Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. The Shareholders hereby irrevocably constitute and appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇, with full power of substitution and re-substitution, as its and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the "Shareholder Representative"), with full power to act for and on behalf of the Shareholders, and each of them, for all purposes under this Agreement and in connection with the transactions contemplated hereby including, without limitation, for purposes of: (i) determining the amount of damages suffered or incurred by the Shareholders, (ii) receiving notices from iBIZ given under this Agreement, of which the Shareholder Representative will give a copy to the Investors and the Shareholders, (iv) approving and agreeing with iBIZ as to additions, deletions, changes, modifications and amendments to this Agreement and the Annexes hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Shareholders, and (v) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Shareholders) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. The Shareholder Representative shall be entitled to reimbursement by the Shareholders from the consideration actually payable to the Shareholders or otherwise for all reasonable costs and expenses incurred by him in fulfilling his duties hereunder, and the Investors and the Shareholders agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of shares of Common Stock owned immediately after the Closing. The Shareholders agree that the Shareholder Representative may make reasonable requests for advances to cover such costs and expenses, and the Shareholders shall promptly make such advances. In no event shall iBIZ be liable for any costs or expenses of any nature incurred by the Shareholder Representative in its capacity as such. THE SHAREHOLDERS JOINTLY AND SEVERALLY, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SHAREHOLDERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION. iBIZ shall not have any obligation or liability to indemnify or defend the Shareholder Representative in respect of any claim or liability asserted against the Shareholder Representative by any of the Shareholders or his successors or assigns. All determinations, decisions, actions and the like made by the Shareholder Representative shall be final, conclusive and binding upon all the Shareholders and all persons claiming under or through them.

Shareholder Representative. The 7.6.1 In order to administer efficiently the defense and/or settlement of any Parent claims for which the Company Shareholders hereby may be required to indemnify any Parent Indemnified Parties pursuant to Article 7 hereof, and to administer efficiently the notice provisions under this Agreement, all holders of shares of Company Capital Stock, by their acceptance of merger consideration hereunder, irrevocably constitute and appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇, with full power of substitution and re-substitution, the Shareholder Representative as its and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the "Shareholder Representative"), with full power of substitution in the premises), and, by his execution hereof, the Shareholder Representative hereby accepts such appointment. For purposes of this Section 7.6, “Company Shareholder” shall mean all holders of Company Capital Stock, Company Warrants and Company Options. 7.6.2 The Company Shareholders hereby authorize the Shareholder Representative to act (i) take all action necessary or desirable in connection with the defense and/or settlement of any Parent claims for which the Company Shareholders may be required to indemnify any Parent Indemnified Party pursuant to Article 7 hereof, and (ii) give and receive all notices required to be given under this Agreement, the Escrow Agreement and the other agreements contemplated hereby to which the Company Shareholders or their respective properties or assets are subject. 7.6.3 Notwithstanding anything in Article 7 to the contrary, to the extent that any Parent Indemnified Party makes a claim solely and directly against any Party (and not from the Escrow Fund) for fraud or intentional misrepresentation, such claim and any notices, negotiations, defense or settlements of such claim may only be made to and against such particular Company Shareholder and the Shareholder Representative shall have no authority to receive notices, compromises or settlements or defend or take any other action on behalf of such Company Shareholder. 7.6.4 In the event that the Shareholder Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Company Shareholders who held a majority of the voting power represented by the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, shall select another representative to fill such vacancy, and such substituted representative shall be deemed to be the Shareholder Representative for all purposes of this Agreement. If the position of Shareholder Representative shall remain vacant for more than 60 days, Parent may designate any Company Shareholder as the Shareholder Representative, and such Company Shareholder shall serve as the Shareholder Representative until the Company Shareholders shall elect a successor pursuant to this Section 7.6.4. 7.6.5 All decisions and actions by the Shareholder Representative, including the defense and/or settlement of any Parent claims for which the Company Shareholders may be required to indemnify any Parent Indemnified Party pursuant to Article 7 shall be binding upon all of the Company Shareholders, and no Company Shareholder shall have the right to object, dissent, protest or otherwise contest the same. 7.6.6 The Company Shareholders agree that: 7.6.6.1 Parent shall be able to rely conclusively on the instructions and decisions of the Shareholder Representative as to the settlement of any Parent claims for indemnification of any Parent Indemnified Party pursuant to Article 7 or any other actions required to be taken by the Shareholder Representative hereunder, and no Party hereunder shall have any cause of action against any Parent Indemnified Party for any action taken by any Parent Indemnified Party in reliance upon the instructions or decisions of the Shareholder Representative. Notices or communications to or from the Shareholder Representative constitute notice to or from each of them, the Company Shareholders for all purposes under this Agreement. 7.6.6.2 All actions, decisions and instructions of the Shareholder Representative shall be conclusive and binding upon all Company Shareholders and no Company Shareholder shall have any cause of action against the Shareholder Representative for any action taken or not taken, decision made or instruction given by the Shareholder Representative under this Agreement, except for fraud, gross negligence, willful misconduct or bad faith by the Shareholder Representative. 7.6.6.3 The Company Shareholders shall indemnify and hold harmless, in proportion to their respective distributions of merger consideration, the Shareholder Representative from all loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the Shareholder Representative’s execution and performance of this Agreement and the Escrow Agreement, and his actions hereunder and thereunder, except for fraud, willful misconduct or gross negligence by the Shareholder Representative. 7.6.6.4 The provisions of this Section 7.6 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Shareholder may have in connection with the transactions contemplated hereby including, without limitation, for purposes of: (i) determining the amount of damages suffered or incurred by the Shareholders, (ii) receiving notices from iBIZ given under this Agreement. 7.6.6.5 The provisions of this Section 7.6 shall be binding upon the heirs, legal representatives, successors and assigns of which each Company Shareholder, and any references in this Agreement to a Company Shareholder shall mean and include the Shareholder Representative will give a copy successors to the Investors and the Shareholders, (iv) approving and agreeing with iBIZ as to additions, deletions, changes, modifications and amendments to this Agreement and the Annexes hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any rights of such documents that would materiallyCompany Shareholder hereunder, financially whether pursuant to testamentary disposition, the laws of descent and adversely affect the Shareholdersdistribution, and (v) settling finally and completely any disputes assignment or controversies among the parties hereto (other than solely among the Shareholders) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. otherwise. 