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

Non-Solicitation and Non-Competition. During the Restriction Period (as hereinafter defined) within the United States of America, the Employee shall not directly or indirectly: (a) Solicit the business of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN to leave the employ of TXEN. (b) Directly or indirectly, hire any employees or former employees of TXEN or any entity controlled by TXEN within one year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN. (c) Engage in, represent in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN on the date hereof or during the period of Employee's employment by TXEN. (d) As used herein, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also applied.

Non-Solicitation and Non-Competition. During I acknowledge and agree that the Restriction Period Company has invested substantial time, money and resources in the development of its Proprietary Information, including as it pertains to its customers, clients, and collaborators. I further acknowledge that during the course of my employment, I will have access to and may use and work with such Proprietary Information that pertains to the customers, clients, and collaborators of the Company, and I agree that any Proprietary Information associated with any customer, client, or collaborator belongs exclusively to the Company. 8.1 In order to protect the Company’s Proprietary Information and good will, during my employment and for a period of either (as hereinafter definedi) within one (1) year following the United States termination of Americamy employment for any reason or (ii) the period in which I receive payment of severance following the termination of my employment, whichever is longer, (the Employee shall “Covenant Period”), I agree and covenant that I will not directly or indirectly: (a) Solicit the business of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN to leave the employ of TXEN. (b) Directly or indirectly, hire any employees or former employees of TXEN or any entity controlled by TXEN within one year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN. (c) Engage in, represent and in any way manner, contact, solicit, canvass, approach, entice or be connected withattempt to persuade any existing or prospective vendor, as consultantservice provider, officercustomer, directoror client to (i) withdraw, partnercurtail or cancel its business with the Company, employeeor (ii) otherwise interfere with their relationship with the Company, sales representative, proprietor, stockholder or otherwise (except for the ownership purpose of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN the Company. For purposes of this Section 8, the term “existing” means any party with whom Employee dealt on behalf of the date hereof Company or about whom Employee possessed confidential or Proprietary Information through Employee’s employment with the Company at any time during the Employment Period; the term “prospective” means any party with whom the Company was in active negotiations to establish a relationship with at any time during the three (3) year period immediately preceding the termination of Employee's ’s employment by TXEN. (d) As used herein, and with whom Employee was involved in any manner in the Restriction Period attempt to establish the relationship or about whom Employee gained confidential or Proprietary Information; and the terms “service provider,” “vendor,” “client” or “customer” of the Company shall mean the period while the Employee is employed by TXEN and the following periods: refer to (i) 36 months after each person or entity who has provided and/or received services or products from the date Company during the Employee ceases to be employed by TXEN and/or Employment Period and Covenant Period, and (ii) 60 months after NRC purchases all of each person or entity solicited by the capital stock of TXEN pursuant Company to provide and/or receive services or purchase products during the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) Employment Period and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also appliedCovenant Period.

Non-Solicitation and Non-Competition. During (a) For a period of five (5) years from and after the Restriction Period Closing Date, neither JMS nor Parent shall, directly or indirectly, (as hereinafter definedi) within make known to any other person, firm, corporation or entity the names, addresses or any other information of any of The Acquired Business’ customers, employees, or vendors, nor will JMS or Parent, directly or indirectly, solicit, seek business from or contract with any firm, person, sole proprietorship, partnership, corporation or other entity which, at any time during the five (5) years preceding the Closing Date, was a customer, employee or vendor of The Acquired Business, or which had or planned to have a business relationship with The Acquired Business; or (ii) own, manage, operate, join, control, invest in or participate in or be employed by or give consultation or advice to or extend credit to or otherwise be connected in any manner, directly or indirectly, with any firm, person, corporation or enterprise which would be competitive with The Acquired Business in any area of Canada, South America and the United States of AmericaAmerica in which The Acquired Business is conducted by JMS or Parent immediately prior to the Effective Time or in which the products related to The Acquired Business are or have been sold. With respect to clause (ii) above, nothing herein shall prohibit JMS or Parent from acquiring and holding not more than five percent (5%) of any outstanding class of securities of any company whose shares are publicly traded on any exchange or in any established over-the-counter market, or from continuing to operate the Employee shall businesses of Xxx Xxxx Industries, Inc. and Xxxxxxxx Sign Group, Inc. in the manner in which they have been operated prior to the Effective Time, provided that the operation of said businesses do not directly or indirectly: in any way violate the provisions of clause (ai) Solicit above. JMS and Parent expressly agree that this Agreement is a partial restraint on its business and activities and contains reasonable limitations as to time, geographical area and scope of activity to be restricted that do not impose a greater restraint than is necessary to protect the goodwill and business interests of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN to leave the employ of TXENThe Acquired Business and Buyer. (b) Directly The period during which the agreement contained in subparagraph (a) hereof shall apply shall be extended by one day for each day in which Buyer establishes one or indirectlymore violations by JMS or Parent of any provision of such agreement, hire any employees or former employees and Buyer shall be entitled to an injunction restraining JMS and Parent from further violations for a period of TXEN or any entity controlled by TXEN within one year of five (5) years from the date of termination the final decree less only such number of his employment with TXEN days subsequent to the date hereof as JMS and Parent have not violated such agreement. The burden shall be on JMS and Parent to establish the number of days, following the first established violation, on which violations have not occurred. The purpose of this provision is to prevent JMS and Parent from profiting from their own wrongs if JMS or cause any entity with which Parent violates the Employee is affiliated to hire any such employees or former employees of TXENagreement contained in subparagraph (a) hereof. (c) Engage inJMS and Parent acknowledge and recognize that a violation of this Section 6.2 by JMS or Parent may cause irreparable and substantial damage and harm to Buyer, represent could constitute a failure of consideration, and that money damages will not provide a full remedy for Buyer for such violations. JMS and Parent agree that in the event of a breach of this Section 6.2, Buyer will be entitled, if it so elects, to institute and prosecute proceedings at law or in equity, to enforce the specific performance of this Section 6.2 by JMS and Parent, and to enjoin JMS and Parent from engaging in any way or be connected withactivity in violation hereof. JMS and Parent hereby consent to service of process, as consultantin personam jurisdiction, officersubject matter jurisdiction and venue in the Circuit Court of Shelby County, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except Alabama and in the United States District Court for the ownership Northern District of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management Alabama. JMS and Parent further recognize that any material breach of any covenant, representation or control position), warranty herein will authorize Buyer to withhold any business competing with the business of TXEN as conducted by TXEN on the date hereof or during the period of Employee's employment by TXEN. (d) As used herein, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases payments to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN made pursuant to the Stock Purchase Option Agreement. The above periods this Agreement in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also appliedaccordance with Section 10.5.

