Shareholder represents and warrants that Shareholder: (i) is the record and beneficial owner of and has the right to vote the Shares set forth opposite Shareholder’s name on Exhibit A hereto, which at the date hereof are free and clear of any liens; (ii) has the power and authority to make, enter into and carry out the terms of this Agreement; (iii) the covenants in Sections 1, 2 and 3 hereof are supported by good and adequate consideration; (iv) the geographic scope of the covenants herein is reasonable and necessary; (v) the goodwill associated with the existing business, customers, employees, consultants and assets of the Company prior to the Merger is an integral component of the value of the Company to Parent and is reflected in the consideration payable to Shareholder; and (v) the duration, geography and activities precluded by the covenants herein are reasonable and necessary to protect the legitimate business interests of Parent and to protect and preserve Parent’s benefit of the bargain in the purchase of the Company and the goodwill of the business combination that will result from the Merger.