Common use of Members’ Representative Clause in Contracts

Members’ Representative. 2.14.1 Each Member hereby irrevocably appoints and authorizes L. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇, acting jointly, to act as its representatives (the "Members' Representative"). So long as two individuals serve jointly as the Members' Representative, any action approved by both individuals shall be the action of the Members' Representative. In the event of the death, incapacity or refusal to serve (i) of either Messrs. Vickar or ▇▇▇▇▇, then the other shall be the sole Members' Representative or (ii) of both Messrs. Vickar and ▇▇▇▇▇, then a majority of the Members (based on their fully-diluted percentage interests, or rights to acquire such interests, in the Company immediately prior to the Closing) shall appoint a successor Members' Representative, which appointment shall be subject to the consent (not to be unreasonably withheld) of Allied Capital Corporation ("Allied"). The Members' Representative is hereby granted full authority, in its sole discretion, on behalf of all of the Members to (i) oversee the preparation and completion of all matters and execution of all documents for Closing and post-Closing as contemplated herein (including, without limitation, the Escrow Agreement), (ii) collect the Purchase Price (including funds released from the Escrow from time to time) and use such funds to (A) settle and pay the selling expenses of the Company, (B) pay any required tax make-up payment to Allied Capital Corporation, (C) fund the Incentive Bonus Plan, (D) pay any required taxes or tax withholding, and, thereafter, (E) distribute the net proceeds to the Members pro rata in accordance with the Allocation Schedule, provided that the ratable share of the Purchase Price payable to Allied after giving effect to the adjustments in clauses (A) through (D) above shall be paid directly to Allied, unless Allied consents otherwise in writing, (iii) negotiate, defend, pursue, settle and pay (from the Escrow only) any indemnification claims, and (iv) take any other action that may be necessary or desirable on behalf of the Members in connection with this Agreement, provided that such action affects the Members ratably, unless each Member affected by more than its ratable share consents otherwise in writing. By each Member's execution of this Agreement it shall irrevocably make, constitute and appoint the Members Representative as such Member's attorney-in-fact and authorizes and empowers the Members' Representative to act with the foregoing authority (provided that the Members' Representative is not authorized to execute any Noncompetition Agreement or employment agreement on behalf of any Member or otherwise bind or subject any Member to individual liability other than claims to be satisfied exclusively from the Escrow). Nothing set forth herein shall convey or be construed to authorize the Members' Representative to take any action on behalf of Allied in its capacity as a creditor of the Company or its affiliates.

Members’ Representative. 2.14.1 (a) Each Member, pursuant to and as set forth in the Transmittal Letters, appoints Catapult Energy Services Group, LLC as his, her or its exclusive representative, agent, proxy and attorney-in-fact for all purposes under this Agreement, including to represent such Member hereby irrevocably appoints and authorizes L. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇, acting jointly, in all matters related to act as its representatives (the "Members' Representative"). So long as two individuals serve jointly this Agreement as the Members' ’ Representative. The Members’ Representative will have full power and authority, any action approved by both individuals shall be the action on behalf of all of the Member, to take all actions required or desirable under this Agreement or the Escrow Agreement, and to take all other actions reasonably required to properly ​ 4855-0363-3265.v2 represent any or all of the Members under this Agreement or the Escrow Agreement, including to: (i) give and receive notices and communications; (ii) authorize delivery to Parent of cash from the Escrow Amount pursuant to the Escrow Agreement; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 1.10(c); (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by a Parent Indemnified Party pursuant to Article VIII; (v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VIII; (vi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Transaction Document (including the Escrow Agreement); (vii) make all elections or decisions contemplated by this Agreement and any Transaction Document (including the Escrow Agreement); (viii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Members' ’ Representative in complying with its duties and obligations; and (ix) take all actions necessary or appropriate in the good faith judgment of Member Representative for the accomplishment of the foregoing. With respect to all such matters, all of the Members will be bound by the actions taken by the Members’ Representative. The Members’ Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Members according to