Non-Solicitation and Non-Competition. During (a) Executive acknowledges and agrees that Executive’s services to the Restriction Company and the other Ladder Companies are and will be unique in nature, that during his or her term of employment that Executive will be provided access to Confidential Information about the Company’s commercial real estate finance related products and services (the “Business”), and that the Company and the other Ladder Companies would be irreparably harmed if Executive were to provide such products or services to any person or entity competing with the Ladder Companies within the restricted time periods set forth herein, or were otherwise to solicit business relations, with whom Executive maintained material contacts related to the Business while employed by the Company. Therefore, in further consideration of the compensation to be paid to Executive hereunder, Executive agrees that: (i) during the Employment Period and for the 365-day period immediately thereafter (as hereinafter definedcollectively, the “Restrictive Period”), Executive shall not, directly or indirectly, either for Executive or for any other person or entity: (A) permit Executive’s name to be used by or participate in any business or enterprise that engages in the Business anywhere within the United States of America(or the planning for any business or enterprise that proposes to engage in the Business anywhere within the United States) (subject to the Company’s continued payments set forth below); or (B) without any geographical restrictions, solicit or permit Executive’s name to be used by any business or enterprise that engages in the Employee shall not directly or indirectly: (a) Solicit the Business to solicit business of TXEN from any customer, client or investor (or prospective customer, client or investor) with whom Executive had material contacts in connection with the Business during the twelve (12) months immediately preceding the end of the Employment Period; and (ii) during the Employment Period and for the eighteen month period immediately thereafter, solicit, hire, retain as an employee or independent contractor, or interfere with any Ladder Company’s relationship with any employee, investor, or customer of TXEN any Ladder Company (or any entity controlled by TXEN person who was an employee, investor, or solicit customer of any employees of TXEN to leave Ladder Company within the employ of TXENthen past twelve months). (b) Directly For purposes of this Section 9, the term “participate in” shall include, without limitation, having any direct or indirectlyindirect interest in any business entity, hire whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any employees direct or former employees indirect service or assistance to any business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing herein will prohibit Executive from mere passive ownership of TXEN not more than 2% of the outstanding stock of any wholesale construction or industrial supply company whose stock is traded on a national securities exchange or in the over the counter market. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such person or entity as an owner of stock or other ownership interests in any entity controlled by TXEN within one year pursuant to the charter or other organizational documents of such entity, but shall preclude, without limitation, any involvement in the date day to day operations of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXENentity. (c) Engage inIf, represent in any way at the time of enforcement of this Section 9, a court shall hold that the duration or scope restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope reasonable under such circumstances shall be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except substituted for the ownership of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management stated duration or control position), any business competing with scope and that the business of TXEN as conducted court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by TXEN on the date hereof or during the period of Employee's employment by TXENlaw. (d) As used Each of Executive and the Company acknowledges and agrees that the Company will suffer irreparable harm from a breach by Executive of any of the covenants or agreements contained in Section 5 or this Section 9. Executive further acknowledges that the restrictive covenants set forth in this Section 9 are of a special, unique, and extraordinary character, the loss of which cannot be adequately compensated by monetary damages. Executive agrees that the terms and provisions of this Section 9 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. Executive acknowledges that, but for Executive’s agreements to be bound by the restrictive covenants set forth in Section 5 and this Section 9, the Company would not have entered into this Agreement. In the event of an alleged or threatened breach by Executive of any of the provisions of Section 5 or this Section 9, the Company or its successors or assigns may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, the extension of the Restrictive Period by a period equal to the duration of the violation of this Section 9). (e) The refusal or failure of the Company to enforce any of the restrictive covenants set forth in Section 5 or this Section 9 against Executive, for any reason, shall not constitute an act of precedent or a defense to the enforcement by the Company of the restrictive covenants set forth herein, nor shall it give rise to any claim or cause of action by Executive against the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases Company. If any action should have to be employed brought by TXEN and/or (ii) 60 months after NRC purchases the Company against Executive to enforce the restrictive covenants set forth in Section 5 or this Section 9, the Company is entitled to seek preliminary and permanent injunctive relief restraining Executive from violating any of such restrictive covenants and shall be entitled to seek all other legal and equitable remedies provided under New York law. Executive expressly acknowledges that the restrictive covenants set forth in Section 5 or this Section 9 apply to any successor or assign of the capital stock Company as a direct third-party beneficiary and that such restrictive covenants are expressly intended for the benefit of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also appliedsuch successor or assign.

Non-Solicitation and Non-Competition. During the Restriction Period (as hereinafter defined) within the United States of America, the Employee shall not directly or indirectly: (a) Solicit the business of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN to leave the employ of TXEN. (b) Directly or indirectly, hire any employees or former employees of TXEN or any entity controlled by TXEN within one year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN. (c) Engage in, represent in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN on the date hereof or during the period of Employee's employment by TXEN. (d) As used herein, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 36 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 36 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also applied.

Non-Solicitation and Non-Competition. During the Restriction Period (as hereinafter defined) within the United States of America, the Employee shall not directly or indirectly: (a) Solicit the business of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN to leave the employ of TXEN. (b) Directly or indirectly, hire any employees or former employees of TXEN or any entity controlled by TXEN within one year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN. (c) Engage in, represent in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN on the date hereof or during the period of Employee's employment by TXEN. (d) As used herein, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 36 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii7 (d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 36 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also applied.

