THIS OFFER WILL OFFICIALLY COMMENCE ON APRIL 15, 2016

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1 OFFER TO PURCHASE FOR CASH BY CONESTOGA ENERGY HOLDINGS, LLC UP TO $14,500,000 IN AGGREGATE PURCHASE PRICE OF ITS MEMBERSHIP UNITS AT A PURCHASE PRICE OF $2,600 PER UNIT THIS OFFER WILL OFFICIALLY COMMENCE ON APRIL 15, 2016 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., CENTRAL STANDARD TIME, ON TUESDAY, MAY 31, 2016, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE EXPIRATION TIME ). Conestoga Energy Holdings, LLC, a Kansas limited liability company ( Conestoga or the Company ) invites its Members/Unitholders to tender the membership units held by them (the Units ), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the Offer ). We are offering to purchase Units having an aggregate purchase price of up to $14,500,000. Promptly after the Expiration Time (described below), assuming the conditions of the Offer have been satisfied or waived, we will pay a single price per Unit (the Purchase Price ) for each Unit purchased. The Purchase Price will be $2,600 per Unit for Units validly tendered in the Offer and not validly withdrawn, to an aggregate purchase price of $14,500,000. Only Units validly tendered and not validly withdrawn will be eligible for purchase in the Offer. If Units having an aggregate purchase price of less than $14,500,000 are validly tendered and not validly withdrawn, we will buy all Units validly tendered and not validly withdrawn, subject to the satisfaction or waiver of the conditions of the Offer. The Offer is being made on a first-come, first-served basis, and the Company will pay for Units as tenders are accepted. We will not accept Units subject to conditional tenders, such as acceptance of all or none of the Units tendered by any tendering Unitholder. In the event that Units are validly tendered having an aggregate purchase price of more than $14,500,000, we may exercise our right to purchase up to an additional 2% of our outstanding Units without extending the Expiration Time. At the aggregate purchase price of $14,500,000, we would purchase 5,576 Units if the Offer is fully subscribed, which would represent approximately 10% of the issued and outstanding Units as of April 15, The Offer is not conditioned upon the receipt of financing or any minimum number of Units being tendered. The Offer is, however, subject to a number of other conditions. If you have questions or need assistance, you should contact the Company at the address and telephone number set forth on the back cover of this Offer to Purchase. If you require additional copies of this Offer to Purchase, the Letter of Transmittal, or other Offer materials, you should contact the Company. ~ 1 ~

2 IMPORTANT OUR BOARD OF MANAGERS (THE BOARD ) HAS AUTHORIZED US TO MAKE THE OFFER. HOWEVER, NONE OF THE COMPANY, OUR BOARD, OR ANY OF THEIR AFFILIATES, MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR UNITS. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR UNITS PURSUANT TO THE OFFER. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE, INCLUDING THE PURPOSE AND EFFECTS OF THE OFFER. YOU SHOULD DISCUSS WHETHER TO TENDER YOUR UNITS WITH YOUR FINANCIAL OR TAX ADVISOR. If you wish to tender all or any portion of your Units, you must do so before the Expiration Time. A traditional mailing of this Offer to Purchase and the related Letter of Transmittal commences April 11; however, this Offer will officially commence on April 15, 2016, at which time the Offer will be communicated via . The Offer is being made on a first-come, first-served basis, and the Company will pay for Units as tenders are accepted. Accordingly, if you wish to maximize the likelihood that your Units will be purchased by us, you should validly tender your Units as soon as practicable. The Tendering Agent will accept a phone call, telecopy, or from any Member wishing to tender Units, and the date and time of that communication will be noted for purposes of determining the date and time of tender. If you wish to tender your Units via phone call, telecopy, or , you must still complete and sign a Letter of Transmittal, and deliver it to the Tendering Agent on a timely basis, to formalize your tender. WE ARE NOT AWARE OF ANY JURISDICTION WHERE THE MAKING OF THE OFFER IS NOT IN COMPLIANCE WITH APPLICABLE LAW. IF WE BECOME AWARE OF ANY JURISDICTION WITHIN THE UNITED STATES WHERE THE MAKING OF THE OFFER OR THE ACCEPTANCE OF UNITS PURSUANT TO THE OFFER IS NOT IN COMPLIANCE WITH ANY VALID APPLICABLE LAW, WE WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH THE APPLICABLE LAW. IF, AFTER A GOOD FAITH EFFORT, WE CANNOT COMPLY WITH THE APPLICABLE LAW, THE OFFER WILL NOT BE MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, THE HOLDERS OF UNITS RESIDING IN THAT JURISDICTION WITHIN THE UNITED STATES. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR UNITS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE, IN THE RELATED LETTER OF TRANSMITTAL OR IN THE OTHER OFFER MATERIALS. OUR DELIVERY OF THIS OFFER TO PURCHASE SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE IS CORRECT AS OF ANY TIME OTHER THAN THE DATE OF THIS OFFER TO PURCHASE OR THAT THERE HAVE BEEN NO CHANGES IN THE INFORMATION INCLUDED OR INCORPORATED BY REFERENCE HEREIN OR IN THE AFFAIRS OF CONESTOGA OR ANY OF ITS SUBSIDIARIES OR AFFILIATES SINCE THE DATE HEREOF. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION AS HAVING BEEN AUTHORIZED BY US. ~ 2 ~

