Common use of Confidentiality, Non-Competition and Non-Solicitation Clause in Contracts

Confidentiality, Non-Competition and Non-Solicitation. In consideration of Participant’s receipt of this award, Participant agrees as follows: (a) Participant will hold in a fiduciary capacity for the benefit of the Company all information, knowledge or data relating to the Company or any Subsidiaries and their respective businesses which the Company or any Subsidiaries consider to be proprietary, trade secret or confidential that Participant obtains or have previously obtained during its service and that is not public knowledge (other than as a result of Participant’s violation of this provision) (“Confidential Information”). Participant will not directly or indirectly use any Confidential Information for any purpose not associated with the activities of the Company or any Subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Subsidiaries to receive it at any time during or after Participant’s service, except with the prior written consent of the Company or as otherwise required by law or legal process. (b) For a period of two years after the termination of Participant’s service, for any reason, voluntary or involuntary, Participant will not, without the written consent of the Company, directly or indirectly, engage or hold an interest in any company listed in Exhibit B, or any subsidiary or affiliate of such company (the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business). (c) For a period of one year after the termination of Participant’s service, for any reason, Participant will not, without the written consent of the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the employment of the Company or any Subsidiaries (other than persons employed in a clerical, non-professional or non-management position). (d) Participant understands and agrees that the restrictions set forth above, including, without limitation, the duration, and the business scope of such restrictions, are reasonable and necessary to protect the legal interests of the Company. Participant further agrees that the Company will be entitled to seek injunctive relief in the event of any actual or threatened breach of such restrictions. In addition, Participant also agrees that in the event it is found by a court of law to have violated the confidentiality provisions of this Agreement, that an adequate remedy will including, among other things, the immediate forfeit of all shares (whether or not vested) and disgorgement of any profit associated with this grant. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted only to the extent necessary to make the remaining provisions of this Agreement enforceable.

Confidentiality, Non-Competition and Non-Solicitation. In consideration of Participant’s receipt of this award, Participant agrees as follows: (a) Participant will hold in a fiduciary capacity for the benefit of the Company all information, knowledge or data relating to the Company or any Subsidiaries and their respective businesses which the Company or any Subsidiaries consider to be proprietary, trade secret or confidential that Participant obtains or have previously obtained during its service and that is not public knowledge (other than as a result of Participant’s violation of this provision) (“Confidential Information”). Participant will not directly or indirectly use any Confidential Information for any purpose not associated with the activities of the Company or any Subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Subsidiaries to receive it at any time during or after Participant’s service, except with the prior written consent of the Company or as otherwise required by law or legal process. (b) For a period of two years after the termination of Participant’s service, for any reason, voluntary or involuntary, Participant will not, without the written consent of the Company, directly or indirectly, engage or hold an interest in any company listed in Exhibit B, or any subsidiary or affiliate of such company (the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business). Participant and the Company explicitly acknowledge that the companies, entities, or interests identified in Exhibit C were owned by Participant prior to his employment with the Company and are specifically approved. (c) For a period of one year after the termination of Participant’s service, for any reason, Participant will not, without the written consent of the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the employment of the Company or any Subsidiaries (other than persons employed in a clerical, non-professional or non-management position). (d) Participant understands and agrees that the restrictions set forth above, including, without limitation, the duration, and the business scope of such restrictions, are reasonable and necessary to protect the legal interests of the Company. Participant further agrees that the Company will be entitled to seek injunctive relief in the event of any actual or threatened breach of such restrictions. In addition, Participant also agrees that in the event it is found by a court of law to have violated the confidentiality provisions of this Agreement, that an adequate remedy will including, among other things, the immediate forfeit of all shares (whether or not vested) and disgorgement of any profit associated with this grant. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted only to the extent necessary to make the remaining provisions of this Agreement enforceable.

