XEOS ENERGY PARTNERS
LEGAL NOTICE
Terms of Use, Disclaimers & Regulatory Disclosures
Last Updated: April 23, 2026. Effective Date: April 23, 2026.
PLEASE READ THIS LEGAL NOTICE CAREFULLY BEFORE ACCESSING OR USING THIS WEBSITE. BY ACCESSING, BROWSING, OR OTHERWISE USING THIS WEBSITE (THE "SITE"), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE WITH ANY PORTION OF THIS LEGAL NOTICE, YOU MUST IMMEDIATELY DISCONTINUE ALL USE OF THE SITE.
1. SCOPE AND APPLICABILITY
This Legal Notice (this "Notice") governs your access to and use of the website operated by XEOS Energy Partners, together with its affiliates, subsidiaries, parallel vehicles, managed accounts, general partners, investment managers, and related entities (collectively, "XEOS," the "Firm," "we," "us," or "our"). The Site is maintained from the Firm's principal place of business at 1910 Pacific Avenue, Dallas, Texas, United States of America, and is intended solely as a general informational resource.
The content of the Site is not directed at, nor intended for distribution to or use by, any person or entity who is a citizen or resident of, or located in, any jurisdiction where such distribution, publication, availability, or use would be contrary to applicable law or regulation or would subject XEOS or any of its affiliates to any registration, licensing, or other regulatory requirement within such jurisdiction. It is the sole responsibility of each visitor to the Site to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction.
2. NO OFFER; NO SOLICITATION; NO ADVICE
Nothing contained on the Site constitutes, or is intended to constitute, an offer to sell, a solicitation of an offer to buy, or a recommendation with respect to any security, investment product, fund interest, or financial instrument, nor does it constitute legal, tax, accounting, regulatory, actuarial, investment, or other professional advice. Any such offer or solicitation shall be made only pursuant to a confidential private placement memorandum, subscription agreement, limited partnership agreement, or other definitive offering documentation (collectively, the "Offering Documents") furnished by the Firm to eligible prospective investors in compliance with applicable securities laws, and any decision to invest in any vehicle sponsored, managed, or advised by XEOS must be made solely on the basis of, and subject to the disclosures, risk factors, and terms set forth in, such Offering Documents.
In the event of any conflict or inconsistency between the contents of the Site and the Offering Documents, the Offering Documents shall in all respects govern and control. Prospective investors are urged to consult with their own legal, tax, investment, and other professional advisors before making any investment decision.
3. RESTRICTED INVESTOR ELIGIBILITY
Interests in funds, separately managed accounts, co-investment vehicles, and other private investment programs sponsored or advised by XEOS (collectively, the "Funds") have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), the securities laws of any state of the United States, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to, or for the account or benefit of, any "U.S. Person" (as defined in Regulation S under the Securities Act) absent registration or an available exemption from the registration requirements of the Securities Act and applicable state securities laws.
The Funds are offered, where lawful, only to persons who qualify as (i) "accredited investors" as that term is defined in Rule 501(a) of Regulation D under the Securities Act, (ii) "qualified purchasers" as that term is defined in Section 2(a)(51) of the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and/or (iii) comparable categories of institutional, sophisticated, or professional investors as permitted under the laws of the relevant jurisdiction (including, without limitation, "professional clients" under applicable European Union or United Kingdom law). Certain offshore vehicles are structured as exempted companies or exempted limited partnerships organized under the laws of the Cayman Islands and are offered in accordance with applicable Cayman Islands law, including the Mutual Funds Act and the Private Funds Act, each as amended.
THE FUNDS ARE NOT REGISTERED AS INVESTMENT COMPANIES UNDER THE INVESTMENT COMPANY ACT IN RELIANCE UPON ONE OR MORE EXCLUSIONS AVAILABLE THEREUNDER, INCLUDING, WHERE APPLICABLE, SECTIONS 3(C)(1) AND 3(C)(7) THEREOF. NO GOVERNMENTAL AGENCY OR REGULATORY AUTHORITY HAS PASSED UPON THE MERITS OF ANY INVESTMENT IN THE FUNDS OR THE ADEQUACY OF ANY INFORMATION CONTAINED ON THIS SITE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
4. FORWARD-LOOKING STATEMENTS
Certain statements contained on the Site, including statements regarding XEOS's strategy, investment themes, portfolio objectives, target markets, anticipated transactions, pipeline activities, and market outlook, constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and similar provisions of applicable securities legislation. Such forward-looking statements may be identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "project," "seek," "should," "target," "will," or "would," or the negative thereof, or comparable terminology.