3 SUMMARY Who is offering to purchase Units? The issuer of the Units, Conestoga Energy Holdings, LLC, is offering to purchase your Units. How many Units is Conestoga offering to purchase? Upon the terms and subject to the conditions of the Offer, we are offering to purchase, at the Purchase Price, Units validly tendered in the Offer and not validly withdrawn, up to a maximum aggregate purchase price of $14,500,000. At the aggregate purchase price of $14,500,000, we would purchase approximately 5,576 Units if the Offer is fully subscribed, which would represent approximately 10% of the issued and outstanding Units as of April 15, In addition, in the event that Units are validly tendered (and not validly withdrawn) having an aggregate purchase price of more than $14,500,000, we may exercise our right to purchase up to an additional 2% of our outstanding Units without extending the Expiration Time. We also expressly reserve the right, in our sole discretion, to amend the Offer to purchase additional Units. The Offer is not conditioned on receipt of financing or any minimum number of Units being tendered by Members, but is subject to certain other conditions. What will be the form of payment? If your Units are purchased in the Offer, you will receive the Purchase Price for each of the Units you tender pursuant to the Offer, in cash. Under no circumstances will we pay interest on the Purchase Price, by reason of any delay in making payment. How will Conestoga pay for the Units? The maximum aggregate purchase price for the Units purchased in the Offer will be $14,500,000. We intend to fund the purchase of Units in the Offer using our existing cash and cash equivalents. What is the purpose of the Offer? On February 29, 2016, our Board authorized a new program to repurchase up to $14,500,000 of Units (subject to increase as described below). This Offer is the key component of that program. We believe that we can generate greater long-term value for Members by investing our cash flow from operations in business opportunities, including acquisitions, that are accretive to earnings and cash flow on a per Unit basis, and returning cash to our Members through Unit repurchases rather than periodic dividends. We also expect that the Offer, if completed, will be accretive to currently projected earnings per Unit, although there can be no assurance of this. The repurchase of Units pursuant to the Offer demonstrate our commitment to Unitholder value creation. In determining to authorize the Unit repurchase program and the Offer, our Board considered a broad range of factors, including the aggregate fair market value of our assets and the total amount of our liabilities (including contingent liabilities), the amount of excess capital we have available to return to Members, market conditions, our financial condition, operations, liquidity and capital needs, strategy and expectations for the future, alternative methods of utilizing our excess capital and the potential attractiveness of the Offer to our Members. Our Board also considered risks and uncertainties, including the potential for negative developments relating to our business. Based on this review, our Board determined that the Offer is a prudent use of our financial resources and represents an efficient mechanism to provide our Members with the opportunity to tender all or a portion of their Units and thereby receive a return of some or all of their investment if they so elect. In particular, our Board believes the tender offer set forth in this Offer to Purchase provides Members with an opportunity to obtain liquidity with ~ 3 ~

