Common use of Appointment of Shareholders’ Representative Clause in Contracts

Appointment of Shareholders’ Representative. (a) If the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "Shareholders' Representative") for: ----------------------------- (i) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of the Shareholder and the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing, and (ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. (b) The appointment of the Shareholders' Representative and such agency may be changed by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faith.

Appointment of Shareholders’ Representative. (a) If the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act For purposes of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "Shareholders' Representative") for: ----------------------------- (i) each Shareholder negotiating and settling, on behalf of the Shareholder Group Corporation’s shareholders, any dispute that arises under this Agreement after the Effective Time, (except such shareholdersii) accepting delivery of notices hereunder to the former Corporation stockholders after the Effective Time, (iii) negotiating and settling matters with respect to the amounts to be paid to the holders of Units of the Liquidating Trust pursuant to the Liquidating Trust Agreement, if any, the Shareholders Representative is hereby appointed, authorized and empowered to be the exclusive representative, agent and attorney-in-fact of the Corporation shareholders and holders of Units of the Liquidating Trust, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for such Corporation shareholders or holders of Units of the Liquidating Trust at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of this Agreement and the Liquidating Trust Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Shareholders Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Shareholders Representative shall have perfected their appraisal or dissenters' rights under California Law), for and the power to take any of the following actions on behalf of the Shareholder and the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, Corporation’s former shareholders: to give and receive notices notices, communications and communications, consents under this Agreement and the Liquidating Trust Agreement on behalf of the Corporation’s former shareholders and holders of Units of the Liquidating Trust; to agree to, negotiate, enter into settlements and compromises of, and demand arbitration resolve and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing, and (ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. (b) The appointment of the Shareholders' Representative and such agency may be changed by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of twoother third-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel party intermediaries with respect to any disputes arising under this Agreement or the Liquidating Trust Agreement; and to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action taken that the Shareholders Representative, in its sole and absolute discretion, may consider necessary or omitted by proper or convenient in connection with or to carry out the Shareholders' Representative activities described in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faiththis Section 5.12.

Appointment of Shareholders’ Representative. (a) If At the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, Effective Time and without further act any action on the part of any ShareholderPerson, Xxxxx Xxxxxxxx shall TCW Special Placements Fund II, a California limited partnership, will be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "Shareholders' Representative") for: ----------------------------- (i) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of the Shareholder holders of the ZMP Shares immediately prior to the Effective Time (and any holder of Dissenting Shares at such time which can later be treated as ZMP shares as of such time) for the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders purposes of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate in carrying out the judgment functions required of the Shareholders' Representative for set forth in this Agreement and the accomplishment Escrow Agreement. Any action or decision taken by the Shareholders' Representative shall be binding and conclusive on such holders of the foregoing, and (ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofZMP Shares, and demand arbitration may be relied upon by Buyer. By accepting the Merger Consideration, each Selling Shareholder will agree to indemnify and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of hold harmless the Shareholders' Representative for the accomplishment any act or failure to act of the foregoing. (b) The appointment Shareholders' Representative taken on behalf of such Person, except for the Shareholders' Representative and such agency may be changed by Representative's gross negligence or willful misconduct. In the Shareholders from time to time upon prior written notice to iPrint; provided event that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if becomes no Escrow Shares then remain in the Escrow Accountlonger able to carry out its functions, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the a replacement Shareholders' RepresentativeRepresentative will be appointed if prior to the Effective Time, by the Board of Directors of the Company, and, if at or after the Effective Time, by majority vote of the Selling Shareholders based upon the number of the ZMP Shares held immediately prior to the Effective Time by each such Person. The From time to time the Shareholders' Representative shall have the right be entitled to resign withhold from the appointment as such upon thirty (30) days written notice any amounts payable to the Selling Shareholders and such amounts (or estimated amounts) as it deems appropriate to the Parent Corporation. Any vacancy in the position cover any expenses incurred by or on behalf of Shareholders' Representative may be filled by approval any of the holders of a majority in interest of Company, the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Selling Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices related to this Agreement, the Escrow Agreement or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Groupany other Transaction Document. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faith.