Confidentiality, Non-Competition and Non-Solicitation. In consideration of Participant’s receipt of this award, Participant agrees as follows: (a) In acknowledgment that (a) the Company is engaged in the oil and gas business, (b) maintains secret and confidential information, (c) during the course of Participant’s service to the Company such secret or confidential information may become known to Participant, and (d) full protection of the Company’s business makes it essential that no employee or director appropriate for his or her own use, or disclose such secret or confidential information, Participant will agrees that during the time of Participant’s service and for a period of one (1) year following the termination of Participant’s service with the Company, Participant agrees to hold in a fiduciary capacity strict confidence and shall not, directly or indirectly, disclose or reveal to any person, or use for his own personal benefit or for the benefit of the Company all informationanyone else, knowledge any trade secrets, confidential dealings, or data relating other confidential or proprietary information of any kind, nature, or description (whether or not acquired, learned, obtained, or developed by Participant alone or in conjunction with others) belonging to or concerning the Company or any Subsidiaries and their respective businesses which the Company or any Subsidiaries consider to be proprietary, trade secret or confidential that Participant obtains or have previously obtained during of its service and that is not public knowledge (other than as a result of Participant’s violation of this provision) (“Confidential Information”). Participant will not directly or indirectly use any Confidential Information for any purpose not associated with the activities of the Company or any Subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Subsidiaries to receive it at any time during or after Participant’s servicesubsidiaries, except (i) with the prior written consent of the Company duly authorized by its Board, (ii) in the course of the proper performance of Participant’s duties hereunder, (iii) for information (x) that becomes generally available to the public other than as a result of unauthorized disclosure by Participant or his affiliates or (y) that becomes available to Participant on a nonconfidential basis from a source other than the Company or its subsidiaries who is not bound by a duty of confidentiality, or other contractual, legal, or fiduciary obligation, to the Company, or (iv) as otherwise required by applicable law or legal process. Notwithstanding the forgoing, this Section is not intended, nor shall be construed, to prohibit Participant’s general knowledge, skill and experience or Participant’s inventive powers. (b) For During and after Participant’s service with the Company, Participant shall not be engaged as an officer or executive of, or in any way be associated in a period management or ownership capacity with any corporation, company, partnership or other enterprise or venture which conducts a business which is in direct competition with the business of the Company; provided, however, that Participant may own not more than two years percent (2%) of the outstanding securities, or equivalent equity interests, of any class of any corporation, company, partnership, or either enterprise that is in direct competition with the business of the Company, which securities are listed on a national securities exchange or traded in the over-the-counter market. It is expressly agreed that the remedy at law for breach of this covenant is inadequate and that injunctive relief shall be available to prevent the breach thereof. (c) Participant will not, directly or indirectly, during the term of his service or within one (1) year after the termination of Participant’s servicesuch service with the Company, for any reason, voluntary in any manner, encourage, persuade, or involuntaryinduce any other employee of the Company to terminate his employment, Participant will not, or any person or entity engaged by the Company to represent it to terminate that relationship without the express written consent approval of the Company, directly or indirectly, engage or hold an interest in any company listed in Exhibit B, or any subsidiary or affiliate . It is expressly agreed that the remedy at law for breach of such company (this covenant is inadequate and that injunctive relief shall be available to prevent the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business). (c) For a period of one year after the termination of Participant’s service, for any reason, Participant will not, without the written consent of the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the employment of the Company or any Subsidiaries (other than persons employed in a clerical, non-professional or non-management position)breach thereof. (d) Participant understands and agrees that the restrictions set forth above, including, without limitation, the duration, and the business scope of such restrictions, are reasonable and necessary to protect the legal interests of the Company. Participant further agrees that the Company will be entitled to seek injunctive relief in the event of any actual or threatened breach of such restrictions. In addition, Participant also agrees that in the event it is found by a court of law to have violated the confidentiality provisions of this Agreement, that an adequate remedy will including, among other things, the immediate forfeit of all shares Shares (whether or not vested) and disgorgement of any profit associated with this grant. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted only to the extent necessary to make the remaining provisions of this Agreement enforceable.