4 respect to all or a portion of their Units without any transaction costs to Members, and is consistent with our goal of Unitholder value creation. The Board has engaged ValueScope, Inc., a firm with specialized business valuation expertise, to do extensive work with respect to this Offer. Based on the work by ValueScope, an initial 2005 Member having a taxable basis of $1,906 per Unit 1 will realize the following estimated returns: Annual Return on Investment ( ) 2 CEH XLE Energy SPDR 3 Post-Tax Returns with Kansas State Income Tax % 2.80% Post-Tax Returns with no Kansas State Income Tax % 2.96% Pre-Tax Returns % 3.67% 1. Adjusted taxable basis per Unit is equal to the original per Unit investment amount plus taxable income per unit less distributions per Unit. This is only an estimate and each Member is responsible for his, her, or its own personal tax calculations. The actual taxable basis per Unit will vary from Member to Member depending on when the Member s Units were acquired and the price at which they were acquired. 2. The estimated returns are for a hypothetical Unitholder. The returns (both pre- and post-tax) for each individual Member will vary based on the unique circumstances of the Member. 3. The Energy Select Sector SPDR Fund is constructed to track the price and yield of the Energy Select Sector Index, which contains the energy constituents of the S&P 500. For more information, please visit 4. Assumes Member is in the highest marginal tax bracket, each year from 2006 through Assumes Member is not a Kansas resident and accordingly does not receive any benefit from state tax credits awarded. 6. Does not account for the impact of federal and state taxes, or any federal or state tax credits. The Company is also providing to each Member a personalized statement, quantifying the number of Units held. Members who choose not to tender their Units will own a greater percentage ownership of our outstanding Units following the consummation of the Offer. In addition, Members who retain an equity interest in the Company as a result of a partial tender of Units also may own a greater percentage ownership of our outstanding Units following the consummation of the Offer. We believe that we will have adequate cash generating capacity, and we expect that our current cash balances, anticipated cash flows from operations, borrowing capacity and incremental debt issuances, if any, will exceed our capital requirements for normal operations, capital expenditures, debt maintenance and acquisitions and other opportunities for growth that may arise. Does the Company have any other plans that may affect the value of my Units? We currently have no plans, proposals or negotiations underway that relate to or would result in: any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries; any purchase, sale or transfer of a material amount of our assets or any assets of our subsidiaries; any change in our present Board or management, including any plans or proposals to change the number or the term of directors (although we may fill vacancies arising on our Board); any material change in our present dividend policy; any material change in our corporate structure or business; ~ 4 ~

5 the acquisition or disposition by any person of our securities, other than pursuant to our Unit repurchase program as described above; or any changes in our governing instruments or other actions that could impede the acquisition of control of the Company. The Board has discussed in general terms, an acquisition of the portion of Diamond Ethanol that Conestoga does not currently own. However, there are no firm plans or arrangements for such an acquisition, nor has a timetable been set for consideration of such an acquisition. One effect of such an acquisition may be greater per Unit distributions to Unit holders. We regularly consider alternatives to enhance Unitholder value, including repurchases of Units through open market purchases, private transactions, exchange offers, tender offers or other means, strategic acquisitions, divestitures and business combinations, and we intend to continue to consider alternatives to enhance Unitholder value. As of the date hereof, no agreements, understandings or decisions have been reached with respect to, and there can be no assurance that we will decide to undertake, any such alternatives; however, we reserve the right to change our plans and intentions at any time, as we deem appropriate. Members tendering Units in the Offer may run the risk of foregoing the benefit of any appreciation in the market price of the Units resulting from us deciding to undertake any such alternatives. How long do I have to tender my Units? Units may be tendered to the Tendering Agent, American Escrow Company, at any time until the Expiration Time. The Offer will remain open for a period of 45 calendar days, and will expire at 5:00 P.M., Central Standard Time, on Tuesday, May 31, 2016, unless we extend the Offer. A traditional mailing of this Offer to Purchase and the related Letter of Transmittal commences April 11; however, this Offer will officially commence on April 15, 2016, at which time the Offer will be communicated via . The Offer is being made on a first-come, first-served basis, and the Company will pay for Units as tenders are accepted. Accordingly, if you wish to maximize the likelihood that your Units will be purchased by us, you should validly tender your Units as soon as practicable. Can the Offer be extended, and if so, under what circumstances? Yes. We can extend the Offer in our sole discretion at any time. We cannot assure you, however, that we will extend the Offer or, if we extend it, for how long. If we extend the Offer, and any Units that have been previously tendered but not yet accepted and paid for may be withdrawn up until the Expiration Time, as so extended. How will I be notified if the Offer is extended? If the Offer is extended, we will make a public announcement of the extension and the new Expiration Time no later than 9:00 A.M., Central Standard Time, on the first business day after the previously scheduled Expiration Time. We will announce any amendment to the Offer by communications to Members. If we extend the Offer, you may withdraw your Units until the Expiration Time, as extended. Are there any conditions to the Offer? Yes. Our obligation to accept for payment and pay for tendered Units depends upon certain conditions that must be satisfied in our reasonable judgment or waived by us, on or prior to the Expiration Time: No action, suit or proceeding shall have been instituted, threatened, pending or taken that, in our reasonable judgment, prohibits or otherwise affects the making of the Offer or could be expected to materially and adversely affect our or our subsidiaries business, properties, assets, liabilities, capitalization, Members equity, condition (financial or otherwise), operations, results of operations or prospects or otherwise ~ 5 ~