Appointment of Shareholders’ Representative. (a) If the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "ShareholdersSHAREHOLDERS' RepresentativeREPRESENTATIVE") for: -----------------------------: (i) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of the Shareholder and the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing, and (ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. (b) The appointment of the Shareholders' Representative and such agency may be changed by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faith.

Appointment of Shareholders’ Representative. (a) If CRG does hereby designate and appoint, and the Wood Proposal obtains Merger Consideration Recipients by their vote or written consent for the Wood Shareholder ApprovalMerger and acceptance of the Merger Consideration, and the Option Holders and Phantom Stock Holders by their execution and delivery of the Cancellation Agreements, shall be deemed for themselves and their personal representatives and other successors, to have constituted and appointed, effective upon from and after the Effective Time, MacDonald, the agent and attorney-in-fact of the Merger Consideration Recipients, such voteOption Holders and such Phantom Stock Holders and their respective successors, assigns, heirs, executors and without further act of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative legal representatives (the "Shareholders' Representative") for: ----------------------------- (i) each Shareholder to act as Shareholders' Representative under this Agreement and the Shareholder Group Escrow Agreement for the purpose of carrying out the provisions of this Agreement and the Escrow Agreement and to take any action and to execute any instruments which the Shareholders' Representative may deem necessary or advisable to accomplish the purposes hereof or thereof, including, without limitation, (except a) to receive all notices or other documents given or to be given to the Merger Consideration Recipients, such shareholdersOption Holders and/or such Phantom Stock Holders by Purchasers under this Agreement or the Escrow Agreement; (b) to receive and accept service of legal process in connection with any claim or other proceeding against CRG or the Merger Consideration Recipients, if anysuch Option Holders and/or such Phantom Stock Holders arising under this Agreement or the Escrow Agreement; (c) to undertake, as shall have perfected their appraisal compromise, defend and settle any such suit or dissenters' rights under California Law)proceeding; (d) to engage special counsel, for accountants and other advisors and incur such other expenses on behalf of the Shareholder and Merger Consideration Recipients, such Option Holders and/or such Phantom Stock Holders in connection with any matter arising under this Agreement or the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate in the judgment of Escrow Agreement as the Shareholders' Representative for deems appropriate; (e) to agree to any modification or amendment of this Agreement or the accomplishment Escrow Agreement and to execute and deliver an agreement of such modification or amendment; and (f) to take any actions required or permitted under this Agreement or the Escrow Agreement to protect or enforce the rights of the foregoingMerger Consideration Recipients, and (ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal Option Holders and/or such Phantom Stock Holders hereunder or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. (b) thereunder. The appointment of the Shareholders' Representative as attorney-in-fact is irrevocable and coupled with an interest. Each of the Merger Consideration Recipients by acceptance of the Merger Consideration and each Option Holder and Phantom Stock Holder by acceptance of the amounts provided for under the applicable Cancellation Agreement, hereby releases the Shareholders' Representative from liability for any action taken or not taken by him in such agency capacity except for any liability resulting from willful misconduct or gross negligence of the Shareholders' Representative in carrying out his duties hereunder. The Shareholders' Representative may resign and be changed discharged from his duties hereunder at any time by giving at least 30 days' notice of such resignation to the Shareholders from time to time Purchasers, and specifying therein a date upon prior written notice to iPrintwhich such resignation shall take effect (the "Resignation Notice"); provided provided, however, that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree shall continue to serve until a successor reasonably acceptable to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of Purchasers accepts the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses obligations under this Agreement. Upon receipt of any legal counsel retained Resignation Notice, a successor Shareholders' Representative shall be appointed by the Merger Consideration Recipients, such successor Shareholders' Representative to become the Shareholders' Representative. The Representative hereunder on the later of the date set forth in the Resignation Notice and the date on which the successor Shareholders' Representative is specifically authorized accepts such appointment. Each of the Merger Consideration Recipients, by acceptance of the Merger Consideration, and each Option Holder and Phantom Stock Holder, by acceptance of the amounts set forth in the applicable Cancellation Agreement, hereby agrees not to retain and consult with legal counsel with respect to any action taken xxx or omitted by make a claim against the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the capacity as a Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faithRepresentative.