7.6.6.6 The Shareholder Representative shall be entitled paid a fee of $100,000 for the performance of his duties and responsibilities under this Agreement and the Escrow Agreement and that such fee shall constitute a Transaction Cost pursuant to reimbursement by the Shareholders from the consideration actually payable to the Shareholders or otherwise for all reasonable costs Section 2.6.7. 7.6.7 All fees and expenses incurred by him in fulfilling his duties hereunder, and the Investors and the Shareholders agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of shares of Common Stock owned immediately after the Closing. The Shareholders agree that the Shareholder Representative may make reasonable requests for advances to cover such costs and expenses, and the Shareholders shall promptly make such advances. In no event shall iBIZ be liable for any costs or expenses of any nature incurred by the Shareholder Representative in its capacity as such. THE SHAREHOLDERS JOINTLY AND SEVERALLYconnection with this Agreement in an amount up to $250,000 shall be paid directly from the Escrow Fund within five business days following a written request by the Shareholder Representative. 7.6.8 From and after the Effective Time, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SHAREHOLDERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION. iBIZ Parent shall not have any obligation or liability cause the Surviving Corporation to indemnify or defend provide the Shareholder Representative in respect with reasonable access during normal business hours to specifically identified information about the Surviving Corporation solely for purposes of objecting to or verifying or resolving any claim or liability asserted against disputed indemnification claims under this Agreement, provided that the Shareholder Representative by any of shall treat all such information at all times as confidential (except in connection with the Shareholders or his successors or assigns. All determinations, decisions, actions and the like made performance by the Shareholder Representative shall be final, conclusive and binding upon all of his duties or the exercise of his rights under this Agreement). 7.6.9 The Shareholder Representative is hereby authorized by the Company Shareholders and all persons claiming under or through themto enter into the Escrow Agreement on the behalf of each of the Company Shareholders.

Shareholder Representative. (a) The Shareholders hereby irrevocably constitute and appoint John Gilmer Mebane, III as "SHAREHOLDER REPRESENTATIVE". The ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, with full power of substitution entative will be agent and re-substitution, as its and their true and lawful agent, attorney-in-fact for and representative (such person on behalf of each of the Shareholders and his appointed and designated successor or successors being herein referred to as the "Shareholder Representative"), with shall have full power and authority to act represent all of the Shareholders and their successors with respect to all matters arising under this Agreement. All actions taken by the Shareholder Representative hereunder shall be binding upon all Shareholders and their successors as if expressly confirmed and ratified in writing by each of them, including, but not limited to, resolving all claims relating the Escrow and any indemnification claims and obligations. The Shareholder Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Shareholders, and each of themas fully as if he were acting on his own behalf, for all purposes under this Agreement and in connection with the transactions contemplated hereby including, without limitation, for purposes of: (i) determining consenting to, compromising or settling issues with respect to the amount of damages suffered or incurred by the Shareholders, (ii) receiving notices from iBIZ given Escrow and all such indemnity claims with Buyer under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, or accountants in connection with the foregoing matters. Without limiting the generality of which the foregoing, the Shareholder Representative will give a copy shall have full power and authority to interpret all the Investors terms and the Shareholders, (iv) approving and agreeing with iBIZ as to additions, deletions, changes, modifications and amendments to provisions of this Agreement and the Annexes hereto, except with respect to consent to any addition, deletion, change, modification or amendment hereof on behalf of all Shareholders and such successors. The Person designated to serve as the Shareholder Representative may be changed by the Shareholders who are entitled to receive a material financial term or condition majority of any the Escrow when and if it becomes payable hereunder from time to time upon not less than ten days prior written notice to Buyer. No bond shall be required of such documents that would materially, financially and adversely affect the ShareholdersShareholder Representative, and the Shareholder Representative shall receive no compensation for services but shall be entitled to be reimbursed by the Shareholders for reasonable expenses incurred in the performance of his duties hereunder, including expenses of legal counsel. All such expenses shall be payable from the Escrow, if sufficient. (vb) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Shareholders) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. The Shareholder Representative shall not be entitled liable to reimbursement by Shareholders for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the Shareholders from the consideration actually payable exercise of reasonable judgment, and any act done or omitted pursuant to the written advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall severally indemnify the Shareholder Representative and hold him harmless from and against any loss, liability or otherwise for all reasonable costs expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and expenses incurred by him arising out of or in fulfilling connection with the acceptance and administration of his duties hereunder, and the Investors and the Shareholders agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of shares of Common Stock owned immediately after the Closing. . (c) The Shareholders agree that the Shareholder Representative may make reasonable requests for advances shall treat confidentially and not disclose any nonpublic information from or about Buyer or the Company to cover anyone (except on a need to know basis to individuals who agree to treat such costs and expensesinformation confidentially). (d) A decision, and the Shareholders shall promptly make such advances. In no event shall iBIZ be liable for any costs act, consent or expenses instruction of any nature incurred by the Shareholder Representative in its capacity as such. THE SHAREHOLDERS JOINTLY AND SEVERALLY, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SHAREHOLDERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION. iBIZ shall not have any obligation or liability to indemnify or defend the Shareholder Representative in respect of any claim or liability asserted against the Shareholder Representative by any of the Shareholders or his successors or assigns. All determinations, decisions, actions and the like made by the Shareholder Representative shall be final, conclusive and binding upon constitute a decision of all the Shareholders and all persons claiming under shall be final, binding and conclusive upon each such Shareholder, and Buyer may rely upon any decision, act, consent or through theminstruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every such Shareholder. The Custodian, Buyer and the Company are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.

