Common use of Members’ Representative Clause in Contracts

Members’ Representative. By executing this Agreement, each of the ---------------------- Members (notwithstanding any Member's current or future mental or physical disability or incompetency) hereby irrevocably constitutes and appoints D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and his successors, acting as hereinafter provided, as his attorney-in-fact and agent in his name, place and ▇▇▇▇▇ in connection with the transactions and agreements contemplated by this Agreement with respect to matters subsequent to the Closing Date (the "Members' Representative"), and acknowledges that such appointment is coupled with an interest. By executing this Agreement under the heading "Members' Representative," D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby (i) accepts his appointment and authorization to act as Members' Representative as attorney-in-fact and agent on behalf of the Members in accordance with the terms of this Agreement, and (ii) agrees to perform his obligations under, and otherwise comply with, this Section 12.10. ------------- (a) Each Member by this Agreement fully and completely, with respect to matters subsequent to the Closing Date, hereby: (a) authorizes the Members' Representative (i) to dispute or to refrain from disputing any claim made by Purchaser under this Agreement or the other Purchase Agreements, (ii) to negotiate and compromise any dispute which may arise under, and to exercise or refrain from exercising remedies available under this Agreement or the other Purchase Agreements and to sign any release or other document with respect to such dispute or remedy, and (iii) to give such instructions and to do such other things and refrain from doing such other things as the Members' Representative shall deem necessary or appropriate to carry out the provisions of this Agreement or the other Purchase Agreements; and (b) agrees to be bound by all agreements and determinations made by and documents executed and delivered by the Members' Representative under this Agreement or the other Purchase Agreements. (b) Each of the Members hereby expressly acknowledges and agrees that the Members' Representative is authorized to act on his behalf, notwithstanding any dispute or disagreement between the Members, and that Purchaser and any other person or entity shall be entitled to rely on any and all actions taken by the Members' Representative under this Agreement or the other Purchase Agreements without any liability to, or obligation to inquire of, any of the Members. Purchaser and any other person or entity is hereby expressly authorized to rely on the genuineness of the signatures of both members of the Members' Representative, and upon receipt of any writing which reasonably appears to have been signed by Members' Representative, Purchaser and any other person or entity may act upon the same without any further duty of inquiry as to the genuineness of the writing. (c) If D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ceases to function in his capacity as the Members' Representative for any reason whatsoever, then the Members shall appoint, within thirty (30) days after such occurrence, a successor Members' Representative. (d) The authorizations of the Members' Representative shall be effective until his rights and obligations under this Agreement terminate by virtue of the termination of any and all obligations of the Members to the Purchaser under this Agreement.

Members’ Representative. By executing this Agreement, each (a) Each of the ---------------------- Members (notwithstanding any Member's current or future mental or physical disability or incompetency) hereby irrevocably constitutes appoints the person designated from time to time under this Section 16.14 as its true and appoints D. ▇▇lawful attorney-in-fact, to act as its representative (each, a “Members’ Representative”) under this Agreement and, as such, to act as such Member’s agent (with full power of substitution) to take any action on such Member’s behalf with respect to all matters relating to this Agreement and the transactions contemplated hereby. ▇▇▇▇▇ ▇▇▇▇▇ . Steel is hereby appointed and hereby accepts his successors, acting appointment as hereinafter provided, as his attorney-in-fact and agent in his name, place and ▇▇▇▇▇ in connection with the transactions and agreements contemplated by this Agreement with respect to matters subsequent to the Closing Date initial Members’ Representative (the "“Members' ’ Representative"”), and . Each Member acknowledges that such the appointment of the Members’ Representative herein is coupled with an interestinterest and may not be revoked. By executing this Agreement under the heading "The initial Members' Representative," D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby (i) ’ Representative accepts his appointment and authorization to act as Members' Representative as attorney-in-fact and agent on behalf of the Members. (b) The initial Members’ Representative will serve as the Members’ Representative until the earlier of his resignation or removal (with or without cause) by the Members holding a majority of the membership interests of Seller as of the date hereof (which majority may include the membership interests of the then-current Members’ Representative) (a “Majority of the Members”). Upon the resignation or removal of the initial Members’ Representative, a Majority of the Members will select a new Members’ Representative who may resign or be removed or replaced (with or without cause) by a Majority of the Members. Each time a new Members’ Representative is appointed pursuant to this Agreement, such representative will accept such position in accordance with writing. (c) A Majority of the Members will