Appointment of Shareholders’ Representative. Each of the Shareholders does hereby irrevocably make, constitute and appoint the Shareholders’ Representative as his, her or its agent, to act in his, her or its name, place and stead, as such Shareholder’s attorney-in-fact, to (ai) If execute and deliver all documents necessary or desirable to carry out the Wood Proposal obtains intent of the Wood Shareholder Approvalthis Agreement (including in the name of, effective upon or on behalf of, such voteShareholder), (ii) make all elections or decisions entered into in connection with this Agreement, (iii) hold such Shareholder’s equity securities of the Company and without further transfer, exercise or convert such equity securities, as the case may be, in accordance with the terms hereof, (iv) act on such Shareholder’s behalf in connection with all obligations and agreements of any Shareholderthe Shareholders under this Agreement, Xxxxx Xxxxxxxx shall be appointed (and by his execution v) amend, waive or otherwise change the terms or conditions of this Agreement indicates his acceptance on behalf of such appointmentShareholder, (vi) as the Shareholders' representative (the "Shareholders' Representative") for: ----------------------------- (i) each Shareholder give and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and receive on behalf of the Shareholders any and all notices from or to any Shareholder or Shareholders under the Agreement, and (vii) otherwise exercise all rights of such Shareholder and otherwise act on behalf of such Shareholder under the Agreement and in connection with the Acquisition, in each case as if such Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing, and (ii) each Shareholder and the Shareholder Group (except had personally done such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. (b) The appointment of the Shareholders' Representative and such agency may be changed by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of the Shareholders' Representativeact, and the Shareholders' ’ Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Shareholder shall not receive compensation for his services. Notices terminate such appointment or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith authority and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part agency of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' ’ Representative. The Shareholders' Representative power-of-attorney granted in this Section 2.10(a) is specifically authorized to retain coupled with an interest and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faithis irrevocable.

Appointment of Shareholders’ Representative. (a) If In order to administer efficiently: (i) the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act defense and/or settlement of any Shareholderclaims for indemnification for which the Company Shareholders may be required to provide indemnification to the Globe Group pursuant to Section 12.2 hereof and (ii) such other matters as may be specifically set forth in this Agreement, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) the Company Shareholders hereby appoint Paul Soltoff as the Shareholders' representative their agenx xxx xxxxxxentative (the "Shareholders' Representative"), with the power to resolve on their behalf all such matters (or matters reasonably incidental thereto), and the Shareholders' Representative hereby accepts such appointment. (b) for: -----------------------------Without limiting the generality of Section 3.1(a), the Company Shareholders hereby authorize the Shareholders' Representative: (i) each Shareholder and to take all action necessary in connection with the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf defense and/or settlement of the Shareholder and the Shareholder Group with respect to Wood Losses, to assert any claims for Wood Losses, which the Company Shareholders may be required to provide indemnification to the Globe Group pursuant to Article XII of this Agreement; (ii) to give and receive notices communications and communicationsnotices, executing, acknowledging, delivering, recording and filing all ancillary agreements, certificates and documents that the Shareholders' Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iii) to negotiate, agree to, negotiate, enter into settlements and compromises ofof any indemnification claims; (iv) to receive payments due under this Agreement (including the Note and, if issued, the Unconverted Preferred Note) and demand arbitration and comply with orders to acknowledge receipt for such payments; (v) to waive any breach or default under this Agreement; (vi) to exercise the rights pursuant to Section 4.2 of courts and awards of arbitrators with respect to, claims for Wood Losses, and this Agreement; and (vii) to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of to accomplish the foregoing, and. (iic) each Shareholder In the event that the Shareholders' Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, Eric Obeck shall automatixxxxx xxxl such vacancy and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect be deemed to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of be the Shareholders' Representative for all purposes of this