Non-Solicitation and Non-Competition. During (a) Each Seller agrees that during the Restriction Period period beginning on the date hereof and ending on the fifth anniversary of the date hereof (as hereinafter defined) within the United States of America“Non-Solicitation Period”), the Employee such Seller shall not directly or indirectly: indirectly (ai) Solicit induce or attempt to induce any officer, employee, representative or agent of the business of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN Company (an “Employee”) to leave the employ of TXEN. the Company, (bii) Directly or indirectly, hire any employees or former employees of TXEN Senior Executive or any entity controlled by TXEN within one person who was a salesperson at any time during the year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated prior to hire any such employees or former employees of TXEN. (c) Engage in, represent in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN on the date hereof or during the Non-Solicitation Period, except such persons whose employment with the Company was terminated by the Company (other than for cause) at least one year prior to date of hiring, or (iii) in any other way interfere with the relationship between the Company and any Employee. (b) Each Seller agrees that during the period beginning on the date hereof and ending on the fifth anniversary of Employee's employment the date hereof (the “Non-Compete Period”), such Seller shall not, without the prior written consent of Buyer, directly or indirectly, anywhere in the North America (the “Territory”) (i) form, acquire, finance, operate, control or otherwise become associated with an enterprise which is substantially the same as, or competitive with, the business of the Company as now conducted (a “Competing Business”) or (ii) for the purpose of conducting or engaging in a Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any clients, suppliers, customers or accounts of the Company. Notwithstanding the foregoing, each Seller may engage in the retail purchase and sale of products that are distributed by TXENany Competing Business and may be employed by a supplier of any Competing Business. (c) Each Seller agrees that (i) the covenants set forth in Section 8.2(a) and 8.2(b) are reasonable in temporal and geographical scope and in all other respects, and (ii) the covenants contained herein have been made in order to induce the Company and Buyer to enter into this Agreement. (d) As used hereinBuyer and Sellers intend that the covenants of Section 8.2(b) shall be deemed to be a series of separate covenants, one for each county or province of each and every state, territory or jurisdiction of each country within the Territory and one for each month of the Non-Compete Period. (e) If, at the time of enforcement of Section 8.2(a) and 8.2(b), a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the Restriction Period parties agree that the maximum duration or scope under such circumstances shall mean be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period while the Employee is employed and scope permitted by TXEN and the following periods:law. (if) 36 months after Each Seller recognizes and affirms that in the date the Employee ceases to event of its or her breach of any provision of Section 8.2(a) and 8.2(b), money damages would be employed by TXEN and/or (ii) 60 months after NRC purchases all inadequate and none of the capital stock Company or Buyers would have adequate remedy at law. Accordingly, each Seller agrees that in the event of TXEN pursuant to a breach or a threatened breach of any of the Stock Purchase Option Agreement. The above periods in sections 7(d)(iprovisions of Section 8.2(a) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN8.2(b), the Restriction Period Company and Buyer, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of 7(d)(iilaw or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation of Section 8.2(a) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXENand 8.2(b), the Restriction Non-Solicitation Period of section 7(d)(i) or the Non-Compete Period, respectively, shall apply even though the Restriction Period of 7(d)(ii) also appliedbe tolled until such breach or violation has ceased.

Non-Solicitation and Non-Competition. During In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of Executive’s employment with the Company and its Subsidiaries (including its predecessors) Executive has and shall become familiar with the Company’s (and its Subsidiaries) trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and affiliates and that Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries and affiliates, and, therefore, Executive agrees that: (a) from the date of this Agreement and during the Restriction Period (as hereinafter defined) within the United States of Americadefined below), the Employee Executive shall not directly or indirectly: (a) Solicit indirectly solicit or induce, attempt to solicit or induce or assist any person soliciting or inducing any employee of the business of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN Company to leave the employ of TXEN.the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof; provided, however, that the foregoing shall not apply to (a) general solicitations for employment, including through search firms, that are not specifically directed at employees of the Company and its Subsidiaries, (b) hiring any person who responds solely as a result of such general solicitations or contacts Employee on his or her own initiative without any direct or indirect solicitation or encouragement from you or your Representatives, and (c) hiring any person whose employment with the Company or its Subsidiaries has ceased prior to any discussions with Executive with respect to prospective employment; and (b) Directly from the date of this Agreement and during the Restriction Period, without the prior written consent of the Company, Executive shall not, engage in, directly or indirectly, hire anywhere in the Restricted Area (as defined below), any employees business or former employees enterprise which distributes, provides, renders or sells products or services which compete with the business of TXEN the Company or any entity controlled by TXEN within one year of its Subsidiaries (collectively, the “Restricted Business”); except that if a court or arbitrator finds that such definition of Restricted Business not necessary to protect legitimate business interests of the date Company, the Restricted Business shall be defined to mean any business or enterprise which distributes, provides, renders or sells products or services which compete with the business of termination of his employment with TXEN designing and distributing original equipment manufacturer, military or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN.aftermarket suspension and related products; and (c) Engage from the date of this Agreement and during the Restriction Period, Executive shall not in any way, directly or indirectly, for the purpose of engaging in any business that competes with the Restricted Business, call upon, solicit, advise, or otherwise do, or attempt to do, business with any customers, vendors or suppliers that were customers, vendors or suppliers of the Company or any Subsidiary (including its predecessors) within one year prior to the Executive’s termination date any individual Executive was either involved with (directly or indirectly) or about which Executive received Confidential Information (but in each case only as such solicitation or other contact relates to the Restricted Business), or induce or attempt to induce any such customer, vendor or supplier not to do business with the Company or any Subsidiary; and (d) Executive shall not make any negative or disparaging statements or communications about the Company, any Subsidiary or affiliate, or any of their respective directors, officers, employees or stockholders. Nothing in this Agreement prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict, the Executive from making disclosures required by the SEC. For purposes of this Agreement, the term “engage in” (or variations thereof) means to own an interest in, represent manage, operate, join, control, lend money to, or render financial or other assistance to, or participate in any way or be connected with, either as consultantan officer, officeremployee, partner, member, stockholder, director, partnerconsultant and/or similar service provider capacity, employeeany person that competes with the Restricted Business either directly or through an affiliate anywhere in the world; provided, sales representativehowever, proprietorthat, stockholder or otherwise (except for the purposes of this Agreement, ownership of a less voting securities having no more than 1% stock interest five percent of the outstanding voting power of any such person that are listed on any national securities exchange or traded actively in a publiclynational over-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN on the date hereof or during the period of Employee's employment by TXEN. (d) As used herein, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) the-counter market shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases deemed to be employed by TXEN, the Restriction Period in violation of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also appliedthis Agreement so long as Executive has no other connection or relationship with such Person.