each Member’s Pro Rata Percentage (the “Majority Holders”). In the event of the death, incapacity incapacity, resignation or refusal to serve (i) removal of either Messrs. Vickar or ▇▇▇▇▇Members’ Representative, then the other a new Members’ Representative shall be appointed by the sole Members' Representative vote or (ii) of both Messrs. Vickar and ▇▇▇▇▇, then a majority written consent of the Members (based on their fully-diluted percentage interests, Majority Holders. Notice of such vote or rights to acquire a copy of the written consent appointing such interests, in the Company immediately prior to the Closing) shall appoint a successor new Members' Representative, which appointment ’ Representative shall be subject sent to the consent (not Parent, such appointment to be unreasonably withheld) of Allied Capital Corporation ("Allied"). The Members' Representative is hereby granted full authority, in its sole discretion, on behalf of all effective upon the later of the Members to date indicated in such consent or the date such notice is received by Parent. (ib) oversee All decisions and actions by the preparation and completion of all matters and execution of all documents for Closing and post-Closing as contemplated herein (including, without limitation, the Escrow Agreement), (ii) collect the Purchase Price (including funds released from the Escrow from time to time) and use such funds to (A) settle and pay the selling expenses of the Company, (B) pay any required tax make-up payment to Allied Capital Corporation, (C) fund the Incentive Bonus Plan, (D) pay any required taxes or tax withholding, and, thereafter, (E) distribute the net proceeds to the Members pro rata in accordance with the Allocation Schedule, provided that the ratable share of the Purchase Price payable to Allied after giving effect to the adjustments in clauses (A) through (D) above shall be paid directly to Allied, unless Allied consents otherwise in writing, (iii) negotiate, defend, pursue, settle and pay (from the Escrow only) any indemnification claims, and (iv) take any other action that may be necessary or desirable on behalf of the Members Members’ Representative in connection with this Agreement and the Transaction Documents will be final, binding and conclusive upon each of the Members, and no Member will have the right to object to, dissent from, ​ 4855-0363-3265.v2 protest or otherwise contest the same. The Members’ Representative will have no duties or obligations hereunder‎, including any fiduciary duties,‎ except those specifically set forth in this Agreement and such duties and obligations will be determined solely by the express provisions of this Agreement. (c) A decision, provided act, consent or instruction of the Members’ Representative shall constitute a decision for all of the Members, and shall be final, binding and conclusive upon each of the Members. Parent may rely upon any decision, act, consent or instruction of the Members’ Representative as being the decision, act, consent or instruction of each and all of the Members. Parent is hereby relieved from any liability to any Person for any acts done in accordance with such decision, act, consent or instruction of the Members’ Representative. (d) Each Member severally, for itself only and not jointly, agrees to indemnify and hold harmless the Members’ Representative and its Representatives against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by such Persons in connection with any action to which the Members’ Representative or such other Person is made a party by reason of the fact that such action affects it is or was acting as, or at the Members ratablydirection of, unless each Member affected by more than its ratable share consents otherwise in writing. By each Member's execution the Members’ Representative pursuant to the terms of this Agreement it shall irrevocably make, constitute and appoint the Members Representative as such Member's attorney-in-fact and authorizes and empowers any other Transaction Document Neither the Members' ’ Representative nor any of its representatives shall incur ‎any liability to act with any Member by virtue of the foregoing authority (provided that failure or refusal of such Persons for any ‎reason to consummate the Contemplated Transactions or relating to the performance of ‎their duties hereunder. The Members' ’ Representative is not authorized to execute any Noncompetition Agreement or employment agreement on behalf and its Representatives shall have no ‎liability in respect of any Member action brought against such Persons by any Member, ‎regardless of the legal theory under which such liability or otherwise bind obligation may be sought to ‎be imposed, whether sounding in contract or subject any Member to individual liability other than claims to be satisfied exclusively from the Escrow). Nothing set forth herein shall convey tort, or be construed to authorize the Members' Representative to take whether at law or in equity, or ‎otherwise, if such Persons took or omitted taking any action on behalf of Allied in its capacity as a creditor of the Company or its affiliates.good faith. ​ ​ 4855-0363-3265.v2