Eagle Natural Resources, LLC

5445 Legacy Drive, Suite 440
Plano, TX 75024

INITIAL APPROVAL OF VENTURE ACTIVITIES

As you know from reading the Confidential Information Memorandum (the “Memorandum”) for the SAPPHIRE JOINT VENTURE (the “Venture”), the Venture was formed for the purpose of acquiring an interest in fifteen oil and gas wells located in Weld County, Colorado (the Prospect Wells”) and to participate in the drilling and completion thereof. To achieve this purpose, the Venture offered up to 25 units of Venture interests (the “Units”) at a price of $100,000 per Unit.

Proposal 1

Approval of Managing Venturer

As described in the Memorandum and the Joint Venture Agreement of the Venture (the “Venture Agreement”), Eagle Natural Resources, LLC (“ENR”) is named as the initial Managing Venturer to carry out the day-to-day business of the Venture. This proposal (“Proposal 1”) is to affirm ENR as the Managing Venturer of the Venture.

Vote Required:

A vote of the Venturers owning a simple majority of the Units shall pass and approve Proposal 1. If a majority in interest of the Venturers vote against Proposal 1, then the Venture will undertake to elect a new Managing Venturer pursuant to Section 5.7 of the Venture Agreement. ENR would continue to serve as Managing Venturer until such election. In the event Proposal 1 passes, any Venturer voting against Proposal 1 would not suffer any adverse impact on its interest in the Venture or face any action from the Venture.

Approval of Operators

As described in the Memorandum and the Venture Agreement, Bayswater Exploration & Production LLC is to be named as the Operator of the Prospect Wells for the Venture. This proposal (“Proposal 2”) is to affirm designation of Bayswater Exploration & Production LLC as the Operator of the Prospect Wells for the Venture.

Vote Required:

A vote of the Venturers owning a simple majority of the Units shall pass and approve Proposal 2. If a majority in interest of the Venturers vote against Proposal 2, then the Venture will undertake to elect a new Operator for the Prospect Wells. Bayswater Exploration & Production LLC would continue to serve as Operator until such election. In the event Proposal 2 passes, any Venturer voting against Proposal 2would not suffer any adverse impact on its interest in the Venture or face any action from the Venture.

Approval of the Prospect Wells

As described in the Memorandum, the Venture intends to acquire up to approximately 1.1170% working interest in the Prospect Wells, subject to increase or decrease as described in the Memorandum and in the Venture Agreement, and to participate in the drilling and completion thereof. This proposal (“Proposal 3”) is to affirm the Venture’s selection of and acquisition of working interest in the Prospect Wells.

Vote Required:

A vote of the Venturers owning a simple majority of the Units shall pass and approve Proposal 3. If a majority in interest of the Venturers vote against Proposal 3, then the Venture will undertake to select new wells in which to acquire interests. Proposal 3 must be approved by a majority in interest of the Venturers in order for Proposal 4 (below) to be approved. If you choose to vote against Proposal 3, you may not vote in favor of Proposal 4, as the actions of the Venture in those Proposals are dependent upon the approval of the selection of the Prospect Well. In the event Proposal 3 passes, any Venturer voting against Proposal 3 would not suffer any adverse impact on its interest in the Venture or face any action from the Venture.

Approval of Venture Participation

As described in the Memorandum and the Joint Venture Agreement, the Venture intends to participate in the drilling and completion of the Prospect Wells and if successful, the production of hydrocarbons therefrom and the operating of the Prospect Wells. This proposal (“Proposal 4”) is to approve the Venture’s participation in the drilling and completion of the Prospect Wells.

Vote Required:

A vote of the Venturers owning a simple majority of the Units shall pass and approve Proposal 4, provided that Proposal 3 has also been approved. If a majority in interest of the Venturers vote against Proposal 4, then the Venture will not begin operations on the Prospect Wells. If the Venture does not begin its operations on the Prospect Wells in a timely fashion, the Venture could lose its interest in the Prospect Wells. In the event Proposal 4 passes, any Venturer voting against Proposal 4 would not suffer any adverse impact on its interest in the Venture or face any action from the Venture.

  • Proposal 1

    Approval of Managing Venturer

  • Proposal 2

    Approval of Operators

  • Proposal 3

    Approval of the Prospect Wells

  • Proposal 4

    Approval of Venture Participation

BALLOT

ACKNOWLEDGEMENT AND VOTE OF PARTICIPATION SAPPHIRE JOINT VENTURE

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PROPOSAL 1:

That Eagle Natural Resources, LLC serve as the Managing Venturer of the Venture, as more fully described in the notice to which this ballot is attached.

THE MANAGING VENTURER RECOMMENDS A VOTE FOR THIS PROPOSAL.

PROPOSAL 2:

That Bayswater Exploration & Production LLC be appointed to serve as the Operator of the Prospect Wells for the Venture, as more fully described in the notice to which this ballot is attached.

THE MANAGING VENTURER RECOMMENDS A VOTE FOR THIS PROPOSAL.

PROPOSAL 3:

That the Venture acquire approximately 1.1170% working interest in the Prospect Wells, as more fully described in the Memorandum and the notice to which this ballot is attached.

THE MANAGING VENTURER RECOMMENDS A VOTE FOR THIS PROPOSAL. Please note that if you vote against Proposal 3, you may not vote for Proposal 4.

PROPOSAL 4:

That the Venture participate in the drilling and, upon the recommendation of the Operator, completion of the Prospect Wells, as more fully described in the Memorandum and the notice to which this ballot is attached.

THE MANAGING VENTURER RECOMMENDS A VOTE FOR THIS PROPOSAL. Please note that if you voted against Proposal 3, you may not vote for Proposal 4.
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I attest that I am either the signatory or possess legal authority via power of attorney, and acknowledge potential legal penalties for misrepresentation.*