notify Buyer promptly in writing of each change of the Members’ Representative. Until Buyer receives the foregoing written notice, Buyer will be entitled to assume that the person acting as the Members’ Representative is still the duly authorized Members’ Representative. Buyer will be entitled to rely upon as being binding upon each Member any agreement, document, certificate or other instrument reasonably believed by Buyer to have been executed by the Members’ Representative, and Buyer will not be liable to any Member for any action taken or omitted to be taken in such reliance, or otherwise in reliance upon the instructions or directions given, or actions taken, by the Members’ Representative that are contemplated or permitted to be given or taken thereby by the terms of this Agreement. (d) In furtherance of the appointment of the Members’ Representative herein made, each Member, fully and without restriction: (i) agrees to be bound by all notices received and agreements and determinations made by and documents executed and delivered by the Members’ Representative under this Agreement, and (ii) agrees to perform his obligations under, and otherwise comply with, this Section 12.10. ------------- (a) Each Member by this Agreement fully and completely, with respect to matters subsequent to the Closing Date, hereby: (a) authorizes the Members' ’ Representative (i) to [a] deliver to Buyer all certificates and documents to be delivered to Buyer by the Members pursuant to this Agreement, together with any certificates and documents executed by the Members and deposited with the Members’ Representative for such purpose, [b] dispute or to refrain from disputing any claim made by Purchaser Buyer under this Agreement or the other Purchase AgreementsAgreement, (ii) to [c] negotiate and compromise any dispute which may arise underunder this Agreement, and to [d] pay any amounts due Buyer under this Agreement, [e] exercise or refrain from exercising any remedies available to the Members under this Agreement or the other Purchase Agreements and to Agreement, [f] sign any release releases or other document documents with respect to any such dispute or remedy, and (iii) to [g] waive any condition contained in this Agreement, [h] give such instructions and to do such other things and refrain from doing such other things as the Members' Representative shall deem ’ Representative, in his sole discretion, deems necessary or appropriate to carry out the provisions of this Agreement Agreement, [i] receive all amounts payable by Buyer to the Members hereunder on behalf of the Members and, subject to clauses [j], [k] and [l] below, pay to each Member each Member’s Pro Rata Share of such amounts, [j] pay out of funds coming into the hands of the Members’ Representative from Buyer, all fees and expenses of the Members incurred in connection with the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of counsel, accountants, brokers and other professional advisors retained by or on behalf of the Members, or any of them, in connection with such transactions, [k] retain such counsel, accountants and other Purchase Agreements; professional advisors as the Members’ Representative reasonably deems necessary to assist him in the performance of his duties hereunder and (b) agrees pay the fees, costs and expenses thereof out of the funds coming into the hands of the Members’ Representative, and [l] retain out of funds coming into the hands of the Members’ Representative from Buyer such amounts as the Members’ Representative, in his sole discretion, deems appropriate to be bound by all agreements held as reserves for expected or potential future expenses or liabilities of the Members hereunder and determinations pay such amounts to such parties as he deems appropriate. Payments made by and documents executed and delivered by the Members' ’ Representative under this Agreement or clauses [d], [j] and [k] above shall be considered to be paid by the other Purchase AgreementsMembers based on their respective Pro Rata Shares. (be) Each of the Members hereby expressly acknowledges The Members, jointly and agrees that severally, agree to indemnify the Members' ’ Representative is authorized and to act on his behalf, notwithstanding any dispute or disagreement between the Members, and that Purchaser and any other person or entity shall be entitled to rely on hold him harmless against any and all actions taken loss, liability or expense incurred without bad faith on the part of the Members’ Representative and arising out of or in connection with his duties as the Members’ Representative, including the reasonable costs and expenses incurred by the Members' ’ Representative under this Agreement in defending against any claim or the other Purchase Agreements without any liability to, or obligation to inquire of, any of the Members. Purchaser and any other person or entity is hereby expressly authorized to rely on the genuineness of the signatures of both members of the Members' Representative, and upon receipt of any writing which reasonably appears to have been signed by Members' Representative, Purchaser and any other person or entity may act upon the same without any further duty of inquiry as to the genuineness of the writingin connection herewith. (c) If D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ceases to function in his capacity as the Members' Representative for any reason whatsoever, then the Members shall appoint, within thirty (30) days after such occurrence, a successor Members' Representative. (d) The authorizations of the Members' Representative shall be effective until his rights and obligations under this Agreement terminate by virtue of the termination of any and all obligations of the Members to the Purchaser under this Agreement.