Agreement. In the accomplishment event that Eric Obeck dies, is xxxxxx xx becomes unable to perform his responsibilities hereunder or resigns from such position, the remaining Company Shareholders shall, by election of the foregoing. Company Shareholders (bor, if applicable, their respective heirs, legal representatives, successors and assigns) The appointment who held a majority of the Company Shares issued and outstanding immediately prior to the Effective Time, select another representative to fill such vacancy and such substituted representative shall be deemed to be the Shareholders' Representative for all purposes of this Agreement. (d) All decisions and such agency may be changed actions by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not shall be removed unless holders of two-thirds binding upon all of the Escrowed Target Shareholders, and no Target Shareholder shall have the right to object, dissent, protest or otherwise contest the same. (e) The Shareholders' Representative shall be entitled to recover any out-of-pocket costs and expenses reasonably incurred by the Shareholders' Representative in good faith and in connection with actions taken by the Shareholders' Representative pursuant to this Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) from the Note and, if and at such time as the Globe Group shall not have any further rights to the Escrow Shares then (as more fully set forth in the Escrow Account (or if no Escrow Shares then remain in Agreement), the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' RepresentativeShares. The Shareholders' Representative shall have keep reasonably detailed records of the right to resign costs and expenses for which he seeks reimbursement from the appointment as such upon thirty Note. The Target Shareholders agree to reimburse the Shareholders' Representative for all expenses reasonably incurred in connection with actions taken pursuant to this Agreement. (30f) days written notice The Shareholders' Representative has a duty to serve in good faith the interests of the Target Shareholders and to perform his designated role under this Agreement, but the Parent Corporation. Any vacancy in the position of Shareholders' Representative may shall have no personal financial liability whatsoever to any person relating to his service hereunder, except that he shall be filled personally liable for any harm found in a final judgment by approval a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from his gross negligence or willful misconduct. The Target Shareholders shall indemnify the Shareholders' Representative against any loss, expense or other liability arising out of his service as the Shareholders' Representative under this Agreement, other than for harm found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from his gross negligence or willful misconduct. (g) Without limiting the generality of Section 3.1(a), by their execution of this Agreement, the Target Shareholders agree that: (i) The Globe shall be able to rely conclusively on the instructions and decisions of the holders Shareholders' Representative as to (x) the settlement of a majority any claims for indemnification by the Globe Group pursuant to Section 12.2 hereof or (y) any other actions required to be taken by the Shareholders' Representative hereunder, and no party hereunder or any Target Shareholder shall have any cause of action against the Globe Parties or any of their respective Affiliates for any action taken by any such Person in interest of reliance upon the Escrow Account (instructions or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required decisions of the Shareholders' Representative; (ii) all actions, decisions and instructions of the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from be conclusive and binding upon all of the Target Shareholders and no Target Shareholder shall have any cause of action against the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done action taken or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify not taken, decision made or instruction given by the Shareholders' Representative and hold the Shareholders' Representative harmless against any lossunder this Agreement, liability except for fraud or expense incurred without gross negligence or bad faith on the part willful breach of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained this Agreement by the Shareholders' Representative. The Shareholders' Representative is specifically authorized ; (iii) the provisions of this Section 3.1 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Target Shareholder may have in connection with the transactions contemplated by this Agreement; and (iv) the provisions of this Section 3.1 shall be binding upon the heirs, legal representatives, successors and assigns of each Target Shareholder, and any references in this Agreement to retain a Target Shareholder or the Target Shareholders shall mean and consult with legal counsel with respect include the successors to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion such Person's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and no action taken distribution or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faithotherwise.

