Common use of Manager’s General Powers and Certain Specific Powers Clause in Contracts

Manager’s General Powers and Certain Specific Powers. Except as provided in Section 7.3, the Manager shall have the full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Fund, to make all decisions regarding those matters, to perform any and all other acts or activities customary or incident to the management of those matters and shall have the right and authority to bind the Fund and to negotiate, execute and deliver any and all contracts, instruments and certificates on behalf of the Fund in furtherance of the Fund’s business or affairs including without limitation, acquiring and participating in the Projects. The Manager shall also have the powers and duties as may be prescribed by other sections of this Agreement, by law, or by the Members by consent. Not in limitation of the generality of this Section 6.2.1, the Manager shall have the powers, without the prior consent of the Investors, to do any of the following: (i) To direct or supervise the Fund and the Fund's agents in the exercise of any action relating to the Fund's affairs, including without limitation the powers described in Section 1.4; (ii) To lend money to the Fund (without being obligated to do so) if such loan bears interest at a reasonable rate not exceeding the interest cost to the Manager or the amount that would be charged to the Fund by an unrelated lender on a comparable loan for the same purpose; provided, however, that the Manager may not receive points or other financing charges or fees regardless of the amount loaned to the Fund; (iii) To approve in its sole discretion any Transfer of Shares; (iv) To admit Investors to the Fund and to terminate the offering of Shares at any time; (v) To withdraw the offering of Shares at any time as provided for in this Agreement; (vi) To acquire such assets or properties, real or personal, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's business and to sell, exchange, hedge or distribute to the Members in kind or otherwise dispose of all or substantially all of the Fund Assets, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's business, notwithstanding that such sale, exchange, hedge or distribution may result in a liquidation of the Fund; (vii) To operate any Project or other Fund Asset acquired by the Fund, or to contract for operation under Section 6.3, or to engage non-Affiliates to operate any Project or other Fund Asset on such terms as they may determine in their sole discretion; (viii) To waive any fees or compensation payable to it; (ix) To provide, or arrange for the provision of, managerial assistance to the Projects in which the Fund invests; (x) To invest in, on behalf of another Ridgewood Energy fund, Working Interests in oil and natural gas xxxxx that are in the same lease block as, but are not part of, Fund Assets; (xi) To establish valuation principles and to periodically apply such principles to the Fund's Projects;

Manager’s General Powers and Certain Specific Powers. Except as provided in Section 7.3, the Manager shall have the full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Fund, to make all decisions regarding those matters, to perform any and all other acts or activities customary or incident to the management of those matters and shall have the right and authority to bind the Fund and to negotiate, execute and deliver any and all contracts, instruments and certificates on behalf of the Fund in furtherance of the Fund’s business or affairs including without limitation, acquiring and participating in the Projects. The Manager shall also have the powers and duties as may be prescribed by other sections of this Agreement, by law, or by the Members by consent. Not in limitation of the generality of this Section 6.2.1, the Manager shall have the powers, without the prior consent of the Investors, to do any of the following: (i) To direct or supervise the Fund and the Fund's agents in the exercise of any action relating to the Fund's affairs, including without limitation the powers described in Section 1.4; (ii) To lend money to the Fund (without being obligated to do so) if such loan bears interest at a reasonable rate not exceeding the interest cost to the Manager or the amount that would be charged to the Fund by an unrelated lender on a comparable loan for the same purpose; provided, however, that the Manager may not receive points or other financing charges or fees regardless of the amount loaned to the Fund; (iii) To approve in its sole discretion any Transfer of Shares; (iv) To admit Investors to the Fund and to terminate the offering of Shares at any time; (v) To withdraw the offering of Shares at any time as provided for in this Agreement; (vi) To acquire such assets or properties, real or personal, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's business and to sell, exchange, hedge or distribute to the Members in kind or otherwise dispose of all or substantially all of the Fund Assets, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's business, notwithstanding that such sale, exchange, hedge or distribution may result in a liquidation of the Fund; (vii) To operate any Project or other Fund Asset acquired by the Fund, or to contract for operation under Section 6.3, or to engage non-Affiliates to operate any Project or other Fund Asset on such terms as they may determine in their sole discretion; (viii) To waive any fees or compensation payable to it; (ix) To provide, or arrange for the provision of, managerial assistance to the Projects in which the Fund invests; (x) To invest in, on behalf of another Ridgewood Energy fund, Working Interests in oil and natural gas xxxxx that are in the same lease block as, but are not part of, Fund Assets; (xi) To establish valuation principles and to periodically apply such principles to the Fund's Projects; (xii) To form, or acquire an interest in, and contribute Fund Assets and/or make loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other relationships for the purposes of promoting the purposes of the Fund; (xiii) To issue and sell Shares for such consideration as the Manager in its sole discretion shall deem appropriate and create Series or classes of Shares and provide for the rights and privileges of any such series or class of Shares (including class or series voting rights) as the Manager, in its sole discretion, deems appropriate; (xiv) To purchase or redeem Shares on such terms as the Manager, in its sole discretion, may deem appropriate; (xv) To engage in transactions involving Put Contracts, as the Manager may determine in its sole discretion and judgment; and (xvi) To engage in any other lawful activity that the Manager determines in its sole discretion, reasonably exercised, is necessary to enable the Manager to perform its other duties and obligations to the Fund as required hereunder.