Forward-looking statements are inherently subject to a number of known and unknown risks, uncertainties, contingencies, and assumptions, many of which are beyond the control of XEOS, and actual results, performance, or achievements may differ materially and adversely from those expressed or implied by such statements. Factors that could cause actual results to differ materially include, without limitation, fluctuations in energy commodity prices, changes in capital markets conditions, regulatory or legislative developments, geopolitical events, counterparty creditworthiness, operational and environmental risks, and the availability and cost of leverage. XEOS undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.
5. PAST PERFORMANCE; NO GUARANTEE OF FUTURE RESULTS
Any references on the Site to historical investment performance, portfolio activity, case studies, transaction précis, or representative investments are provided for illustrative purposes only and are not, and should not be construed as, a representation, warranty, prediction, or guarantee of future results. Past performance is not indicative of, and does not guarantee, future performance. Investments in private funds, energy assets, and related securities involve a high degree of risk, including the potential risk of loss of the entire invested amount, and are suitable only for sophisticated investors who are able to bear the economic consequences of such loss.
Return figures, target returns, internal rates of return, multiples of invested capital, and similar metrics, where presented, are subject to material assumptions, limitations, and qualifications that are more fully described in the applicable Offering Documents. No representation is made that any investor will, or is likely to, achieve profits or losses comparable to any historical results.
6. INFORMATION; "AS IS" BASIS; NO WARRANTIES
The information contained on the Site is provided on an "as is" and "as available" basis for general informational purposes only. While XEOS endeavors to ensure that the information presented on the Site is accurate and current as of the date indicated, XEOS makes no representation, warranty, or covenant, express or implied, as to the accuracy, completeness, reliability, timeliness, suitability, or fitness for any particular purpose of any information contained on or accessible through the Site, and expressly disclaims any and all such representations, warranties, and covenants to the maximum extent permitted by applicable law.
XEOS reserves the right, in its sole and absolute discretion and without prior notice, to modify, supplement, suspend, restrict access to, or remove any content or feature of the Site at any time.
7. THIRD-PARTY CONTENT AND HYPERLINKS
The Site may contain hyperlinks to, or references to, websites, resources, data, or content owned or operated by third parties. Such hyperlinks and references are provided solely as a convenience to visitors and do not imply any endorsement, sponsorship, affiliation, verification, or recommendation by XEOS of any such third party or its content, products, or services. XEOS has not reviewed and does not control the content of any third-party website and accepts no responsibility or liability whatsoever for such content or for any loss or damage arising from the access or use thereof. Visitors access third-party websites at their own risk and subject to the terms and conditions of those sites.
8. INTELLECTUAL PROPERTY RIGHTS
All content appearing on the Site, including without limitation text, graphics, logos, icons, images, audio-visual material, data compilations, software, source code, and the selection, arrangement, and presentation thereof (collectively, the "Content"), is the property of XEOS, its licensors, or its content providers, and is protected by United States and international copyright, trademark, service mark, trade dress, patent, trade secret, and other intellectual property and proprietary rights laws. The "XEOS" and "XEOS Energy Partners" names, the XEOS logomark, and any related product and service names, designs, and slogans are trademarks or service marks of XEOS or its affiliates, and may not be used without the prior written consent of XEOS.
Subject to the terms of this Notice, XEOS grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and make personal, non-commercial use of the Site. Except as expressly authorized by XEOS in writing, you may not reproduce, republish, upload, post, transmit, distribute, modify, adapt, translate, create derivative works from, publicly display, publicly perform, sell, license, or otherwise exploit any portion of the Content. All rights not expressly granted herein are reserved.
9. CONFIDENTIALITY
Any non-public information made available to prospective investors or their advisors through password-protected areas of the Site, data rooms, or other restricted channels (the "Confidential Information") is confidential and proprietary to XEOS and is made available solely for the limited purpose of evaluating a potential investment in the Funds. Recipients shall not, without the prior written consent of XEOS, (i) reproduce, disseminate, or disclose any Confidential Information to any person other than those of their representatives with a demonstrable need to know such information for such permitted purpose and who have been informed of, and have agreed to comply with, the confidentiality obligations set forth herein, or (ii) use any Confidential Information for any purpose other than such evaluation.
10. PRIVACY, COOKIES, AND DATA PROTECTION
XEOS processes personal data collected through the Site in accordance with its Privacy Policy, which is incorporated herein by reference. Where applicable, such processing is undertaken in compliance with the EU General Data Protection Regulation (Regulation (EU) 2016/679), the United Kingdom Data Protection Act 2018 and UK GDPR, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively, the "CCPA/CPRA"), the Cayman Islands Data Protection Act, and other applicable data protection laws. Visitors are encouraged to review the Privacy Policy in detail to understand the manner in which their personal data is collected, used, retained, transferred, and safeguarded.