Confidentiality, Non-Competition and Non-Solicitation. In consideration of Participant’s receipt of this award, Participant agrees as follows: (a) Participant will hold From and after the Closing, each Member shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective representatives to hold, in a fiduciary capacity for the benefit of the Company confidence any and all information, knowledge whether written or data relating oral, concerning the Company Group, except to the Company extent that such Member can show that such information (a) is generally available to and known by the public through no fault of Members, any of their Affiliates or their respective representatives; or (b) is lawfully acquired by such Member, any of its Affiliates or their respective representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Member or any Subsidiaries and of its Affiliates or their respective businesses representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Member shall promptly notify Buyer in writing and shall disclose only that portion of such information which the Company or any Subsidiaries consider such Member is advised by its counsel in writing is legally required to be proprietarydisclosed, trade secret provided that such Member shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential that Participant obtains or have previously obtained during its service and that is not public knowledge (other than as a result of Participant’s violation of this provision) (“Confidential Information”). Participant treatment will not directly or indirectly use any Confidential Information for any purpose not associated with the activities of the Company or any Subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Subsidiaries to receive it at any time during or after Participant’s service, except with the prior written consent of the Company or as otherwise required by law or legal processbe accorded such information. (b) For Except as set forth in Section 6.3(b) of the Disclosure Schedule, for a period of two five (5) years after commencing on the termination of Participant’s serviceClosing Date (the “Restricted Period”), for any reason, voluntary or involuntary, Participant will each Key Member shall not, without the written consent and shall not permit any of the Companyits Affiliates to, directly or indirectly, (i) engage in or hold assist others in engaging in the Business in the Territory; (ii) have an interest in any company listed in Exhibit B, or any subsidiary or affiliate of such company (the “Competing Businesses”), or Person that engages directly or indirectly have in the Business in the Territory in any interest incapacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing, any Key Member may own, managedirectly or indirectly, operatesolely as an investment, controlsecurities of any Person traded on any national securities exchange if such Key Member is not a controlling Person of, be connected with as or a stockholder (other than as member of a holder of less than five percent (group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of publicly traded securities of any such Competing Business)Person. (c) For a period of one year after During the termination of Participant’s serviceRestricted Period, for any reason, Participant will each Key Member shall not, without the written consent and shall not permit any of the Companyits Affiliates to, directly or indirectly solicitindirectly, entice, persuade hire or induce solicit any person to leave the employment employee of any member of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.3(c) shall prevent any Key Member or any Subsidiaries of its Affiliates from hiring (other than persons employed in a clericali) any employee whose employment has been terminated by any member of the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, non-professional or non-management position)any employee whose employment has been terminated by the employee. (d) Participant understands During the Restricted Period, each Key Member shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (e) Each Member acknowledges that a breach or threatened breach of this Section 6.3 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Member of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (f) Each Member acknowledges that the restrictions set forth above, including, without limitation, the duration, and the business scope of such restrictions, contained in this Section 6.3 are reasonable and necessary to protect the legal legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Companytransactions contemplated by this Agreement. Participant further agrees that the Company will be entitled to seek injunctive relief in In the event that any covenant contained in this Section 6.3 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.3 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any actual such covenant or threatened breach of such restrictions. In addition, Participant also agrees that in the event it is found by a court of law to have violated the confidentiality provisions of this Agreement, that an adequate remedy will including, among other things, the immediate forfeit of all shares (whether provision as written shall not invalidate or not vested) and disgorgement of any