issued for no consideration other than Fund I's contribution 
of the Partnership Properties to us in connection with the closing of this 
offering. If the underwriters exercise their option to purchase 1,411,200 
additional common units in full, the additional net proceeds would be 
approximately $25.1 million. The net proceeds from any exercise of such 
option will be used to pay additional cash consideration for the Partnership 
Properties purchased from Fund I and to make an additional cash distribution 
to Fund I. If the underwriters do not exercise their option to purchase 
1,411,200 additional common units, we will issue 1,411,200 common units to
Fund I upon the expiration of the option. We will not receive any additional
consideration from Fund I in connection with such issuance. Accordingly, 
the exercise of the underwriters' option will not affect the total number 
of common units outstanding or the amount of cash needed to pay the minimum 
quarterly distribution on all units.

We operate in a highly competitive environment for acquiring properties and 
securing qualified personnel. Many of our competitors possess and employ 
financial, technical and personnel resources substantially greater than ours, 
which can be particularly important in the areas in which we operate. As a 
result, our competitors may be able to pay more for productive oil and natural 
gas properties and exploratory prospects, as well as evaluate, bid for and 
purchase a greater number of properties and prospects than our financial or 
personnel resources permit. Our ability to acquire additional properties and 
to find and develop reserves will depend on our ability to evaluate and select 
suitable properties and to consummate transactions in a highly competitive 
environment. In addition, there is substantial competition for capital 
available for investment in the oil and natural gas industry. 

We are also affected by competition for drilling rigs, completion rigs, 
workover rigs, completion services and the availability of related equipment. 
In recent years, the United States onshore oil and natural gas industry has 
experienced shortages of drilling and completion rigs, equipment, pipe and 
personnel, which have delayed development drilling and other exploitation 
activities and caused significant increases in the prices for this equipment 
and personnel. We are unable to predict when, or if, such shortages may occur 
or how they would affect our development and exploitation programs. 

In addition, Lime Rock Resources, Lime Rock Partners and their affiliates are 
not restricted from competing with us and such entities could be competing 
producers in all of our operating areas, as well as competitors for acquisition
opportunities.