Non-Solicitation and Non-Competition. During In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of Executive’s employment with the Company and its Subsidiaries (including its predecessors) Executive has and shall become familiar with the Company’s (and its Subsidiaries) trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and affiliates and that Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries and affiliates, and, therefore, Executive agrees that: (a) from the date of this Agreement and during the Restriction Period (as hereinafter defined) within the United States of Americadefined below), the Employee Executive shall not directly or indirectly: (a) Solicit indirectly solicit or induce, attempt to solicit or induce or assist any person soliciting or inducing any employee of the business of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN Company to leave the employ of TXEN.the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof; provided, however, that the foregoing shall not apply to (a) general solicitations for employment, including through search firms, that are not specifically directed at employees of the Company and its Subsidiaries, (b) hiring any person who responds solely as a result of such general solicitations or contacts Employee on his or her own initiative without any direct or indirect solicitation or encouragement from you or your Representatives and (c) hiring any person whose employment with the Company or its Subsidiaries has ceased prior to any discussions with Executive with respect to prospective employment; and (b) Directly from the date of this Agreement and during the Restriction Period, without the prior written consent of the Company, Executive shall not, engage in, directly or indirectly, hire anywhere in the Restricted Area (as defined below), any employees business or former employees enterprise which distributes, provides, renders or sells products or services which compete with the business of TXEN the Company or any entity controlled by TXEN within one year of its Subsidiaries (collectively, the “Restricted Business”); except that if a court or arbitrator finds that such definition of Restricted Business not necessary to protect legitimate business interests of the date Company, the Restricted Business shall be defined to mean any business or enterprise which distributes, provides, renders or sells products or services which compete with the business of termination of his employment with TXEN designing and distributing original equipment manufacturer, military or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN.aftermarket suspension and related products; and (c) Engage from the date of this Agreement and during the Restriction Period, Executive shall not in any way, directly or indirectly, for the purpose of engaging in any business that competes with the Restricted Business, call upon, solicit, advise, or otherwise do, or attempt to do, business with any customers, vendors or suppliers that were customers, vendors or suppliers of the Company or any Subsidiary (including its predecessors) within one year prior to the Executive’s termination date any individual Executive was either involved with (directly or indirectly) or about which Executive received Confidential Information (but in each case only as such solicitation or other contact relates to the Restricted Business), or induce or attempt to induce any such customer, vendor or supplier not to do business with the Company or any Subsidiary; and (d) Executive shall not make any negative or disparaging statements or communications about the Company, any Subsidiary or affiliate, or any of their respective directors, officers, employees or stockholders. Nothing in this Agreement prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict, the Executive from making disclosures required by the SEC. For purposes of this Agreement, the term “engage in” (or variations thereof) means to own an interest in, represent manage, operate, join, control, lend money to, or render financial or other assistance to, or participate in any way or be connected with, either as consultantan officer, officeremployee, partner, member, stockholder, director, partnerconsultant and/or similar service provider capacity, employeeany person that competes with the Restricted Business either directly or through an affiliate anywhere in the world; provided, sales representativehowever, proprietorthat, stockholder or otherwise (except for the purposes of this Agreement, ownership of a less voting securities having no more than 1% stock interest five percent of the outstanding voting power of any such person that are listed on any national securities exchange or traded actively in a publiclynational over-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN on the date hereof or during the period of Employee's employment by TXEN. (d) As used herein, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) the-counter market shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases deemed to be employed by TXEN, the Restriction Period in violation of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also appliedthis Agreement so long as Executive has no other connection or relationship with such Person.

Non-Solicitation and Non-Competition. (a) During the Restriction Period “Non-Competition Period” (as hereinafter defined) within the United States of America, the Employee shall not not, directly or indirectly: , anywhere in the world, (ai) Solicit employ or solicit for employment, or assist in any way in solicitation for employment, any person employed by the Employer or any of its Subsidiaries or Affiliates then or at any time within the preceding 12 months; (ii) solicit, or assist in any way in the solicitation of business from any of the Employer’s or its Subsidiaries’ or Affiliates’ clients or prospective clients, either for the Employee’s own benefit or the benefit of anyone other than the Employer, its Subsidiaries or Affiliates, unless the business being solicited is not competitive with the services or products provided by the Employer, its Subsidiaries or Affiliates; (iii) induce or attempt to induce any of TXEN the Employer’s or its Subsidiaries’ or Affiliates’ customers or prospective customers to reduce its purchase of services or products from the Employer, its Subsidiaries or Affiliates or to cease having the Employer or its Subsidiaries or Affiliates provide services or prospective services or develop products or prospective products for any such customer or prospective customer; or (iv) except through the Employer, Winston, Opko or Exopharma, engage in, carry on, participate in or have a financial interest in, or assist, consult or advise any individual or entity engaging in, carrying on or participating in, any business relating to the research and development, manufacture, sale, distribution or marketing of TXEN any products competitive with products sold by, proposed to be sold by, or under development by Employer, its Subsidiaries or Affiliates. Clause (i) shall not restrict Employee from publishing general solicitations for employment, not directed toward a particular person or persons. Clause (ii) shall not apply to Employee’s passive ownership of no more than 2% of any entity controlled by TXEN or solicit any employees of TXEN to leave the employ of TXENpublicly traded entity. (b) Directly or indirectlyFor purposes of this Employment Agreement, hire any employees or former employees of TXEN or any entity controlled by TXEN within one year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN. (c) Engage in, represent in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest in a publiclyterm “Non-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN on the date hereof or during Competition Period” shall include the period of Employee's employment by TXEN. (d) As used herein, the Restriction Period shall mean the period while the that Employee is employed or retained by TXEN Employer (or an Affiliate or Subsidiary of Employer) and the following periods: for a period of twenty-four (i24) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also appliedEmployment Termination Date.