Shareholder Representative. The Shareholders 15.16.1 Each Selling Shareholder hereby irrevocably constitute authorizes and appoint appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as the Shareholder Representative, with full power of substitution and re-substitutionresubstitution, as his or its and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the "Shareholder Representative"), with full power to act for and on behalf of the Shareholders, and each of them, for all purposes under this Agreement and in connection with the transactions contemplated hereby including, without limitation, for purposes of: (i) determining the amount of damages suffered or incurred by the Shareholders, (ii) receiving notices from iBIZ given under this Agreement, of which Transactions. 15.16.2 Each Selling Shareholder agrees that the Shareholder Representative will give a copy shall have the full power, authority and right to perform, do and take any and all actions he deems necessary or advisable to carry out the Investors and the Shareholders, (iv) approving and agreeing with iBIZ as to additions, deletions, changes, modifications and amendments to purposes of this Agreement and the Annexes heretoTransactions all without liability to such Selling Shareholder, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Shareholders, and (v) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Shareholders) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. The Shareholder Representative shall be entitled to reimbursement by the Shareholders from the consideration actually payable to the Shareholders or otherwise for all reasonable costs and expenses incurred by him in fulfilling his duties hereunder, and the Investors and the Shareholders agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of shares of Common Stock owned immediately after the Closing. The Shareholders agree that the Shareholder Representative may make reasonable requests for advances to cover such costs and expenses, and the Shareholders shall promptly make such advances. In no event shall iBIZ be liable for any costs or expenses of any nature incurred so long as same are carried out by the Shareholder Representative in its capacity good faith. Such actions include the power to amend, modify or waive any agreement in the name of each Selling Shareholder as such. THE SHAREHOLDERS JOINTLY AND SEVERALLYif such Selling Shareholder had himself amended, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SHAREHOLDERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION. iBIZ shall not have any obligation modified or liability to indemnify or defend the Shareholder Representative in respect of any claim or liability asserted against the Shareholder Representative by any of the Shareholders or his successors or assigns. All determinations, decisions, actions and the like made by waived such agreement; provided that the Shareholder Representative shall have no power to alter any term of this Agreement which would reduce the amount or change the type of Merger Consideration to be finalreceived by any Selling Shareholder unless a majority of the Selling Shareholders shall so agree. In particular, conclusive but not by way of limitation, the Shareholder Representative shall have the power to make and binding upon all carry out decisions under this Agreement or in furtherance of the Transactions on behalf of each Selling Shareholder and to sign documents and make filings on behalf of each Selling Shareholder as if such Selling Shareholder had himself or itself signed or filed such document. 15.16.3 Each Selling Shareholder understands and agrees that this appointment is irrevocable. 15.16.4 The Shareholder Representative may resign at any time. Upon such resignation, each Selling Shareholder hereby authorizes the Shareholder Representative to appoint a new Shareholder Representative to replace such resigning Shareholder Representative with the same powers and duties as such resigning Shareholder Representative, provided that such newly appointed Shareholder Representative shall have been a Selling Shareholder immediately prior to the First Merger Effective Time. 15.16.5 If the Shareholder Representative or any successor shall die, or become unable to act as the Shareholder Representative, a replacement shall promptly be appointed by a writing signed by Selling Shareholders and all persons claiming under or through them.who received a majority of the Merger Consideration, provided that such newly appointed Shareholder Representative shall have been a Selling Shareholder immediately prior to the First Merger Effective Time. [Signature page follows]

