Common use of Assistance to Competitors Clause in Contracts

Assistance to Competitors. During the Term, Executive shall not, except as provided below, own a material interest in (other than up to two percent of the voting securities of a publicly traded corporation), render financial assistance to, or offer personal services to (whether for payment or otherwise), any entity or individual that competes with the Company in the Company Business or any entity or individual that the Company has reviewed as a business or investment opportunity in any given three-month period. “Company Business” shall mean the Company’s oil and gas business as it is conducted or proposed to be conducted on the effective date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Executive shall have the right to own a material interest in, render financial assistance to and/or offer personal services to any entity or individual in connection with a project or opportunity in which: (i) such entity or individual produces, or proposes to produce, hydrocarbons through surface or subsurface gas/water separation and disposal; or (ii) the Company has failed or declined to exercise its right of first refusal described below. Executive agrees that he will, in writing, offer the Company a right of first refusal to pursue all opportunities which he desires to pursue involving the exploration, development and production of hydrocarbons which do not involve, or are proposed to involve, surface or subsurface gas/water separation and disposal. The parties acknowledge and agree that Executive has no obligation to offer opportunities to the Company which involve, or which are proposed to involve, surface or subsurface gas/water separation and disposal. This right of first refusal shall include such information in Executive’s possession as shall be reasonably necessary to evaluate the economic viability and risks of pursuing each such opportunity. Company shall exercise its right of first refusal to pursue such an opportunity by giving Executive written notice of its exercise within ten business days of its receipt of Executive’s written offer.

Assistance to Competitors. During the Term, Executive shall not, except as provided below, own a material interest in (other than up to two percent of the voting securities of a publicly traded corporation), render financial assistance to, or offer personal services to (whether for payment or otherwise), any entity or individual that competes with the Company in the Company Business or any entity or individual that the Company has reviewed as a business or investment opportunity in any given three-month period. “Company Business” shall Business”shall mean the Company’s oil and gas business as it is conducted or proposed to be conducted on the effective date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Executive shall have the right to own a material interest in, render financial assistance to and/or offer personal services to any entity or individual in connection with a project or opportunity in which: (i) such entity or individual produces, or proposes to produce, hydrocarbons through surface or subsurface gas/water separation and disposal; or (ii) the Company has failed or declined to exercise its right of first refusal described below. Executive agrees that he will, in writing, offer the Company a right of first refusal to pursue all opportunities which he desires to pursue involving the exploration, development and production of hydrocarbons which do not involve, or are proposed to involve, surface or subsurface gas/water separation and disposal. The parties acknowledge and agree that Executive has no obligation to offer opportunities to the Company which involve, or which are proposed to involve, surface or subsurface gas/water separation and disposal. This right of first refusal shall include such information in Executive’s possession as shall be reasonably necessary to evaluate the economic viability and risks of pursuing each such opportunity. Company shall exercise its right of first refusal to pursue such an opportunity by giving Executive written notice of its exercise within ten business days of its receipt of Executive’s written offer.

Assistance to Competitors. During Subject to the Termterms of the Consulting and Management Services Agreements, Executive shall notnot during the Term, except as provided below, in the Paragraphs in this Agreement entitled “The Company’s Relationship with Rover and Roadrunner” and “Employment and Duties,” own a material interest in (other than up to two percent of the voting securities of a publicly traded corporation), render financial assistance to, or offer personal services to (whether for payment or otherwise), any entity or individual that competes with the Company in the Company Business or any entity or individual that the Company has reviewed as a business or investment opportunity in any given three-month period. “Company Business” shall mean the Company’s specific oil and gas business projects undertaken by the Company and as to which it is conducted or proposed to be conducted on retains an economic interest during the effective date of this AgreementTerm. Notwithstanding anything to the contrary set forth in this Agreement, Executive shall have the right to own a material interest in, render financial assistance to and/or offer personal services to any entity or individual in connection with a project or opportunity in which: (i) such entity or individual produces, or proposes to produce, hydrocarbons through surface or subsurface gas/water separation and disposal; which Executive is entitled to pursue pursuant to the terms of this Agreement, the Consulting Agreement or the Management Services Agreement; or (iiiii) the Company has failed or declined to exercise its right of first refusal described below. Subject to the terms of the Consulting and Management Services Agreements, Executive agrees that during the Term he will, in writing, offer the Company a right of first refusal to pursue all opportunities which he desires to pursue involving the exploration, development and production of hydrocarbons which do not involve, or which are proposed to involve, surface or subsurface gas/water separation and disposal. The parties acknowledge and agree that Executive has no obligation to offer opportunities to the Company which involve, or which are proposed to involve, surface or subsurface gas/water separation and disposaldisposal or which otherwise fall within the ambit of this Agreement, the Consulting and/or the Management Services Agreement. This right of first refusal shall include such information in Executive’s possession as shall be reasonably necessary to evaluate the economic viability and risks of pursuing each such opportunity. Company shall exercise its right of first refusal to pursue such an opportunity by giving Executive written notice of its exercise within ten business days of its receipt of Executive’s written offer.