Appointment of Shareholders’ Representative. (a) If the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (Upon and by his execution and delivery of this Agreement, each of the Shareholders, collectively and irrevocably, hereby appoint, authorize and empower the Shareholders’ Representative to act as the proxy, exclusive representative, true and lawful agent and attorney-in-fact to act on behalf of all of the Shareholders, with full power of substitution to act in the name, place and stead of the Shareholders with respect to this Agreement indicates his acceptance of such appointment) and the Transaction as the Shareholders' representative ’ Representative may deem appropriate and to act on behalf of the Shareholders, including without limitation, in any litigation or arbitration involving this Agreement and the Transaction, to do or refrain from doing all such further acts and things, and execute all such documents as the Shareholders’ Representative shall deem necessary or appropriate in connection with this Agreement, including, in connection with and to facilitate the consummation of the transactions contemplated herein, which shall include the power and authority: 5.1.1 to take any and all actions (including executing and delivering any documents, making any disbursements or distributions, incurring any costs and expenses for the "account of the Shareholders' , exercising such rights, power and authority, and making any and all decisions and determinations) that the Shareholders’ Representative determines may be required by or necessary, convenient, advisable or appropriate to facilitate the consummation of the transactions or otherwise to perform the duties of or exercise the rights granted to the Shareholders’ hereunder, including: (A) execution of the documents and certificates pursuant to this Agreement; (B) receipt of payments under or pursuant to this Agreement and disbursement thereof to the Shareholders and others, as contemplated by this Agreement; (C) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement; (D) administration of the provisions of this Agreement; (E) giving or agreeing to, on behalf of all or any of the Shareholders, any and all consents, waivers, amendments or modifications deemed by the Shareholders’ Representative", in its sole and absolute discretion, to be necessary or appropriate under this Agreement or any other agreement contemplated hereby and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (F) for: ----------------------------- amending this Agreement, any other Transaction Document or any of the instruments to be delivered to the Company hereunder or thereunder; and (iG) (1) disputing or refraining from disputing, on behalf of each Shareholder relative to any amounts to be received by such Shareholder under this Agreement or any other Transaction Document, any claim made under this Agreement or any other Transaction Document, (2) negotiating and compromising, on behalf of each such Shareholder, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other any other Transaction Document, and (3) executing, on behalf of each such Shareholder, any settlement agreement, release or other document with respect to such dispute or remedy, and (4) engaging such counsel, accountants, experts, and other advisors, agents and consultants, on behalf of itself and/or the Shareholders, as it shall deem necessary, convenient, advisable or appropriate in connection with exercising its powers and performing its function hereunder, or otherwise (and the Shareholders’ Representative shall be entitled to conclusively rely on the opinions and advice of such Persons), in each case, with such action being deemed as taken by each Shareholder Group (except as applicable) and which shall be absolutely and irrevocably binding on each Shareholder as if such shareholdersShareholder personally or in its corporate capacity had taken such action, if anyexercised such rights, power or authority or made such decision or determination in such Shareholder’s individual or corporate capacity, as shall have perfected their appraisal applicable; 5.1.2 as the representative, to enforce and protect the rights and interests of the Shareholders and to enforce and protect the rights and interests of the Shareholders’ Representative arising out of the Shareholders under or dissenters' rights in any manner relating to this Agreement and the other Transaction Documents, and each other agreement, document, instrument or certificate referred to herein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under California Law), this Agreement and/or the other Transaction Documents for and on behalf of the Shareholder and Shareholders, including asserting or pursuing any claim, action, legal proceeding or investigation against the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary Company or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing, its Affiliates; and (ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect 5.1.3 to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares refrain from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. (b) The appointment of the Shareholders' Representative and such agency may be changed by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest enforcing any right of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of and/or the Shareholders' Representative’ Representative arising out of or under or in any manner relating to this Agreement or any other Transaction Document in connection with the foregoing; provided, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications however, that no such failure to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of ’ Representative, except as otherwise provided in this Agreement or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunderother Transaction Documents, including the reasonable fees and expenses shall be deemed a waiver of any legal counsel retained such right or interest by the Shareholders' Representative. The Shareholders' ’ Representative or the Shareholders unless such waiver is specifically authorized to retain and consult with legal counsel with respect to any action taken in writing signed by the waiving party or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faith’ Representative.