Members’ Representative. By executing this Agreement, each of the ---------------------- Members (notwithstanding any Member's current or future mental or physical disability or incompetency) 2.14.1 Each Member hereby irrevocably constitutes appoints and appoints D. ▇▇authorizes L. ▇▇▇▇▇ ▇▇▇▇▇▇ and his successors, acting as hereinafter provided, as his attorney-in-fact and agent in his name, place and ▇▇▇▇▇ in connection with the transactions and agreements contemplated by this Agreement with respect ▇. ▇▇▇▇▇, acting jointly, to matters subsequent to the Closing Date act as its representatives (the "Members' Representative"), and acknowledges that such appointment is coupled with an interest. By executing this Agreement under So long as two individuals serve jointly as the heading "Members' Representative," D. , 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) accepts his appointment oversee the preparation and authorization 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 act as Members' 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 agent on behalf of the Members in accordance with the terms of this Agreement, authorizes and (ii) agrees to perform his obligations under, and otherwise comply with, this Section 12.10. ------------- (a) Each Member by this Agreement fully and completely, with respect to matters subsequent to the Closing Date, hereby: (a) authorizes empowers the Members' Representative to act with the foregoing authority (i) to dispute or to refrain from disputing any claim made by Purchaser under this Agreement or the other Purchase Agreements, (ii) to negotiate and compromise any dispute which may arise under, and to exercise or refrain from exercising remedies available under this Agreement or the other Purchase Agreements and to sign any release or other document with respect to such dispute or remedy, and (iii) to give such instructions and to do such other things and refrain from doing such other things as the Members' Representative shall deem necessary or appropriate to carry out the provisions of this Agreement or the other Purchase Agreements; and (b) agrees to be bound by all agreements and determinations made by and documents executed and delivered by the Members' Representative under this Agreement or the other Purchase Agreements. (b) Each of the Members hereby expressly acknowledges and agrees provided that the Members' Representative is not authorized to act execute any Noncompetition Agreement or employment agreement on his behalf, notwithstanding behalf of any dispute Member or disagreement between otherwise bind or subject any Member to individual liability other than claims to be satisfied exclusively from the Members, and that Purchaser and any other person Escrow). Nothing set forth herein shall convey or entity shall be entitled construed to rely on any and all actions taken by authorize the Members' Representative under this Agreement or the other Purchase Agreements without to take any liability to, or obligation to inquire of, any action on behalf of Allied in its capacity as a creditor of the Members. Purchaser and any other person Company or entity is hereby expressly authorized to rely on the genuineness of the signatures of both members of the Members' Representative, and upon receipt of any writing which reasonably appears to have been signed by Members' Representative, Purchaser and any other person or entity may act upon the same without any further duty of inquiry as to the genuineness of the writingits affiliates. (c) If D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ceases to function in his capacity as the Members' Representative for any reason whatsoever, then the Members shall appoint, within thirty (30) days after such occurrence, a successor Members' Representative. (d) The authorizations of the Members' Representative shall be effective until his rights and obligations under this Agreement terminate by virtue of the termination of any and all obligations of the Members to the Purchaser under this Agreement.