Non-Solicitation and Non-Competition. During In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of Executive’s employment with Parent, the Company and its Subsidiaries (including its predecessors) Executive has and shall become familiar with the Company’s (and Parent and its Subsidiaries) trade secrets and with other Confidential Information concerning Parent, the Company and its Subsidiaries and affiliates and that Executive’s services have been and shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries and affiliates, and, therefore, Executive agrees that: (a) from the date of this Agreement and during the Restriction Period (as hereinafter defined) within the United States of Americadefined below), the Employee Executive shall not directly or indirectly: (a) Solicit indirectly solicit or induce, attempt to solicit or induce or assist any person soliciting or inducing any employee of Parent, the business of TXEN from any customer of TXEN Company or any entity controlled by TXEN or solicit any employees of TXEN its Subsidiaries to leave the employ of TXENParent, the Company or such Subsidiary, or in any way interfere with the relationship between Parent, the Company or such Subsidiary and any employee thereof; provided, however, that the foregoing shall not apply to (i) general solicitations for employment, including through search firms, that are not specifically directed at employees of Parent, the Company or any of its Subsidiaries, (ii) hiring any person who responds solely as a result of such general solicitations or contacts Employee on his or her own initiative without any direct or indirect solicitation or encouragement from you or your Representatives and (iii) hiring any person whose employment with Parent, the Company or any of its Subsidiaries has ceased prior to any discussions with Executive with respect to prospective employment. (b) Directly from the date of this Agreement and during the Restriction Period, without the prior written consent of the Company, Executive shall not, engage in, directly or indirectly, hire anywhere in the Restricted Area (as defined below), any employees business or former employees enterprise which distributes, provides, renders or sells products or services which compete with the business of TXEN Parent, the Company or any entity controlled by TXEN within one year of its Subsidiaries (collectively, the “Restricted Business”); except that if a court or arbitrator finds that such definition of Restricted Business not necessary to protect legitimate business interests of the date Company, the Restricted Business shall be defined to mean any business or enterprise which distributes, provides, renders or sells products or services which compete with the business of termination of his employment with TXEN designing and distributing original equipment manufacturer, military or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN.aftermarket suspension and related products, and (c) Engage from the date of this Agreement and during the Restriction Period, Executive shall not in any way, directly or indirectly, for the purpose of engaging in any business that competes with the Restricted Business, call upon, solicit, advise, or otherwise do, or attempt to do, business with any customers, vendors or suppliers that were customers, vendors or suppliers of the Parent, the Company or any of its Subsidiaries (including its predecessors) within one year prior to the Executive’s termination date any individual Executive was either involved with (directly or indirectly) or about which Executive received Confidential Information (but in each case only as such solicitation or other contact relates to the Restricted Business), or induce or attempt to induce any such customer, vendor or supplier not to do business with the Parent, the Company or any of its Subsidiaries, and (d) Executive shall not make any negative or disparaging statements or communications about Parent, the Company or any of its Subsidiaries or affiliates, or any of their respective directors, officers, employees or stockholders. Nothing in this Agreement prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict, the Executive from making disclosures required by the SEC. For purposes of this Agreement, the term “engage in” (or variations thereof) means to own an interest in, represent manage, operate, join, control, lend money to, or render financial or other assistance to, or participate in any way or be connected with, either as consultantan officer, officeremployee, partner, member, stockholder, director, partnerconsultant and/or similar service provider capacity, employeeany person that competes with the Restricted Business either directly or through an affiliate anywhere in the world; provided, sales representativehowever, proprietorthat, stockholder or otherwise (except for the purposes of this Agreement, ownership of a less voting securities having no more than 1% stock interest five percent of the outstanding voting power of any such person that are listed on any national securities exchange or traded actively in a publiclynational over-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN on the date hereof or during the period of Employee's employment by TXEN. (d) As used herein, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) the-counter market shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases deemed to be employed by TXEN, the Restriction Period in violation of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also appliedthis Agreement so long as Executive has no other connection or relationship with such Person.

Non-Solicitation and Non-Competition. i. Executive acknowledges and agrees that (1) the services, duties and responsibilities to be rendered by Executive to the Company and the Affiliated Entities under this Agreement are of a special and unique character; (2) Executive will obtain knowledge and skill relevant to the Company’s (and Affiliated Entities’) industry, methods of doing business and marketing strategies by virtue of Executive’s employment; and (3) Executive shall be given access to and training regarding Confidential Information as well as knowledge of the Company’s and Affiliated Entities’ current and prospective clients, clients, vendors and suppliers. ii. During Executive’s employment with the Company and work for the Affiliated Entities, and for twelve (12) months following the termination thereof for any reason (the “Non-Solicit Restricted Period”), Executive shall not solicit for business or accept the business of, any person or entity who is, or was at any time, a Client (as defined below) of the Company or any Affiliated Entities. iii. Throughout the Non-Solicit Restricted Period, Executive shall not, directly or indirectly, employ, solicit for employment, or otherwise contract for or hire, the services of any individual who is then an employee of or consultant to the Company or any Affiliated Entities or who was an employee of the Company or any Affiliated Entities during the Term or the twelve (12) month period preceding the termination of Executive’s employment with the Company or work for the Affiliated Entities. iv. Throughout the Non-Solicit Restricted Period, Executive shall not take any action that could reasonably be expected to have the effect of encouraging or inducing DOCPROPERTY "DocID" \* MERGEFORMAT 4894-7632-2147.1 any employee, consultant, representative, officer, or director of the Company or any Affiliated Entities to cease their relationship with the Company or any Affiliated Entities for any reason. v. During the Restriction Period Term and for six (as hereinafter defined6) within months following the termination of Executive’s employment for any reason (the “Non-Compete Restricted Period” and together with the Non-Solicit Restricted Period, the “Restricted Period”), Executive will not anywhere in the United States of America(1) carry on or engage in, the Employee shall not directly or indirectly: (a) Solicit the business of TXEN from , any customer of TXEN business, partnership, firm, corporation or any other entity controlled by TXEN which wholly or solicit any employees of TXEN to leave the employ of TXEN. (b) Directly or indirectly, hire any employees or former employees of TXEN or any entity controlled by TXEN within one year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN. (c) Engage in, represent in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest significant part engages in a publicly-traded corporation where Employee is not in a management or control position), any business competing with the business Company or any Affiliated Entity (“Competing Business”) or (2) directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of TXEN as conducted (or an independent contractor to), control or participate in or loan money to any business, individual, partnership, firm, corporation, or other entity which engages in a Competing Business. Notwithstanding the restrictions contained in this Section, Executive may own an aggregate of not more than 5% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over- the-counter market by TXEN on a member of a national securities exchange, without violating the date hereof provisions of this Section, provided that Executive does not have the power,directly or during indirectly, to control or direct the period management or affairs of Employee's employment by TXENany such corporation and is not involved in the management of such corporation. (d) As used hereinvi. For purposes of this Agreement, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also applied.term “