Appointment of Shareholders’ Representative. (a) If the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, Xxxxx Xxxxxxxx shall shall, by virtue of the Merger, be appointed (attorney-in-fact and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "Shareholders' Representative") for: ----------------------------- (i) each Shareholder authorized and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law)empowered to act, for and on behalf of any or all of the Shareholder and the Shareholder Group Company Shareholders (with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders full power of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate substitution in the judgment premises), in accordance with this Section 2.03(c) (the above named representative, as well as any subsequent representative of the Shareholders' Representative for the accomplishment of the foregoing, and (ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. (b) The appointment of the Shareholders' Representative and such agency may be changed Company Shareholders appointed by the Shareholders from time Company Shareholders, being referred to time upon prior written notice to iPrint; provided that herein as the “Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' ’ Representative”). The Shareholders' ’ Representative shall have the right authority to resign from (i) execute and deliver the appointment Escrow Agreement as the representative of the Company Shareholders, (ii) review all claims for indemnification asserted by a Parent Indemnified Person pursuant to Section 9.02 and the reimbursement to Parent of amounts owed Parent under Section 5.11 (if any), (iii) authorize the payment or disbursement of funds with respect to or to satisfy all or any portion of any such upon thirty claims for indemnification asserted by a Parent Indemnified Person pursuant to Section 9.02 and the reimbursement to Parent of amounts owed Parent under Section 5.11 (30if any), (iv) days written notice dispute, compromise, litigate or settle on behalf of the Company Shareholders any such claims for indemnification asserted by a Parent Indemnified Person pursuant to Section 9.02 and the reimbursement to Parent of amounts owed Parent under Section 5.11 (if any), (v) give and receive all notices required to be given under this Merger Agreement by or to each Company Shareholder, (vi) execute and deliver on behalf of the Company Shareholders any documents or Agreements contemplated by or necessary or desirable in connection with the foregoing, (vii) expend reasonable amounts in connection with the performance of the Shareholders’ Representative’s obligations pursuant to this Section 2.03(c) or to defend himself against any claim arising out of the proper exercise of his authority pursuant hereto and (viii) take such further actions, including coordinating and administering post-closing matters, related to the Shareholders rights and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval obligations of the holders Company Shareholders as are authorized in this Merger Agreement and the Escrow Agreement. In the event that Xxxxx Xxxxxxxx dies, becomes legally incapacitated or resigns from such position, Xxxxxxx Xxxxxx shall fill such vacancy and shall be deemed to be the Shareholders’ Representative for all purposes of this Agreement. In the event that Xxxxxxx Xxxxxx dies, becomes legally incapacitated or resigns from such position, a successor Shareholders’ Representative shall be elected by the affirmative vote of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in Company Shareholders, with each such Company Shareholder entitled to cast one vote for each share of Company Common Stock held by such Company Shareholder immediately prior to the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group)Closing Date. No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' ’ Representative shall not be liable to any Shareholder for Company Shareholder, Parent, the Surviving Corporation or their respective Affiliates or any act done other Person with respect to any action taken or omitted hereunder to be taken by the Shareholders’ Representative in his role as Shareholders' ’ Representative while acting under or in good faith connection with this Merger Agreement and in the exercise Escrow Agreement unless such action or omission results from or arises out of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any lossfraud, liability or expense incurred without gross negligence negligence, willful misconduct or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' ’ Representative. The Shareholders' ’ Representative is specifically authorized shall be entitled to retain rely upon any instrument or writing believed by the Shareholders’ Representative to be genuine and consult with legal counsel with respect sufficient and properly presented, and shall not be liable to the Company Shareholders, Parent, Merger Sub or the Surviving Corporation for any action taken or omitted to be taken by the Shareholders' ’ Representative in such reliance. Parent, Merger Sub and the performance Surviving Corporation shall be entitled to rely on the appointment of his duties the Shareholders’ Representative pursuant to this Section 2.03(c) and exercise treat such Shareholders’ Representative as the duly appointed attorney-in-fact of his powers each Company Shareholder. Each Company Shareholder who votes in favor of the Merger and discretion hereunderthis Merger Agreement, by such vote and without any further action, and no action taken or omitted each Company Shareholder who receives any portion of the Merger Consideration in connection with the Merger, by acceptance thereof and without any further action, confirms the appointment and authority of the Shareholders' ’ Representative as set forth in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faiththis Section 2.03(c).