Shareholder Representative. The Shareholders hereby irrevocably constitute and appoint ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is hereby appointed as the “Shareholder Representative”, with full whose appointment will be ratified by the shareholders of the Company prior to the Effective Time pursuant to the Accredited Shareholder Agreements and Letters of Transmittal and the Unaccredited Shareholder Agreements and Letters of Transmittal which are delivered prior to the Effective Time and whose appointment will also be ratified by the Unaccredited Shareholders and Eligible Stock Option Holders after the Effective Time pursuant to each Unaccredited Shareholder Agreement and Letter of Transmittal and each Optionholder Letter of Transmittal, respectively. The Shareholder Representative shall have the power and authority to act for all purposes under this Agreement on behalf of substitution all of the Eligible Shareholders, Eligible Stock Option Holders and re-substitutionholders of Shares and Company Stock Options (except Dissenting Shareholders) who have not yet become Eligible Shareholders or Eligible Stock Option Holders. By delivery of his, her or its respective Accredited Shareholder Agreement and Letter of Transmittal, Unaccredited Shareholder Agreement and Letter of Transmittal, or Optionholder Letter of Transmittal, as applicable, each former shareholder of the Company and holder of a Company Stock Option shall be deemed at the Effective Time to have irrevocably appointed the Shareholder Representative as his, her or its and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the "Shareholder Representative"), with full power agent to act for and on behalf such shareholder or holder of Company Stock Option within the scope of the Shareholders, and each of them, for all purposes under this Agreement authority given to the Shareholder Representative and in connection accordance with and pursuant to the transactions contemplated hereby other terms and conditions described in the attached Exhibit J and made a part hereof, including, without limitation, for purposes of: (i) determining the amount authority to direct the Paying Agent to receive, invest, spend and distribute the portion of damages suffered or incurred by the Shareholders, (ii) receiving notices from iBIZ given under this Agreement, of which the Shareholder Representative will give a copy to the Investors and the Shareholders, (iv) approving and agreeing with iBIZ as to additions, deletions, changes, modifications and amendments to this Agreement and the Annexes hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Shareholders, and (v) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Shareholders) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. The Shareholder Representative shall be entitled to reimbursement by the Shareholders from the consideration actually Merger Consideration payable to the Shareholders or otherwise for all Paying Agent and the authority to direct the Indemnification Escrow Agent to receive, invest, spend and distribute the Escrowed Property pursuant to the Indemnification Escrow Agreement. All reasonable costs fees and expenses incurred by him in fulfilling his duties hereunder, and the Investors and the Shareholders agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of shares of Common Stock owned immediately after the Closing. The Shareholders agree that the Shareholder Representative may make reasonable requests for advances to cover such costs and expenses, and the Shareholders shall promptly make such advances. In no event shall iBIZ be liable for any costs or expenses of any nature incurred by the Shareholder Representative in its capacity as suchconnection with this Agreement shall be borne by the Eligible Shareholders on a pro rata basis. THE SHAREHOLDERS JOINTLY AND SEVERALLYThe Indemnification Escrow Agent is authorized to reimburse the Shareholder Representative for any expenses of accountants, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SHAREHOLDERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION. iBIZ shall not have advisors and other experts, attorney’s fees, other professionals’ fees or any obligation or liability to indemnify or defend other fees, costs and expenses actually incurred by the Shareholder Representative in respect connection with defending, settling or satisfying any Actions or Orders that relate to the performance of any claim or liability asserted against the Shareholder Representative’s obligations when acting in a capacity as the Shareholder Representative by any (collectively, “Costs and Fees”) solely at the direction of the Shareholders or his successors or assignsShareholder Representative, without verification of the Costs and Fees, solely out of the Costs and Fees Escrow Amount. All determinations, decisions, actions The Shareholder Representative shall only direct the Indemnification Escrow Agent to distribute the Costs and the like made by Fees to the Shareholder Representative in connection with Costs and Fees. Parent, Sub, the Surviving Corporation, Paying Agent and Indemnification Escrow Agent shall be final, conclusive entitled to rely on the written instructions of the Shareholder Representative and binding shall be protected from any liability of any kind for actions taken in reliance upon all the Shareholders and all persons claiming under or through themsuch written instructions.