Non-Solicitation and Non-Competition. During (a) Each Seller agrees that during the Restriction Period period beginning on the date hereof and ending on the fifth (as hereinafter defined5th) within anniversary of the United States of AmericaClosing Date (the “Restricted Period”), the Employee such Seller shall not directly or indirectly: indirectly (aexcept on behalf of a Target Company) Solicit the business (i) induce or attempt to induce any officer, employee, consultant, physician or radiologist of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN Target Company (other than such Seller) (an “Employee”) to leave the employ of TXENany Target Company, or (ii) hire any Employee or any person who is or was an Employee. (b) Directly Each Seller agrees that during the Restricted Period, such Seller shall not, without the prior written consent of Buyer, directly or indirectly, hire any employees anywhere in the Territory: (i) form, acquire, finance, operate, control or former employees of TXEN otherwise become associated with an enterprise which provides outpatient radiation and other oncology treatment services or any entity controlled by TXEN within one year other oncology services of any nature, including urology, medical oncology and surgical oncology services, or otherwise provides similar services to oncology patients or is otherwise competitive with the businesses of the date Target Companies as now conducted or planned to be conducted (a “Competing Business”) or (ii) for the purpose of termination conducting or engaging in a Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any patients, clients, suppliers, business partners, customers or accounts of the Target Companies. Notwithstanding the foregoing, (x) each Seller may be a passive owner (which shall not prohibit the exercise of any rights as a shareholder) of not more than 3% of the outstanding stock of any class of any public corporation that engages in a Competing Business, and (y) in the event a Seller’s employment by SFM is terminated by SFM without Cause (as defined in such Seller’s then-applicable employment agreement with SFM) prior to the expiration of the Restricted Period, such Seller shall be permitted to work for an existing radiation therapy provider as a radiation oncologist following the expiration of the applicable noncompete period under such Seller’s employment agreement with SFM, provided that (1) such Seller does not receive any profits interests or any equity or equity-based interest in connection with such subsequent employment (whether as part of his employment with TXEN compensation or cause otherwise) and (2) such Seller is not otherwise in violation of any entity with which of the Employee is affiliated to hire any such employees or former employees provisions of TXENthis Section 6.2. (c) Engage in, represent Buyer and Sellers agree that (i) the covenants set forth in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management or control positionSections 6.2(a), any business competing with 6.2(b) and 6.2(c) are reasonable in temporal and geographical scope and in all other respects, and (ii) the business of TXEN as conducted by TXEN on covenants contained herein have been made in order to induce the date hereof or during the period of Employee's employment by TXENCompany and Buyer to enter into this Agreement. (d) As used hereinBuyer and Sellers intend that the covenants of Sections 6.2(b) and 6.2(c) shall be deemed to be a series of separate covenants, one for each county within the Territory and one for each month of the Non-Compete Period. (e) If, at the time of enforcement of Sections 6.2(a), 6.2(b) or 6.2(c) a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the Restriction parties agree that the maximum duration or scope under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by Law. (f) Each Seller recognizes and affirms that in the event of its or his breach of any provision of Section 6.2(a), 6.2(b) or 6.2(c), money damages would be inadequate and neither the Company nor Buyer would have adequate remedy at law. Accordingly, each Seller agrees that in the event of a breach or a threatened breach of any of the provisions of Section 6.2(a), 6.2(b) or 6.2(c), the Company and Buyer, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a material breach or violation of Section 6.2(a) or Section 6.2(b), the Restricted Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also appliedtolled until such breach or violation has ceased.

Non-Solicitation and Non-Competition. i. Executive acknowledges and agrees that (1) the services, duties and responsibilities to be rendered by Executive to the Company and the Affiliated Entities under this Agreement are of a special and unique character; (2) Executive will obtain knowledge and skill relevant to the Company’s (and Affiliated Entities’) industry, methods of doing business and marketing strategies by virtue of Executive’s employment; and (3) Executive shall be given access to and training regarding Confidential Information as well as knowledge of the Company’s and Affiliated Entities’ current and prospective clients, clients, vendors and suppliers. ii. During Executive’s employment with the Company and work for the Affiliated Entities, and for twelve (12) months following the termination thereof for any DOCPROPERTY "DocID" \* MERGEFORMAT 4876-0893-9619.1 reason (the “Non-Solicit Restricted Period”), Executive shall not solicit for business or accept the business of, any person or entity who is, or was at any time, a Client (as defined below) of the Company or any Affiliated Entities. iii. Throughout the Non-Solicit Restricted Period, Executive shall not, directly or indirectly, employ, solicit for employment, or otherwise contract for or hire, the services of any individual who is then an employee of or consultant to the Company or any Affiliated Entities or who was an employee of the Company or any Affiliated Entities during the Term or the twelve (12) month period preceding the termination of Executive’s employment with the Company or work for the Affiliated Entities. iv. Throughout the Non-Solicit Restricted Period, Executive shall not take any action that could reasonably be expected to have the effect of encouraging or inducing any employee, consultant, representative, officer, or director of the Company or any Affiliated Entities to cease their relationship with the Company or any Affiliated Entities for any reason. v. During the Restriction Period Term and for six (as hereinafter defined6) within months following the termination of Executive’s employment for any reason (the “Non-Compete Restricted Period” and together with the Non-Solicit Restricted Period, the “Restricted Period”), Executive will not anywhere in the United States of America(1) carry on or engage in, the Employee shall not directly or indirectly: (a) Solicit the business of TXEN from , any customer of TXEN business, partnership, firm, corporation or any other entity controlled by TXEN which wholly or solicit any employees of TXEN to leave the employ of TXEN. (b) Directly or indirectly, hire any employees or former employees of TXEN or any entity controlled by TXEN within one year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN. (c) Engage in, represent in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest significant part engages in a publicly-traded corporation where Employee is not in a management or control position), any business competing with the business Company or any Affiliated Entity (“Competing Business”) or (2) directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of TXEN as conducted (or an independent contractor to), control or participate in or loan money to any business, individual, partnership, firm, corporation, or other entity which engages in a Competing Business. Notwithstanding the restrictions contained in this Section, Executive may own an aggregate of not more than 5% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by TXEN on a member of a national securities exchange, without violating the date hereof provisions of this Section, provided that Executive does not have the power, directly or during indirectly, to control or direct the period management or affairs of Employee's employment by TXENany such corporation and is not involved in the management of such corporation. (d) As used hereinvi. For purposes of this Agreement, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also applied.term “

