2010-12-22_REVISION - C1996083 (4)

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reasonable requests of such Members and further provided that the Members' fiduciary duties are hereby waived to the fullest extent provided under law and finally provided that the Members' decision may not be challenged absent its abuse of discretion. All decisions of the Requisite Members in this Agreement shall be in writing. (e) The initial Manager of the Company (the "Manager") shall be Steve M. Rickmeier, who shall exercise his rights and obligations with the regular consultation and advice of all the members of the Management Committee. Rickmeier shall remain the Manager so long as he does not die, become permanently disabled, grossly neglect, engage in bad faith or intentional willful misconduct with respect to his duties or resign as Manager or is removed as Manager by the Requisite Members. Upon Rickmeier ceasing to be the Manager for any reason, Halas Energy shall automatically become the replacement Manager so long as Halas Energy is not dissolved, does not Transfer (as hereinafter defined) more than 90% of its Units (except under Section 13.3 hereof), become permanently disabled, grossly neglect, engage in bad faith or intentional willful misconduct with respect to its duties or resign as Manager or is removed as Manager by the Requisite Members. Upon Halas Energy ceasing to be the Manager for any reason, a new Manager shall be selected by the vote of the Requisite Members to replace such person. A Manager may be removed, with or without cause, and a new Manager elected, upon the vote of the Requisite Members. The Manager need not be a Member. The Manager shall consult with the members of the Management Committee and keep each of them reasonably apprised of the operations of the Company and Bowie, and in addition to the meetings contemplated in Section 11 hereof, the Manager and the members of the Management Committee will meet, in person or telephonically, periodically but initially at least once per week to discuss the business, operations, financial condition and affairs of the Company and Bowie. It is contemplated that Thomas R. Canham and Halas Energy will assist the Manager in overseeing the operations of the Company and Bowie, and that Jeffrey W. Krol will assist the Manager in overseeing the financial affairs of the Company and Bowie. (/) The Company shall establish and maintain at all times during the term of the Company a management committee ("Management Committee") consisting of four (4) individual members. Two (2) of the members of the Management Committee shall be appointed and may be removed by a majority vote of the Class A Members. The initial members of the Management Committee appointed by the Class A Members shall be Jeffrey W. Krol and Thomas R. Canham. The other two (2) members of the Management Committee shall be appointed and may be removed by a majority vote of the Class C Members. The initial members of the Management Committee appointed by the Class C Members shall be Steve M. Rickmeier and John J. Siegel. Members of the Management Committee, once elected or appointed, shall remain members of the Management Committee until they are removed by the majority of the class of Members which appointed them or they resign or die, and any successors thereto shall be appointed by a majority vote of the class of Members which elected or appointed the member being replaced; provided, however, that (a) in the event neither Jeffrey W. Krol nor Thomas R. Canham remain members of the Management Committee appointed by the Class A Members, any successors to their positions on the Management Committee must be approved by the Class C Members (which approval shall not be unreasonably withheld), and (b) in the event neither Steve M. Rickmeier nor John J. Siegel remain members of the Management Committee appointed by the Class C Members, any successors to their positions on the Management Committee must be approved by the Class A Members (which approval shall not be -16-