Members’ Representative. By executing this Agreement(a) Each Member, each of pursuant to and as set forth in the ---------------------- Members (notwithstanding any Member's current Transmittal Letters, appoints Catapult Energy Services Group, LLC as his, her or future mental or physical disability or incompetency) hereby irrevocably constitutes its exclusive representative, agent, proxy and appoints D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and his successors, acting as hereinafter provided, as his attorney-in-fact and agent for all purposes under this Agreement, including to represent such Member in his name, place and ▇▇▇▇▇ in connection with the transactions and agreements contemplated by all matters related to this Agreement with respect to matters subsequent to as the Closing Date (the "Members' ’ Representative"). The Members’ Representative will have full power and authority, and acknowledges that such appointment is coupled with an interest. By executing this Agreement under the heading "Members' Representative," D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby (i) accepts his appointment and authorization to act as Members' Representative as attorney-in-fact and agent on behalf of all of the Members in accordance with the terms of this AgreementMember, and (ii) agrees to perform his obligations under, and otherwise comply with, this Section 12.10. ------------- (a) Each Member by this Agreement fully and completely, with respect to matters subsequent to the Closing Date, hereby: (a) authorizes the Members' Representative (i) to dispute take all actions required or to refrain from disputing any claim made by Purchaser desirable under this Agreement or the other Purchase Agreements, (ii) to negotiate and compromise any dispute which may arise underEscrow Agreement, and to exercise take all other actions reasonably required to properly ​ 4855-0363-3265.v2 represent any or refrain from exercising remedies available 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 Purchase Agreements matters described in Section 1.10(c); (iv) agree to, negotiate, enter into settlements and to sign any release or other document compromises of, and comply with orders of courts with respect to such dispute claims for indemnification made by a Parent Indemnified Party pursuant to Article VIII; (v) litigate, arbitrate, resolve, settle or remedy, compromise any claim for indemnification pursuant to Article VIII; (vi) execute and (iii) to give such instructions and to do such other things and refrain from doing such other things as the Members' Representative shall deem deliver all documents necessary or appropriate desirable to carry out the provisions 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 other Purchase AgreementsEscrow 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 and (bix) agrees 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 all agreements and determinations made by and documents executed and delivered the actions taken by the Members' ’ Representative. The Members’ Representative under this Agreement 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, resignation or removal of Members’ Representative, a new Members’ Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Members’ Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the other Purchase Agreementsdate such notice is received by Parent. (b) Each of the Members hereby expressly acknowledges All decisions and agrees that actions by the Members' ’ Representative is authorized to act on his behalfin connection with this Agreement and the Transaction Documents will be final, notwithstanding any dispute or disagreement between binding and conclusive upon each of the Members, and that Purchaser 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 any other person or entity shall such duties and obligations will be entitled to rely on any and all actions taken determined solely by the Members' Representative under express provisions of this Agreement or the other Purchase Agreements without any liability to, or obligation to inquire of, any of the Members. Purchaser and any other person or entity is hereby expressly authorized to rely on the genuineness of the signatures of both members of the Members' Representative, and upon receipt of any writing which reasonably appears to have been signed by Members' Representative, Purchaser and any other person or entity may act upon the same without any further duty of inquiry as to the genuineness of the writingAgreement. (c) If D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ceases to function in his capacity as A decision, 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 reason whatsoeveracts done in accordance with such decision, then act, consent or instruction of the Members shall appoint, within thirty (30) days after such occurrence, a successor Members' ’ Representative. (d) The authorizations 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 it is or was acting as, or at the direction of, the Members' ’ Representative shall be effective until his rights and obligations under pursuant to the terms of this Agreement terminate and any other Transaction Document Neither the Members’ Representative nor any of its representatives shall incur ‎any liability to any Member by virtue of the termination 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 and its Representatives shall have no ‎liability in respect of any and all obligations action brought against such Persons by any Member, ‎regardless of the Members legal theory under which such liability or obligation may be sought to the Purchaser under this Agreement.‎be imposed, whether sounding in contract or tort, or whether at law or in equity, or ‎otherwise, if such Persons took or omitted taking any action in good faith. ​ ​ 4855-0363-3265.v2