Non-Solicitation and Non-Competition. During (a) Each Seller agrees that during the Restriction Period period beginning on the date hereof and ending on the fifth (as hereinafter defined5th) within anniversary of the United States of AmericaClosing Date (the “Restricted Period”), the Employee such Seller shall not directly or indirectly: indirectly (aexcept on behalf of a Target Company) Solicit the business (i) induce or attempt to induce any officer, employee, consultant, physician or radiologist of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN Target Company (other than such Seller) (an “Employee”) to leave the employ of TXENany Target Company, or (ii) hire any Employee or any person who is or was an Employee. (b) Directly Each Seller agrees that during the Restricted Period, such Seller shall not, without the prior written consent of Buyer, directly or indirectly, hire any employees anywhere in the Territory: (i) form, acquire, finance, operate, control or former employees of TXEN otherwise become associated with an enterprise which provides outpatient radiation and other oncology treatment services or any entity controlled by TXEN within one year other oncology services of any nature, including urology, medical oncology and surgical oncology services, or otherwise provides similar services to oncology patients or is otherwise competitive with the businesses of the date Target Companies as now conducted or planned to be conducted (a “Competing Business”) or (ii) for the purpose of termination conducting or engaging in a Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any patients, clients, suppliers, business partners, customers or accounts of the Target Companies. Notwithstanding the foregoing, (x) each Seller may be a passive owner (which shall not prohibit the exercise of any rights as a shareholder) of not more than three percent (3%) of the outstanding stock of any class of any public corporation that engages in a Competing Business, and (y) in the event a Seller’s employment by SFM is terminated by SFM without Cause (as defined in such Seller’s then-applicable employment agreement with SFM) prior to the expiration of the Restricted Period, such Seller shall be permitted to work for an existing radiation therapy provider following the expiration of the applicable noncompete period under such Seller’s employment agreement with SFM, provided that (1) such Seller does not receive any profits interests or any equity or equity-based interest in connection with such subsequent employment (whether as part of his employment with TXEN compensation or cause otherwise) and (2) such Seller is not otherwise in violation of any entity with which of the Employee is affiliated to hire any such employees or former employees provisions of TXENthis Section 6.2. (c) Engage in, represent Buyer and the Sellers agree that (i) the covenants set forth in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management or control positionSections 6.2(a), any business competing with 6.2(b) and 6.2(c) are reasonable in temporal and geographical scope and in all other respects, and (ii) the business of TXEN as conducted by TXEN on covenants contained herein have been made in order to induce the date hereof or during the period of Employee's employment by TXENCompany and Buyer to enter into this Agreement. (d) As used hereinBuyer and Sellers intend that the covenants of Sections 6.2(b) and 6.2(c) shall be deemed to be a series of separate covenants, one for each county within the Territory and one for each month of the Restricted Period. (e) If, at the time of enforcement of Sections 6.2(a), 6.2(b) or 6.2(c) a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the Restriction parties agree that the maximum duration or scope under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by Law. (f) Each Seller recognizes and affirms that in the event of its or his breach of any provision of Section 6.2(a), 6.2(b) or 6.2(c), money damages would be inadequate and neither the Company nor Buyer would have adequate remedy at law. Accordingly, each Seller agrees that in the event of a breach or a threatened breach of any of the provisions of Section 6.2(a), 6.2(b) or 6.2(c), the Company and Buyer, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a material breach or violation of Section 6.2(a) or Section 6.2(b), the Restricted Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also appliedtolled until such breach or violation has ceased.

Non-Solicitation and Non-Competition. i. Executive acknowledges and agrees that (1) the services, duties and responsibilities to be rendered by Executive to the Company and the Affiliated Entities under this Agreement are of a special and unique character; (2) Executive will obtain knowledge and skill relevant to the Company’s (and Affiliated Entities’) industry, methods of doing business and marketing strategies by virtue of Executive’s employment; and (3) Executive shall be given access to and training regarding Confidential Information as well as knowledge of the Company’s and Affiliated Entities’ current and prospective clients, clients, vendors and suppliers. ii. During Executive’s employment with the Company and work for the Affiliated Entities, and for twelve (12) months following the termination thereof for any 4857-6394-4720.3 reason (the “Non-Solicit Restricted Period”), Executive shall not solicit for business or accept the business of, any person or entity who is, or was at any time, a Client (as defined below) of the Company or any Affiliated Entities. iii. Throughout the Non-Solicit Restricted Period, Executive shall not, directly or indirectly, employ, solicit for employment, or otherwise contract for or hire, the services of any individual who is then an employee of or consultant to the Company or any Affiliated Entities or who was an employee of the Company or any Affiliated Entities during the Term or the twelve (12) month period preceding the termination of Executive’s employment with the Company or work for the Affiliated Entities. iv. Throughout the Non-Solicit Restricted Period, Executive shall not take any action that could reasonably be expected to have the effect of encouraging or inducing any employee, consultant, representative, officer, or director of the Company or any Affiliated Entities to cease their relationship with the Company or any Affiliated Entities for any reason. v. During the Restriction Period Term and for six (as hereinafter defined6) within months following the termination of Executive’s employment for any reason (the “Non-Compete Restricted Period” and together with the Non-Solicit Restricted Period, the “Restricted Period”), Executive will not anywhere in the United States of America(1) carry on or engage in, the Employee shall not directly or indirectly: (a) Solicit the business of TXEN from , any customer of TXEN business, partnership, firm, corporation or any other entity controlled by TXEN which wholly or solicit any employees of TXEN to leave the employ of TXEN. (b) Directly or indirectly, hire any employees or former employees of TXEN or any entity controlled by TXEN within one year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN. (c) Engage in, represent in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest significant part engages in a publicly-traded corporation where Employee is not in a management or control position), any business competing with the business Company or any Affiliated Entity (“Competing Business”) or (2) directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of TXEN as conducted (or an independent contractor to), control or participate in or loan money to any business, individual, partnership, firm, corporation, or other entity which engages in a Competing Business. Notwithstanding the restrictions contained in this Section, Executive may own an aggregate of not more than 5% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by TXEN on a member of a national securities exchange, without violating the date hereof provisions of this Section, provided that Executive does not have the power, directly or during indirectly, to control or direct the period management or affairs of Employee's employment by TXENany such corporation and is not involved in the management of such corporation. (d) As used hereinvi. For purposes of this Agreement, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods: (i) 36 months after the date the Employee ceases to be employed by TXEN and/or (ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also applied.term “