6 materially impair in any way the contemplated future conduct of the business of us or any of our subsidiaries; No change in the general political, market, economic or financial conditions, domestically or internationally, that could, in our reasonable judgment, be expected to materially and adversely affect our or our subsidiaries business, properties, assets, liabilities, capitalization, Members equity, condition (financial or otherwise), operations, results of operations or prospects, or that otherwise materially impairs the contemplated future conduct of our or our subsidiaries business, shall have occurred; No commencement or material escalation of war, armed hostilities or other international or national calamity, in our reasonable judgment, shall have occurred directly or indirectly involving the United States, on or after April 15, 2016; No legislation amending the Internal Revenue Code of 1986 shall have passed either the U.S. House of Representatives or the Senate or otherwise shall be pending before the U.S. House of Representatives or the Senate or any committee thereof, the effect of which would be to change the U.S. federal income tax consequences of the consummation of the Offer in any manner that, in our reasonable judgment, could adversely affect us or any of our subsidiaries business, properties, assets, liabilities, capitalization, Members equity, condition (financial or otherwise), operations, results of operations or prospects, or otherwise materially impairs the contemplated future conduct of our or our subsidiaries business; No change or changes shall have occurred or are threatened in our or our subsidiaries business, properties, assets, liabilities, capitalization, Members equity, condition (financial or otherwise), operations, results of operations or prospects that, in our reasonable judgment, has or could be expected to have a material adverse effect on us or our subsidiaries, or on the benefits we expect to receive from the Offer; and No statute, rule, regulation, judgment, decree, injunction or order (preliminary, permanent or otherwise) shall have been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries by any court, government or governmental agency or other regulatory or administrative authority, which, among other things, in our reasonable judgment, could be expected to prohibit, restrict or delay consummation of the Offer; and How will the Offer affect the number of Units outstanding and the number of record holders of Conestoga? As of April 15, 2016, we had 55, issued and outstanding Units. At the Purchase Price of $2,600 per Unit, we would purchase approximately 5,576 Units if the Offer is fully subscribed, which would represent approximately 10% of our issued and outstanding Units as of April 15, If the Offer is fully subscribed, we will have approximately 50,248 Units outstanding following the purchase of Units tendered in the Offer. The actual number of Units issued and outstanding at such time will depend on the number of Units tendered and purchased in the Offer. How do I tender my Units? The Offer is being made on a first-come, first-served basis. You may tender your Membership Units by contacting the Tendering Agent by mail, by phone, by telecopy, or by , in each instance at the locations specified in the Letter of Transmittal. Each tender of Membership Units must be accompanied by, or later supplemented by the Letter of Transmittal, in order for the Tendering Agent to complete the processing of your tender. If you decide to tender your Units, you must complete and sign a Letter of Transmittal according to its instructions and deliver it to the Tendering Agent before 5:00 P.M., Central Standard Time, on Tuesday, May 31, 2016, or such later time and date to which we may extend the Offer. Note: it is not necessary for you to tender the physical certificates for your Units. The completed and signed Letter of Transmittal is sufficient for a valid tender of your Units. The Tendering Agent is American Escrow Company, whose offices are located at 2626 Howell Street, 10th Floor, Dallas, Texas ~ 6 ~