The Site may use cookies and similar tracking technologies. By continuing to use the Site, you consent to the use of such technologies in accordance with the Firm's Cookie Policy, subject to any cookie preferences you may elect through the Site interface.
11. REGULATORY STATUS AND JURISDICTION-SPECIFIC DISCLOSURES
XEOS and certain of its affiliates may be, or may become, registered or exempt from registration as investment advisers, commodity pool operators, commodity trading advisors, or in other regulatory capacities under the laws of one or more jurisdictions, including, without limitation, the United States, the Cayman Islands, the United Kingdom, the European Union, and other applicable jurisdictions. References on the Site to any such registration or exemption shall not be construed as an endorsement of XEOS or its affiliates by any governmental agency or regulatory authority, nor do they imply a level of skill or training.
(a) United States. The Firm conducts its activities in the United States in reliance upon available registrations and exemptions under the Securities Act, the Investment Company Act, and the Investment Advisers Act of 1940, as amended.
(b) European Economic Area. Interests in the Funds are not being marketed within the European Economic Area except where such marketing is conducted in compliance with the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) and applicable national implementing measures, including, where available, national private placement regimes.
(c) United Kingdom. This communication is directed only at persons who qualify as "investment professionals" within the meaning of Article 19 or as "high net worth companies, unincorporated associations, etc." within the meaning of Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or who are otherwise persons to whom this communication may lawfully be directed.
(d) Cayman Islands. The Site is not an offer or solicitation to the public in the Cayman Islands to subscribe for interests in the Funds.
(e) Other Jurisdictions. The Firm may rely upon additional exemptions, exclusions, or safe harbors under the laws of other jurisdictions, as more fully described in the applicable Offering Documents.
12. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XEOS, ITS AFFILIATES, AND THEIR RESPECTIVE PARTNERS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE "XEOS PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SITE AND ITS CONTENTS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, OR QUIET ENJOYMENT.
IN NO EVENT SHALL ANY OF THE XEOS PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS ATTRIBUTABLE TO INVESTMENT DECISIONS) ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE SITE OR ANY CONTENT CONTAINED HEREIN, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SUCH XEOS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS NOTICE IS INTENDED TO, AND SHALL NOT, EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless each of the XEOS Parties from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in any way connected with (i) your access to or use of the Site, (ii) your breach of this Notice or any representation, warranty, or agreement made by you hereunder, or (iii) your violation of any applicable law or the rights of any third party.
14. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL
This Notice and any dispute, claim, or controversy arising out of or relating to the Site or this Notice (whether in contract, tort, statute, or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. The state and federal courts located in Wilmington, Delaware shall have exclusive jurisdiction over any such dispute, claim, or controversy, and by accessing the Site you irrevocably submit to the personal jurisdiction of such courts and waive any objection to venue or inconvenient forum.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SITE OR THIS NOTICE.
15. MISCELLANEOUS
- Entire Agreement. This Notice, together with the Firm's Privacy Policy, Cookie Policy, and, where applicable, the Offering Documents, constitutes the entire agreement between you and XEOS with respect to your use of the Site, and supersedes all prior or contemporaneous communications and understandings, whether written or oral, relating to such subject matter.
- Severability. If any provision of this Notice is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, or, if modification is not possible, severed from this Notice, and the remaining provisions shall continue in full force and effect.
- No Waiver. No failure or delay by XEOS in exercising any right, power, or remedy under this Notice shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right, power, or remedy.
- Assignment. You may not assign or transfer any of your rights or obligations under this Notice without the prior written consent of XEOS. XEOS may assign this Notice at any time without notice to you.
- Amendments. XEOS reserves the right, at its sole discretion, to revise or update this Notice at any time by posting a revised version on the Site. Your continued access to or use of the Site following the posting of any revised Notice constitutes your acceptance of such revisions.
- Headings. Section headings are included for convenience of reference only and shall not affect the interpretation of this Notice.
- Language. This Notice has been prepared in the English language, which shall be the controlling language in all respects, notwithstanding any translation hereof that may be made into another language.
16. CONTACT AND INQUIRIES
All inquiries, notices, and other communications relating to this Legal Notice, the content of the Site, or the Firm's regulatory disclosures should be directed to the Office of the General Counsel at the address set forth below. Media, investor relations, and general business inquiries should be directed to the corresponding mailbox identified on the "Contact" page of the Site.
XEOS Energy Partners
Attention: Office of the General Counsel
1910 Pacific Avenue
Dallas, Texas, United States
legal@xeospartners.com