Manager’s General Powers and Certain Specific Powers. Except as provided in Section 7.3, the Manager shall have the full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Fund, to make all decisions regarding those matters, to perform any and all other acts or activities customary or incident to the management of those matters and shall have the right and authority to bind the Fund and to negotiate, execute and deliver any and all contracts, instruments and certificates on behalf of the Fund in furtherance of the Fund’s business or affairs including without limitation, acquiring and participating in the Projects. The Manager shall also have the powers and duties as may be prescribed by other sections of this Agreement, by law, or by the Members by consent. Not in limitation of the generality of this Section 6.2.1, the Manager shall have the powers, without the prior consent of the Investors, to do any of the following: (i) To direct or supervise the Fund and the Fund's ’s agents in the exercise of any action relating to the Fund's ’s affairs, including without limitation the powers described in Section 1.4; (ii) To lend money to the Fund (without being obligated to do so) if such loan bears interest at a reasonable rate not exceeding the interest cost to the Manager or the amount that would be charged to the Fund by an unrelated lender on a comparable loan for the same purpose; provided, however, that the Manager may not receive points or other financing charges or fees regardless of the amount loaned to the Fund; (iii) To approve in its sole discretion any Transfer of Shares; (iv) To admit Investors to the Fund and to terminate the offering of Shares at any time; (v) To withdraw the offering of Shares at any time as provided for in this Agreement; (vi) To acquire such assets or properties, real or personal, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's ’s business and to sell, exchange, hedge or distribute to the Members in kind or otherwise dispose of all or substantially all of the Fund Assets, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's business, notwithstanding that such sale, exchange, hedge or distribution may result in a liquidation of the Fund; (vii) To operate any Project or other Fund Asset acquired by the Fund, or to contract for operation under Section 6.3, or to engage non-Affiliates to operate any Project or other Fund Asset on such terms as they may determine in their sole discretion; (viii) To waive any fees or compensation payable to it; (ix) To provide, or arrange for the provision of, managerial assistance to the Projects in which the Fund invests; (x) To invest in, on behalf of another Ridgewood Energy fund, Working Interests in oil and natural gas xxxxx that are in the same lease block as, but are not part of, Fund Assets; (xi) To establish valuation principles and to periodically apply such principles to the Fund's ’s Projects;