profit associated with this grant. If any provision of this Agreement is determined to be render unenforceable by any court, then such provision will be modified or omitted only to the extent necessary to make the remaining covenants or provisions of this Agreement enforceablehereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Confidentiality, Non-Competition and Non-Solicitation. In consideration of Participant’s receipt of this award, Participant agrees as follows: (a) Participant will hold in a fiduciary capacity for the benefit 8.1 Restrictions on Activities of the Company all informationPurchaser and the Company. During the indicated time periods, knowledge or data relating to Purchaser, the Company or any Subsidiaries and their respective businesses which the Company Subsidiaries shall not engage in or any Subsidiaries consider undertake, and shall take all necessary actions to be proprietary, trade secret or confidential insure that Participant obtains or their officers and employees who have previously obtained during its service and that is not public knowledge (other than as a result of Participant’s violation of this provision) (“Confidential Information”). Participant will not directly or indirectly use any Confidential Information for any purpose not associated with the activities of the Company or any Subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Subsidiaries to receive it at any time during or after Participant’s service, except with the prior written consent of the Company or as otherwise required by law or legal process. (b) For a period of two years after the termination of Participant’s service, for any reason, voluntary or involuntary, Participant will not, without the written consent of the Companyreceived, directly or indirectly, Confidential Information of or related to the Gulf Coast Division or the Offshore Division, do not engage in or hold an interest undertake, directly or indirectly, any of the following prohibited activities: (i) Disclose, divulge or provide any Confidential Information of, for or relating to the Gulf Coast Division or the Offshore Division to any Person other than to Schusterman and its officers, directors, employees and agents during the Twelve Month Restricted Period, except to the extent required by Law and provided that, to the extent practicable, prior written notice of such requirement has been provided to Schusterman sufficiently in advance of such disclosure so as to permit Schusterman to intervene to challenge such disclosure or to secure confidential treatment in connection therewith; (ii) Conduct or participate in any company listed Company Business within the Restricted Areas of Lone Star, Concorde and Offshore during the Twelve Month Restricted Period, except in Exhibit Brespect of Properties acquired (x) pursuant to a merger or consolidation with another Person or (y) pursuant to the purchase of all or the majority of the assets or equity of another Person, and provided, in the case of clause (x) or (y), that less than ten percent (10%) of the acquired Properties lie within such Restricted Area; and (iii) Solicit for hire, recruit or hire any employees of Schusterman except for any such employee who contacts the Purchaser or the Company (x) on his or her own initiative and without any prior contact, recruitment or solicitation by the Purchaser or the Company, or any subsidiary or affiliate of such company (the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with y) as a stockholder result of general, public advertisements for employment not specifically directed at such employees and without any prior recruitment or solicitation by the Purchaser or the Company during the Twenty-Four Month Restricted Period. Notwithstanding anything to the contrary in this Agreement, Section 8.1(ii) and (iii) shall not be binding upon Purchaser’s Affiliates (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business). (c) For a period of one year after the termination of Participant’s service, for any reason, Participant will not, without the written consent of the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the employment of the Company or any Subsidiaries (other than persons employed in a clerical, non-professional or non-management position). (d) Participant understands and agrees that the restrictions set forth above, including, without limitation, the duration, and the business scope of such restrictions, are reasonable and necessary to protect the legal interests of the Company. Participant further agrees that the Company will be entitled to seek injunctive relief in the event of any actual or threatened breach of such restrictions. In addition, Participant also agrees that in the event it is found by a court of law to have violated the confidentiality provisions of this Agreement, that an adequate remedy will including, among other things, the immediate forfeit of all shares (whether or not vestedits Subsidiaries) and disgorgement of their respective directors, officers, employees and agents and shall not prevent such Persons from taking or omitting to take any profit associated with this grant. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted only to the extent necessary to make the remaining provisions of this Agreement enforceableaction.