Shareholder Representative. The (a) By virtue of the Merger and without any further action on the part of the Shareholders hereby irrevocably constitute other than the Company Shareholder Approval, from and appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇after the Effective Time, with full power of substitution the Shareholder Representative shall act as agent and re-substitution, as its and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the "Shareholder Representative"), with full power to act for and on behalf of the ShareholdersShareholders for purposes of (i) taking action or receiving notice pursuant to Article 9 and the Escrow Agreement, (ii) taking action or receiving notice in connection with the Merger Consideration Adjustment Amount pursuant to Section 2.6 and each of themthe Escrow Agreement, for (iii) taking any and all purposes actions and making any and all decisions required or permitted to be taken by the Shareholder Representative under this Agreement and in connection with the transactions contemplated hereby including, without limitation, for purposes of: (i) determining the amount of damages suffered or incurred by the Shareholders, (ii) receiving notices from iBIZ given under this Escrow Agreement, of which the Shareholder Representative will give a copy to the Investors and the Shareholders, (iv) approving exercising such rights, power and agreeing with iBIZ authority as to additions, deletions, changes, modifications and amendments to this Agreement and the Annexes hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Shareholders, and (v) settling finally and completely any disputes or controversies among the parties are incidental hereto (including the right, power and authority to retain attorneys, accountants and other than solely among advisors to assist it in the Shareholders) with respect to the interpretation or effect performance of or damages or relief under this Agreement and any and all transactions contemplated herebyits duties hereunder). The Shareholder Representative shall have the ability and power to execute and deliver all instruments, certificates and other documents of every kind incident to the foregoing and all right, power and authority to act on behalf of the Shareholders in connection herewith. Both Parent and the Surviving Corporation shall be entitled to reimbursement deal exclusively with the Shareholder Representative on all matters relating to Section 2.6, Article 9 and the Escrow Agreement. If the then-current Shareholder Representative shall resign its position or be unable to fulfill its responsibilities as agent of the Shareholders, then the Shareholders holding, immediately prior to the Closing, a majority of the Common Shares Outstanding shall select a successor shareholder representative. Any such successor shall become the “Shareholder Representative” for purposes of this Agreement and the Escrow Agreement; and no such resignation of the then-current Shareholder Representative shall be effective as to the then-current Shareholder Representative until the new Shareholder Representative shall accept such appointment. (b) The Shareholder Representative will receive no compensation for services as the Shareholder Representative but shall be entitled to the payment of all of its reasonable and documented out-of-pocket expenses incurred (including the costs, expenses and disbursements incurred in connection with retaining outside counsel) in connection with the performance of its duties hereunder and pursuant to the Escrow Agreement. (c) Parent shall deliver, or cause to be delivered, to a bank designated by the Shareholders Shareholder Representative, in cash, the sum of $150,000 (the “Shareholder Representative Fund Amount”), which shall be available from the consideration actually payable time to time to the Shareholders or otherwise for all reasonable costs and expenses incurred by him Shareholder Representative solely in fulfilling his duties hereunder, and connection with the Investors and provisions of Section 10.1(b). The Shareholder Representative shall maintain the Shareholders agree among themselves that such costs and expenses shall be borne pro rata among them according Shareholder Representative Fund Amount in a segregated account. (d) From time to the number of shares of Common Stock owned immediately time after the Closing. The Shareholders agree that Effective Time, the Shareholder Representative may make reasonable requests distribute to the Shareholders, in accordance with Section 1.5 of this Agreement, such portion of such sum from the Shareholder Representative Fund Amount as the Shareholder Representative reasonably determines will not be needed for advances to cover such the payment of future costs and expenses. Any portion of such sum remaining after the final resolution of all claims asserted against, or asserted by or on behalf of, the Shareholders hereunder or under the Escrow Agreement and the final distribution to the Shareholders of all monies that are or could be distributable to them hereunder or under the Escrow Agreement shall promptly make such advancesbe distributed to the Shareholders in accordance with Section 1.5 of this Agreement. In no event shall iBIZ be liable for any costs or All fees and expenses of any nature incurred by the Shareholder Representative in its capacity as such. THE SHAREHOLDERS JOINTLY AND SEVERALLY, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SHAREHOLDERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION. iBIZ shall not have any obligation or liability to indemnify or defend excess of the Shareholder Representative Fund Amount shall be paid from any funds otherwise due to the Shareholders (including from the Escrow Fund to the extent such amount is payable to the Shareholders in respect accordance with Section 2.1) in proportion to the conversion methodology set forth in Section 1.5 of any claim or liability asserted against this Agreement and if no funds are available from the Escrow Fund, then directly from the Shareholders in proportion to their Pro Rata Share. (e) Any indemnification payments owed to a Shareholder Indemnified Party pursuant to Article 9 will be effected by wire transfer of immediately available funds to an account designated by the Shareholder Representative Representative. All indemnification payments to be received by any the Shareholder Indemnified Parties in accordance with Article 9 will be allocated among the Shareholders in proportion to the conversion methodology set forth in Section 1.5 of this Agreement. (f) A decision, act, consent or instruction of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 10.3 and Section 10.4 hereof, shall constitute a decision of the Shareholders or his successors or assigns. All determinations, decisions, actions and the like made by the Shareholder Representative shall be final, binding and conclusive upon the Shareholders; and binding Parent and the Surviving Corporation may rely upon all any such decision, act, consent or instruction of the Shareholders Shareholder Representative as being the decision, act, consent or instruction of the Shareholders. Parent and all persons claiming under the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or through theminstruction of the Shareholder Representative.