Non-Solicitation and Non-Competition. During the Restriction Period (as hereinafter defined) within the United States of America, the Employee shall not directly or indirectly: (a) Solicit As a material inducement for Buyer to enter into this Agreement, and in order to protect the business goodwill that is conveyed hereunder, Seller agrees to comply and shall cause its Affiliates (collectively, the “Restricted Parties” and each a “Restricted Party”) to comply with the terms of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN to leave the employ of TXENthis Section 6.14. (b) Directly Until the 18-month anniversary of the Closing Date, Seller will not and will cause each Restricted Party to not, directly or indirectlyindirectly through any Person (whether as an officer, hire director, manager, member, employee, partner or equityholder), solicit, induce or hire, or attempt to solicit, induce or hire, or otherwise encourage any employees Continuing Employee to terminate such Person’s employment with (in the case of an employee) or former employees cease providing such Person’s services to (in the case of TXEN a consultant or agent) the Companies, Buyer or any entity controlled by TXEN within one year of Buyer’s Affiliates; provided that the Restricted Parties shall not be precluded from conducting general solicitations for employment or other services contained in a newspaper, other periodical or on the internet or hiring any such Continuing Employee who responds thereto, so long as such solicitations are not targeted at employees, consultants or agents of the date Companies, Buyer or any of termination of his Buyer’s Affiliates or from hiring any such Continuing Employee whose employment with TXEN the Companies, Buyer or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXENBuyer’s Affiliates has been terminated for a period of sixty (60) days. (c) Engage inUntil the 12-month anniversary of the Closing Date, represent the Restricted Parties shall not directly or indirectly manage, operate, own, or provide funding to or invest in any way Person that manages or operates any gas gathering system or gas processing plant in each case that is located within twenty (20) miles of the Lane Gas Processing Facility (the “Competitive Activities”). Notwithstanding the foregoing, none of the following shall be connected withdeemed a violation of this Section 6.14 nor shall the restrictive covenants in this Section 6.14 prevent or prohibit the Restricted Parties from taking any of the following actions: (i) engaging in or consummating a Change of Control, including if a Person or Persons become an Affiliate of Seller as consultanta result of the Change of Control and such Person or Persons engages in Competitive Activities at the time of such Change of Control; (ii) entering into or consummating any merger, officerjoint venture or any other business transaction or combination with any Person that participates in the Competitive Activities at the time of the closing of such merger, directorjoint venture or business transaction or combination, partnerso long as neither the Seller nor its Affiliates manages or exercises control over the Competitive Activities of such Person; (iii) acquiring a direct or indirect interest, employeeby joint venture, sales representativemerger, proprietorstock purchase, stockholder asset purchase or otherwise other business purchase or combination, in a business (except the “Acquired Business”) that is engaged in the Competitive Activities so long as the Competitive Activities do not represent more than fifty percent (50%) of the gross revenues of such Acquired Business; (iv) engaging in any (A) expansion or extension of the Double E Pipeline, including interconnecting the Double E Pipeline with other systems, or (B) managing, operating, owning, funding, or investing in any Person or business development activity to increase Double E Pipeline’s access to or receipts of natural gas supplies downstream of processing; or (v) performing services for or engaging in any business with Buyer or any of its Affiliates or Subsidiaries, including performing any duties or obligations as may be required pursuant to the ownership Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.14, the Parties acknowledge and agree that in the event of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management Change of Control, this Section 6.14 shall terminate and Seller and its Affiliates shall no longer be bound by or control position), any business competing with subject to the business of TXEN as conducted by TXEN on the date hereof or during the period of Employee's employment by TXENrestrictive covenants herein. (d) As used hereinEach Restricted Party acknowledges and agrees that the scope of activity restrictions, and duration of the Restriction Period shall mean covenants contained in Section 6.14(b) and Section 6.14(c) are the period while the Employee is employed by TXEN result of arm’s-length bargaining and the following periods: are fair and reasonable in light of (i) 36 months after the date Restricted Parties’ level of control over and contact with the Employee ceases to be employed by TXEN and/or Companies’ and Buyer’s (and any of its respective subsidiaries’) business, and association with the Companies and Buyer’s (and any of its respective subsidiaries’) goodwill in all jurisdictions in which the Companies and Buyer (and any of its respective subsidiaries) conduct business; and (ii) 60 months after NRC purchases all the consideration that Seller is receiving in connection with the transactions contemplated by this Agreement and the goodwill being conveyed and for which Buyer is paying. Each Restricted Party further acknowledges and agrees that the restrictions set forth in Section 6.14(b) and Section 6.14(c) do not impose any greater restraint than is necessary to protect the legitimate business interests of Buyer, have been specifically negotiated by sophisticated commercial parties, and constitute a material inducement for Buyer enter into this Agreement and consummate the capital stock of TXEN pursuant to the Stock Purchase Option transactions contemplated by this Agreement. The above periods covenants contained in sections 7(d)(iSection 6.14(b) and 7(d)(iiSection 6.14(c) and each provision (and portion) hereof are severable and distinct covenants and provisions (and portions). The invalidity or unenforceability of any such covenant or provision (or portion) as written shall not invalidate or render unenforceable the remaining covenants or provisions (or portions) hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision (or portion) in any other jurisdiction. It is the desire and intent of the Buyer and the Restricted Parties that the provisions of Section 6.14(b) and Section 6.14(c) (and all portions thereof) be enforced to the fullest extent permitted under applicable Law. Each Restricted Party acknowledges that Section 6.14(b) and Section 6.14(c) are reasonable and enforceable in all respects; nonetheless, if any of the restrictions of Section 6.14(b) and Section 6.14(c) (or any portions thereof) are found by a court of competent jurisdiction to be unreasonable, overly broad, or otherwise unenforceable, Buyer and the Restricted Parties intend that such restrictions (and the applicable portions thereof) shall not be mutually exclusive. For example, if NRC purchases the capital stock thereby terminated but shall be modified by such court of TXEN more than 36 months after the Employee ceases competent jurisdiction so as to be employed by TXENvalid and enforceable and, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarlyas so modified, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases fully enforced. Each Restricted Party further acknowledges that a breach or threatened breach of Section 6.14(b) and Section 6.14(c) would cause irreparable harm to Buyer for which it would have no adequate remedy at Law, that it would be impractical and extremely difficult to determine Buyer’s and its Affiliates’ damages in the capital stock event of TXENa breach or threatened breach, and that Buyer and its Affiliates shall be entitled to seek immediate injunctive relief and specific performance as remedies for any such breach in accordance with Section 10.24. Such remedies shall not be the Restriction Period exclusive remedies for a breach or threatened breach of section 7(d)(iSection 6.14(b) and Section 6.14(c) but shall apply even though be in addition to all other remedies available at law an equity, including the Restriction Period recovery of 7(d)(ii) also applieddamages.