Confidentiality, Non-Competition and Non-Solicitation. In consideration of Participant’s receipt of this award, Participant agrees as follows: (a) Participant will hold in a fiduciary capacity for Employee acknowledges that the benefit information, observations and data obtained by him during the course of his employment with the Company concerning the business or affairs of the Company all information, knowledge or data relating to and its subsidiaries is the property of the Company or any Subsidiaries and their respective businesses which such subsidiary, as the Company or any Subsidiaries consider to be proprietarycase may be. Therefore, trade secret or confidential Employee agrees that Participant obtains or have previously obtained during its service and that is not public knowledge (other than as a result of Participant’s violation of this provision) (“Confidential Information”). Participant he will not directly or indirectly use, divulge, furnish or make accessible to any unauthorized person or use for his own account any Confidential Information for any purpose not associated with the activities confidential or proprietary information or trade secrets of the Company or any Subsidiariesof its subsidiaries without the Company’s prior written consent, or communicate, divulge or disseminate Confidential Information except and to the extent required by law. In the event Employee shall be required by law to make any disclosure as set forth above and prior to any person or entity not authorized by such disclosure, Employee shall promptly notify the Company or any Subsidiaries to receive it at any time during or after Participant’s service, except in writing of the basis for and the extent of the required disclosure and shall cooperate with the prior written consent Company to preserve in full the confidentiality of all intellectual property, trade secrets, confidential information and other proprietary rights of the Company and/or its subsidiaries. For purposes hereof, confidential information does not include any information that has become publicly known or as otherwise required made generally available through no wrongful act of Employee or of any other person who is known by law or legal processEmployee to be subject to a confidentiality agreement with the Company. (b) For a period of two Employee agrees that for three (3) years after the termination of Participant’s serviceEmployment Termination Date, for any reasonhe will neither directly nor indirectly engage in, voluntary or involuntary, Participant will not, without the written consent of the Company, directly or indirectly, engage or hold an interest in any company listed in Exhibit B, or any subsidiary or affiliate of such company (the “Competing Businesses”), or directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder stockholder, joint venturer, officer, employee, partner or consultant or invest or participate in a business competing with any of the businesses then conducted (other than as a holder or, to the knowledge of less than five percent (5%Employee, planned to be conducted within one year) by the Company or any of any class of publicly traded securities of any such Competing Business)its successors or subsidiaries. (c) For a period of Employee agrees that for one (1) year after the termination of Participant’s serviceEmployment Termination Date, for any reason, Participant he will not, without the written consent of the Company, not directly or indirectly solicit, entice, persuade through another entity (i) induce or attempt to induce any person to leave the employment employee of the Company or any Subsidiaries subsidiary to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company or any subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any subsidiary at any time during the prior six (6) months, or (iii) induce or attempt to induce any customer, supplier, licensee or other than persons employed business relation of the Company or any subsidiary to cease doing business with the Company or such subsidiary, or in a clericalany way interfere with the relationship between any such customer, non-professional supplier, licensee or non-management position)business relation and the Company or any subsidiary. (d) Participant understands and agrees Nothing contained in this Paragraph 5 shall prevent Employee from owning up to a 5% interest in any corporation or entity having one or more classes of its securities listed on a national securities exchange or publicly traded in the over-the-counter market, provided Employee is not actively involved in the operation or management of such corporation or entity. (e) If, under the circumstances existing at the time of enforcement of this Paragraph 5, the period, scope or geographic area described in this Paragraph 5 shall be found or held to be unreasonable, the parties hereto agree that the restrictions set forth abovemaximum period, includingscope or geographic area reasonable under the circumstances shall be substituted for the stated period, without limitation, the duration, and the business scope of such restrictions, are reasonable and necessary to protect the legal interests of the Company. Participant further agrees that the Company will be entitled to seek injunctive relief in the event of any actual or threatened breach of such restrictions. In addition, Participant also agrees that in the event it is found by a court of law to have violated the confidentiality provisions of this Agreement, that an adequate remedy will including, among other things, the immediate forfeit of all shares (whether or not vested) and disgorgement of any profit associated with this grant. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted only to the extent necessary to make the remaining provisions of this Agreement enforceablegeographic area.