Shareholder Representative. (a) The Company Shareholders hereby irrevocably constitute authorize, direct and appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇TII Shareholder Representative, LLC to act as the Shareholder Representative, with full power of substitution with respect to all matters under this Agreement, including, without limitation, determining, giving and re-substitutionreceiving notices and processes hereunder, receiving distributions of the Merger Consideration to or for the benefit of the Company Shareholders, contesting and settling any and all claims for indemnification pursuant to this Agreement, resolving any other disputes hereunder, performing the duties expressly assigned to the Shareholder Representative hereunder and to engage and employ agents and representatives and to incur such other expenses as the Shareholder Representative shall reasonably deem necessary or prudent in connection with the foregoing. The Shareholder Representative may request contributions in advance of making such expenditures. If it does not request a contribution in advance, the Company Shareholders will be liable on an Adjusted Pro Rata Basis to indemnify the Shareholder Representative for all such expenses, in accordance with Section 14.1(f). The Shareholder Representative shall have the sole and exclusive right on behalf of any Company Shareholder to take any action or provide any waiver, or receive any notice with respect to any claims for indemnification under this Agreement and to settle any claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Shareholder Representative consistent herewith, shall be absolutely and irrevocably binding on each Company Shareholder as if such Company Shareholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Company Shareholder’s individual capacity, and no Company Shareholder shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be taken by the Company Shareholders hereunder or any action which the Company Shareholders, at their election, have the right to take hereunder, shall be taken only by the Shareholder Representative and no Company Shareholder acting on its and their true and lawful agent, own shall be entitled to take any such action. (b) The appointment of the Shareholder Representative as each Company Shareholder’s attorney-in-fact and representative (revokes any power of attorney heretofore granted that authorized any other Person or Persons to represent such person and his appointed and designated successor or successors being herein referred Company Shareholder with regard to as the "Shareholder Representative"), with full power to act for and on behalf of the Shareholders, and each of them, for all purposes under this Agreement and in connection with the transactions contemplated hereby including, without limitation, for purposes of: (i) determining the amount of damages suffered or incurred by the Shareholders, (ii) receiving notices from iBIZ given under this Agreement, of which the Shareholder Representative will give a copy to Common Shares or the Investors and the Shareholders, (iv) approving and agreeing with iBIZ as to additions, deletions, changes, modifications and amendments to this Agreement and the Annexes hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Shareholders, and (v) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Shareholders) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. The appointment of the Shareholder Representative as attorney-in-fact pursuant hereto is coupled with an interest and, subject to the removal and replacement procedure set forth in Section 14.1(d), is irrevocable. The obligations of each Company Shareholder pursuant to this Agreement (i) will not be terminated by operation of law, death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to such Company Shareholder or any proceeding in connection therewith, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other event, and (ii) shall survive the delivery of an assignment by any Company Shareholder of the whole or any fraction of its interest in any payment due to it under this Agreement. (c) Each Company Shareholder hereby waives all potential conflicts of interest arising out of the Shareholder Representative’s activities or authority as the Shareholder Representative and its relationships (or the relationships of its sole member, ▇▇▇▇ ▇▇▇▇▇▇▇) with the Company or any of its Subsidiaries or affiliates (whether before or after the Closing), whether as an employee, consultant, agent, director, officer, shareholder or other representative of the Company or any of its Affiliates. (d) The term of the Shareholder Representative (the “Term”) shall commence on the date of this Agreement, and shall terminate upon the fifth anniversary of the Closing Date. During the Term, the Shareholder Representative shall be entitled to reimbursement paid an annual fee of $5,000 (payable on the date hereof and on each anniversary until the end of the Term), and shall be paid an additional fee of $100/hr for time spent by its principals in performing the Shareholders from the consideration actually Shareholder Representative’s duties under this Agreement. The annual and hourly fees payable to the Shareholders or otherwise for all reasonable costs and expenses incurred Shareholder Representative under this Section 14.1(d) are referred to collectively as the “Shareholder Rep Fees”. (e) The Shareholder Representative may resign at any time by him in fulfilling his duties hereundergiving written notice of resignation, at least thirty (30) days prior to the effectiveness of such resignation, to Parent and the Investors and the Shareholders agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of shares of Common Stock owned immediately after the ClosingCompany Shareholders. The Shareholder Representative may be removed at any time with or without cause by the approval of the holders of seventy-five percent (75%) of the Common Shares held by the Company Shareholders agree that on the Closing Date (the “Approving Holders”); the Approving Holders shall promptly notify the Shareholder Representative may make reasonable requests for advances to cover in writing of such costs and expensesremoval, and such removal shall be effective immediately upon the Shareholders Shareholder Representative’s receipt of written notice. On the effective date of any such resignation or removal, the resigning or removed Shareholder Representative shall promptly make such advancesbe discharged from its duties and obligations as the Shareholder Representative under this Agreement. On or prior to the effective date of any resignation or removal, the Approving Holders shall select a successor Shareholder Representative. In the case of a resigning Shareholder Representative, if no event successor Shareholder Representative shall iBIZ have been so appointed by the Approving Holders and shall have accepted such appointment (effective upon the effective date of resignation of the resigning Shareholder Representative), the resigning Shareholder Representative may (but shall not be liable for obligated to), on behalf of the Approving Holders, appoint a successor Shareholder Representative. Upon its acceptance of appointment as the Shareholder Representative, such successor Shareholder Representative shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Shareholder Representative. After any costs resigning Shareholder Representative’s resignation or expenses removal hereunder as the Shareholders’ Representative, the provisions of this Section 14.1 shall inure to its benefit as to any nature incurred actions taken or omitted to be taken by it while it was the Shareholder Representative. Any successor Shareholder Representative