Manager’s General Powers and Certain Specific Powers. Except as provided in Section 7.3, the Manager shall have the full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Fund, to make all decisions regarding those matters, to perform any and all other acts or activities customary or incident to the management of those matters and shall have the right and authority to bind the Fund and to negotiate, execute and deliver any and all contracts, instruments and certificates on behalf of the Fund in furtherance of the Fund’s business or affairs including without limitation, acquiring and participating in the Projects. The Manager shall also have the powers and duties as may be prescribed by other sections of this Agreement, by law, or by the Members by consent. Not in limitation of the generality of this Section 6.2.1, the Manager shall have the powers, without the prior consent of the Investors, to do any of the following: (i) To direct or supervise the Fund and the Fund's agents in the exercise of any action relating to the Fund's affairs, including without limitation the powers described in Section 1.4; (ii) To lend money to the Fund (without being obligated to do so) if such loan bears interest at a reasonable rate not exceeding the interest cost to the Manager or the amount that would be charged to the Fund by an unrelated lender on a comparable loan for the same purpose; provided, however, that the Manager may not receive points or other financing charges or fees regardless of the amount loaned to the Fund; (iii) To approve in its sole discretion any Transfer of Shares; (iv) To admit Investors to the Fund and to terminate the offering of Shares at any time; (v) To withdraw the offering of Shares at any time as provided for in this Agreement; (vi) To acquire such assets or properties, real or personal, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's business and to sell, exchange, hedge or distribute to the Members in kind or otherwise dispose of all or substantially all of the Fund Assets, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's business, notwithstanding that such sale, exchange, hedge or distribution may result in a liquidation of the Fund; (vii) To operate any Project or other Fund Asset acquired by the Fund, or to contract for operation under Section 6.3, or to engage non-Affiliates to operate any Project or other Fund Asset on such terms as they may determine in their sole discretion; (viii) To waive any fees or compensation payable to it; (ix) To provide, or arrange for the provision of, managerial assistance to the Projects in which the Fund invests; (x) To invest in, on behalf of another Ridgewood Energy fund, Working Interests in oil and natural gas xxxxx that are in the same lease block as, but are not part of, Fund Assets; (xi) To establish valuation principles and to periodically apply such principles to the Fund's Projects;

Manager’s General Powers and Certain Specific Powers. Except as provided in Section 7.3, the Manager shall have the full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Fund, to make all decisions regarding those matters, to perform any and all other acts or activities customary or incident to the management of those matters and shall have the right and authority to bind the Fund and to negotiate, execute and deliver any and all contracts, instruments and certificates on behalf of the Fund in furtherance of the Fund’s business or affairs including without limitation, acquiring and participating in the Projects. The Manager shall also have the powers and duties as may be prescribed by other sections of this Agreement, by law, or by the Members by consent. Not in limitation of the generality of this Section 6.2.1, the Manager shall have the powers, without the prior consent of the Investors, to do any of the following: (i) To direct or supervise the Fund and the Fund's agents in the exercise of any action relating to the Fund's affairs, including without limitation the powers described in Section 1.4; (ii) To lend money to the Fund (without being obligated to do so) if such loan bears interest at a reasonable rate not exceeding the interest cost to the Manager or the amount that would be charged to the Fund by an unrelated lender on a comparable loan for the same purpose; provided, however, that the Manager may not receive points or other financing charges or fees regardless of the amount loaned to the Fund; (iii) To approve in its sole discretion any Transfer of Shares; (iv) To admit Investors to the Fund and to terminate the offering of Shares at any time; (v) To withdraw the offering of Shares at any time as provided for in this Agreement; (vi) To acquire such assets or properties, real or personal, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's business and to sell, exchange, hedge or distribute to the Members in kind or otherwise dispose of all or substantially all of the Fund Assets, as the Manager in its sole discretion deems necessary or appropriate for the conduct of the Fund's business, notwithstanding that such sale, exchange, hedge or distribution may result in a liquidation of the Fund; (vii) To operate any Project or other Fund Asset acquired by the Fund, or to contract for operation under Section 6.3, or to engage non-Affiliates to operate any Project or other Fund Asset on such terms as they may determine in their sole discretion; (viii) To waive any fees or compensation payable to it; (ix) To provide, or arrange for the provision of, managerial assistance to the Projects in which the Fund invests; (x) To invest in, on behalf of another Ridgewood Energy fund, Working Interests in oil and natural gas xxxxx that are in the same lease block as, but are not part of, Fund Assets; (xi) To establish valuation principles and to periodically apply such principles to the Fund's Projects; (xii) To form, or acquire an interest in, and contribute Fund Assets and/or make loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other relationships for the purposes of promoting the purposes of the Fund; (xiii) To issue and sell Shares for such consideration as the Manager in its sole discretion shall deem appropriate and create Series or classes of Shares and provide for the rights and privileges of any such series or class of Shares (including class or series voting rights) as the Manager, in its sole discretion, deems appropriate; (xiv) To purchase or redeem Shares on such terms as the Manager, in its sole discretion, may deem appropriate; and (xv) To engage in any other lawful activity that the Manager determines in its sole discretion, reasonably exercised, is necessary to enable the Manager to perform its other duties and obligations to the Fund as required hereunder.