Subject: FW: Board of Managers Meeting
From: "Devon Archer" <[email-masked]>
To: "Hunter Biden" <[email-masked]>
Date: Wed, 4 May 2011 11:39:19 -0400

FYI…I should have marketing agreements updated after this meeting next week and ready to be executed.  Just an FYI.

From: Toby Luther <[email-masked]<mailto:[email-masked]>>
Date: Wed, 4 May 2011 11:29:29 -0400
To: Devon Archer <[email-masked]<mailto:[email-masked]>>
Subject: Board of Managers Meeting

DEVON, PLEASE READ BEFORE I SEND OUT TO THE GROUP

Gentlemen:

For Board of Managers meeting I believe it is important that you guys have an agenda for the meeting and ideally the information for these meetings would go out one week in advance of the meeting for board member review to facilitate educated discussion.   At this point the agenda topics I have are as follows:

·        Q1 financial performance and 2011 projection

o   Any areas of concern or risks to projection

·        Update on debt refinancing.  Progress for 2011 renewals, paydowns and any issues or areas of risk for 2011.

·        Processes review & approval

o   Acquisitions

o   Dispositions

o   Property give backs

o   New Debt

o   Use of Corporate Debt

o   Deal Structure

o   LR commitment

o   Debt Refinancing (reporting & communication only)

·        Acquisitions & Pipeline update

o   Include capital raise for Dallas & Atlanta

·        Dispositions Update

·        Phase II

o   Plan

o   Team

o   Status

o   Compensation

·        Employee Compensation

There is quite a bit to go through.  I know that Dan wants to approve the employee compensation component of the marketing team compensation but we have not even executed the marketing team agreements and there needs to be substantive discussion on the allocations and how the employee compensation is paid out.  My gut says we have the discussion on the employee compensation and set up a call for the next month to finalize.  I am concerned that discussion will take up too much time in the meeting and may not be one we want to have with this many people in the room.  I (and Lone Rock) am supportive of the incentive compensation but the focus to date has still been on cleaning up and trying to get the marketing team’s piece done.  I saw that the invite for the meeting was just for 2 hours.  That is another concern as it is our first official meeting and several of my board members are likely to sit in on the meeting.  Ultimately management should set meeting times so it is in your hands, but I would advise a larger carve out.

Additionally, the initial request was for an AM meeting as Michael had to leave that night.  Now we are pushing to an evening and that may not work for David.  I am confirming his travel plans and will get back to you.

I am available this afternoon to discuss any or all of the above.

Toby A. Luther
President/CEO
Lone Rock Resources
541.673.0141, ext. 402
[email-masked]<mailto:[email-masked]>

Assistant:  Jonda Lorenson
Tel: 541.673.0141, ext. 320