shall by means of execution of a counterpart hereof be bound by the terms of this Agreement applicable to the Shareholder Representative. (f) Subject to the provisions hereof, TII Shareholder Representative, LLC hereby accepts the foregoing appointment and agrees to serve as the Shareholder Representative. The acceptance by the Shareholder Representative of the appointment is expressly subject to, and the Company Shareholders expressly acknowledge and agree to, the limitation of the liability of the Shareholder Representative as set forth below: (i) The Shareholder Representative shall be obligated to perform only the duties specifically set forth in its capacity as such. this Agreement and in this Agreement and shall have no implied duties or obligations. (ii) THE SHAREHOLDERS JOINTLY AND SEVERALLY, AGREE THAT THE SELLER SHAREHOLDER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE COMPANY SHAREHOLDERS FOR ACTION TAKEN ANY ACT OR OMITTED OMISSION IN GOOD FAITH THE ABSENCE OF WILLFUL MISCONDUCT ON THE PART OF SHAREHOLDER REPRESENTATIVE. (iii) IN EXERCISING NO EVENT SHALL THE AUTHORITY GRANTED UNDER THIS SECTION. iBIZ SHAREHOLDER REPRESENTATIVE BE LIABLE TO ANY COMPANY SHAREHOLDERS FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGE OR LOST PROFITS OR LOSS OF BUSINESS. (iv) The Shareholder Representative may rely and shall be protected in relying upon any document or instrument believed by the Shareholder Representative to be genuine (or to be a genuine copy, facsimile, email/PDF of such document or instrument) and to have been signed by any Person, and shall not have be liable for any obligation action taken or liability omitted in accordance with the provisions of such instrument. (v) The Shareholder Representative may, from time to indemnify time (at the expense of the Company Shareholders, as provided in Section 14.1(a)), consult with legal counsel (including, without limitation, counsel that has previously represented the Company in connection with the transactions contemplated by this Agreement) with respect to any matter arising in connection with the rights or defend duties of the Shareholder Representative under this Agreement or any other document relating to the transactions contemplated by this Agreement, or in connection with the foregoing appointment, and shall not be liable to the Company Shareholders for, and shall be fully protected with respect to, any action taken or omitted in reliance upon the advice of such counsel. (g) The Company Shareholders agree to indemnify, defend, and hold harmless the Shareholder Representative against, and promptly reimburse the Shareholder Representative the full amount of, any and all losses, claims, damages, liabilities, and expenses, including all costs of investigation and counsel fees, that may be imposed on or incurred by the Shareholder Representative in respect connection with its serving as Shareholder Representative under this Agreement or arising out of any claim or liability asserted against in connection with the performance of its duties as Shareholder Representative. The obligation to indemnify shall include, without limitation, the following: (i) Any and all costs, damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, taxes and tax liabilities (including penalty and interest), encumbrances and expenses (including, without limitation, attorneys’ fees, interest and penalties) suffered, sustained, incurred or paid by the Shareholder Representative by any of the Shareholders or his successors or assigns. Representative; and (ii) All determinationscosts and expenses (including, decisionswithout limitation, actions attorneys’ fees, interest and the like made penalties) incurred by the Shareholder Representative in connection with any action, proceeding, demand, assessment or judgment arising out of or incident to any of the matters for which indemnity is provided in this Agreement. THE OBLIGATIONS OF COMPANY SHAREHOLDERS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE SHAREHOLDER REPRESENTATIVE SHALL APPLY NOTWITHSTANDING THAT THE DAMAGE OR LOSS WITH RESPECT TO WHICH SUCH INDEMNIFICATION APPLIES IS CAUSED, IN WHOLE OR IN PART, BY ANY ACT OR OMISSION OF THE SHAREHOLDER REPRESENTATIVE (INCLUDING WITHOUT LIMIATATION THE NEGLIGENCE OR GROSS NEGLIGENCE OF THE SHAREHOLDER REPRESENTATIVE), BUT SHALL NOT APPLY TO DAMAGE OR LOSS RESULTING FROM THE WILLFUL MISCONDUCT OF THE SHAREHOLDER REPRESENTATIVE. (h) The Company Shareholders expressly authorize and direct the Shareholder Representative to fund, from the Shareholder Rep Holdback, any Shareholder Rep Fees or any other amounts payable to the Shareholder Representative under this Agreement. The Company Shareholders shall be finalobligated to promptly fund their pro rata portion of any amounts payable to the Shareholder Representative pursuant to this Agreement that are in excess of the then funded Shareholder Rep Holdback, conclusive and binding the Company Shareholders’ respective liability therefor shall be determined on an Adjusted Pro Rata Basis. Furthermore, if at any time during the Term the Shareholder Representative determines that the funds remaining in the Shareholder Rep Holdback are insufficient to cover the Shareholder Rep Fees, any costs or expenses of the Shareholder Representative incurred or to be incurred in connection with the carrying out of its duties pursuant to this Agreement, and any other amounts payable to the Shareholder Representative under this Agreement, the Shareholder Representative shall have the right to require the Company Shareholders to provide additional funds to replenish the Shareholder Rep Holdback; provided, that in the event of such a request, the Company Shareholders shall be obligated to promptly fund their pro rata portion of such requested funding on an Adjusted Pro Rata Basis; and provided further, that in no event shall the balance of the Shareholder Rep Holdback exceed $1,500,000 unless approved in writing by the Approving Holders. (i) The Shareholder Rep Holdback shall be deposited in an interest bearing account in the name of the Shareholder Representative (the “Holdback Account”), and shall be applied by the Shareholder Representative in accordance with this Agreement and the Escrow Agreement. Upon expiration of the Term, the remaining balance of the Shareholder Rep Holdback shall be paid to the Company Shareholders on a pro rata basis, in accordance with each Company’s Shareholder’s respective aggregate contributions to the Shareholder Rep Holdback. If the Shareholder Representative resigns or is removed: (A) control of the Holdback Account shall transfer to the successor Shareholder Representative, the resigning or removed Shareholder Representative shall execute and deliver any documentation necessary to transfer sole control of the Holdback Account to its successor, and (B) the resigning or removed Shareholder Representative shall prepare and deliver to its successor an accounting of the Holdback Account, demonstrating in reasonable detail all contributions to and disbursements from the Holdback Account through the date of resignation or removal. (j) Without limiting any other provision of this Article 14, the Company Shareholders shall be obligated to designate and maintain, at all times from the Closing through the expiration of the Term, a Shareholder Representative with the power and authorities described in this Article 14. Any third party (including the Surviving Corporation and Parent) may rely upon all any such decision, waiver, consent, instruction or other action of the Shareholders Shareholder Representative as being the decision, waiver, consent, instruction or other action of each and all persons claiming under or through themevery Company Shareholder.