7 We are not making the Offer to, and will not accept any tendered Units from, Members in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to Members in any such jurisdiction. You may contact the Company for assistance. The contact information for the Company is on the back cover page of this Offer to Purchase. May I tender only a portion of the Units that I hold? Yes. You do not have to tender all of the Units that you own, in order to participate in the Offer. How do I withdraw Units previously tendered? You may withdraw Units previously tendered, unless those Units have been accepted and the Tendering Agent has transmitted to you the payment for those Units accepted for payment. In order to validly withdraw your Units, you must deliver written notice of your withdrawal (in no particular form) to the Tendering Agent at the applicable address appearing on the back cover page of this Offer to Purchase at any time before 5:00 P.M., Central Standard Time, on Tuesday, May 31, 2016, or at such later time and date to which we may extend the Offer. Your written notice of withdrawal must specify (i) your name, (ii) the number of Units to be withdrawn, and (iii) the name of the registered holder of such Units. If you have used more than one Letter of Transmittal or have otherwise tendered Units in more than one group of Units, you may withdraw Units using either separate notices of withdrawal or a combined notice of withdrawal, so long as the required information is included. In what order will tendered Units be purchased? The Offer is being made on a first-come, first-served basis, and the Company will pay for Units as tenders are accepted. Accordingly, if you wish to maximize the likelihood that your Units will be purchased by us, you should validly tender your Units as soon as practicable. Has Conestoga or its Board adopted a position on the Offer? Our Board has authorized us to make the Offer. However, neither the Company nor our Board makes any recommendation to you as to whether you should tender or refrain from tendering your Units. You must make your own decision as to whether to tender your Units pursuant to the Offer. In doing so, you should read carefully the information in this Offer to Purchase, including the purpose and effects of the Offer. You should discuss whether to tender your Units with your broker and/or financial or tax advisor. Does Conestoga intend to repurchase any Units other than pursuant to the Offer during or after the Offer? The Company has no plans or arrangements to repurchase any Units beyond what is provided in this Offer. What will happen if I do not tender my Units? Members who choose not to tender their Units will own a greater percentage ownership of our outstanding Units following the consummation of the Offer. In addition, Members who retain an equity interest in the Company as a result of a partial tender of Units also may own a greater percentage ownership of our outstanding Units following the consummation of the Offer. When and how will Conestoga pay for the Units I tender that are accepted for purchase? We will pay the Purchase Price, to each seller in cash, and without interest, for the Units we purchase promptly after the Expiration Time. We will pay for the Units accepted for purchase by depositing the aggregate purchase price with the Tendering Agent promptly after the Expiration Time. The Tendering Agent will act as your agent and will transmit to you the payment for all of your Units accepted for payment. ~ 7 ~

8 What is the accounting treatment of the Offer and what will be done with the Units Purchased? The accounting for the purchase of Units pursuant to the Offer will result in a reduction of our Members equity in an amount equal to the aggregate purchase price of the Units we purchase and a reduction in cash and cash equivalents in a corresponding amount. Units we acquire pursuant to the Offer will be retired. What are the U.S. federal income tax consequences if I tender my Units? Generally, if you are a U.S. Holder, your receipt of cash from us in exchange for the Units you tender will be a taxable transaction for U.S. federal income tax purposes. The cash you receive for your tendered Units generally will be treated for U.S. federal income tax purposes either as consideration received in respect of a sale or exchange of the Units purchased by us or as a distribution from us in respect of Units. All Members are urged to consult their tax advisors regarding the U.S. federal income tax consequences of participating in the Offer. Who do I contact if I have questions about the Offer? For additional information or assistance, you may contact the Company at the address and telephone number set forth on the back cover of this Offer to Purchase. You may request additional copies of the Offer to Purchase, the Letter of Transmittal, or other Offer materials from the Company. *** ~ 8 ~

9 Tendering Agent American Escrow Company Attn: Ms. Carla Janousek, Senior VP 2626 Howell Street, 10th Floor Dallas, Texas Phone: Telecopy: Ø For delivery of Letter of Transmittal Ø For tenders of Units Ø For delivery of notices of withdrawal For Information or Assistance Conestoga Energy Holdings, LLC Attn: Mr. Tom Willis, CEO Office: Mobile: ~ 9 ~