Shareholder Representative. The Shareholders hereby irrevocably constitute Based on the approval and appoint ▇appointment set forth in the Written Consents, without any further act of any Shareholder being necessary, ▇▇▇▇ ▇. ▇▇▇▇▇, with full power of substitution ▇ hereby accepts its appointment and re-substitution, as its and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred agrees to act as the "Shareholder Representative")Representative for the Indemnitors for purposes of all matters relating to Article IX hereof and the Escrow Agreement, with full including without limitation, the power to act for execute and deliver the Escrow Agreement on behalf of the Shareholders, and each of them, for . The Shareholders shall be bound by all purposes under this Agreement and in connection with the transactions contemplated hereby including, without limitation, for purposes of: (i) determining the amount of damages suffered or incurred actions taken by the Shareholders, (ii) receiving notices from iBIZ given under this Agreement, of which the Shareholder Representative will give on all matters relating to Article IX hereof and the Escrow Agreement, and Parent shall be entitled to deal exclusively with the Shareholder Representative on all such matters and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder or Indemnitor by the Shareholder Representative with respect thereto, and on any other action taken or purported to be taken on behalf of any Shareholder or Indemnitor by the Shareholder Representative with respect thereto, as fully binding upon such Shareholder or Indemnitor. If a copy majority of the Principal Stockholders shall determine to remove the Shareholders’ Representative or the Shareholders’ Representative shall resign, die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and Indemnitors, then the Shareholders shall, within ten days after such determination to remove, death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Shareholder Representative” in accordance with this Section 10.2. If for any reason there is no Shareholder Representative at any time, all references herein to the Investors and Shareholder Representative shall be deemed to refer to the Shareholders, (iv) approving and agreeing with iBIZ as to additions, deletions, changes, modifications and amendments to this Agreement and the Annexes hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Shareholders, and (v) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Shareholders) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. The Shareholder Representative shall be entitled to reimbursement by reimbursed out of the Shareholders from the consideration actually payable to the Shareholders or otherwise Escrowed Funds for all its reasonable costs and out-of-pocket expenses incurred by him in fulfilling his duties hereunder, connection with serving as the Shareholder Representative under this Agreement and the Investors and the Shareholders agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of shares of Common Stock owned immediately after the ClosingEscrow Agreement. The Shareholders agree Shareholder Representative shall at all times act in his capacity as Shareholder Representative in a manner that the Shareholder Representative may make reasonable requests for advances believes to cover such costs and expenses, and be in the Shareholders best interest of the Indemnitors. The Shareholder Representative shall promptly make such advances. In no event shall iBIZ not be liable for any costs act done or expenses of any nature incurred by the omitted hereunder as Shareholder Representative in its capacity as suchexcept for gross negligence, bad faith or willful misconduct on the part of Shareholder Representative. THE SHAREHOLDERS JOINTLY AND SEVERALLYThe Shareholder Representative may consult with legal counsel, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SHAREHOLDERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTIONindependent public accountants and other experts selected by it. iBIZ The Shareholder Representative shall not have any obligation duty to ascertain or liability to indemnify inquire as to the performance or defend the Shareholder Representative in respect observance of any claim or liability asserted against the Shareholder Representative by any of the Shareholders terms, covenants or his successors conditions of this Agreement or assignsthe Escrow Agreement. All determinationsAs to any matters not expressly provided for in this Agreement or the Escrow Agreement, decisions, actions and the like made by the Shareholder Representative shall not exercise any discretion or take any action. The Shareholders shall severally (but not jointly) indemnify Shareholder Representative and hold Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Shareholder Representative and arising out of or in connection with the acceptance or administration of Shareholder Representative’s duties hereunder and under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by Shareholder Representative. Notwithstanding the foregoing, in no event shall any Shareholder be final, conclusive and binding upon all liable under this Section 10.2 for any amount in excess of any consideration actually received in the Shareholders and all persons claiming under or through themMerger. This Section 10.2 shall survive the termination of this Agreement.