Appointment of Shareholders’ Representative. (a) If Each Company Participating Preferred Shareholder that accepts payment of Redemption Consideration as contemplated herein shall be deemed, by such acceptance of payment or by the Wood Proposal obtains approval of the Wood Amalgamation Agreement in satisfaction of the requisite Shareholder ApprovalApprovals, effective upon as the case may be, (i) to be bound by Article VIII hereof and (ii) to have thereby irrevocably constituted and appointed Xxxx Xxxxxxx of Updata (such voteperson and any successor or successors being the “Shareholders’ Representative”) as such Company Participating Preferred Shareholder’s true and lawful agent, proxy and attorney-in-fact pursuant to this Section 10.13. The Shareholders’ Representative shall have full power and authority to act for each Company Participating Preferred Shareholder and in each Company Participating Preferred Shareholder’s name, place and stead, and in any and all capacities to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated by this Agreement and each Ancillary Agreement upon and immediately following the Amalgamation becoming effective, as fully to all intents and purposes as such Company Participating Preferred Shareholder might or could do in person, including, without further act limitation, all decisions relating to the defense and/or settlement of any Shareholderclaims for which any Parent Indemnitee may claim to be entitled to indemnity pursuant to Article VIII hereof, Xxxxx Xxxxxxxx shall be appointed (and by his execution the amendment of this Agreement indicates his acceptance (subject to the proviso in Section 9.4), the receipt of such appointment) as all payments and notices and the giving of all consents and waivers. All decisions and actions by the Shareholders' representative (’ Representative shall be binding upon all of the "Company Participating Preferred Shareholders' Representative") for: ----------------------------- (i) each , and no Company Participating Preferred Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of the Shareholder and the Shareholder Group with respect right to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree object to, negotiatedissent from, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary protest or appropriate in otherwise contest the judgment of the Shareholders' Representative for the accomplishment of the foregoing, and (ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoingsame. (b) The appointment Each Company Participating Preferred Shareholder that accepts payment of Redemption Consideration as contemplated herein shall be deemed, by such acceptance of payment or by the approval of this Agreement in satisfaction of the Shareholders' Representative requisite Shareholder Approvals, as the case may be, to have agreed that (i) the provisions of this Section 10.13 are independent and such agency severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Company Participating Preferred Shareholder may be changed have in connection with the transactions contemplated by this Agreement, (ii) the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds remedy at law for any breach of the Escrowed Shares then in the Escrow Account provisions of this Section 10.13 would be inadequate, (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Groupiii) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required entitled to temporary and permanent injunctive relief without the necessity of proving damages if Parent brings an action to enforce the Shareholders' Representative, provisions of this Section 10.13 and (iv) the Shareholders' Representative provisions of this Section 10.13 shall not receive compensation for his services. Notices or communications to or from be binding upon the Shareholders' Representative shall constitute notice to or from the Shareholders Groupsuccessors and assigns of each Company Participating Preferred Shareholder. (c) By their approval of this Agreement, the Company Participating Preferred Shareholders shall be deemed to have waived any claims they may have or assert, including those that may arise in the future, against the Shareholders’ Representative, and any of its affiliates, for any action or inaction taken or not taken by the Shareholders’ Representative in connection herewith, provided, that the Shareholders’ Representative acts at all times in good faith and in compliance with this Agreement and applicable Laws. (d) Any notice or communication delivered by Parent, Sub or Amalco to the Shareholders’ Representative shall, as between Parent, Sub and Amalco, on the one hand, and the Company Participating Preferred Shareholders, on the other, be deemed to have been delivered to all Company Participating Preferred Shareholders. Parent, Sub and Amalco shall be entitled to rely exclusively upon any communications or writings given or executed by the Shareholders’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Shareholders’ Representative. Parent, Sub and Amalco shall be entitled to disregard any notices or communications given or made by the Company Participating Preferred Shareholders unless given or made through the Shareholders’ Representative. In addition, each Company Participating Preferred Shareholder agrees to indemnify and hold harmless the Shareholders’ Representative against any and all liabilities, losses, damages, claims, costs or expenses (“Shareholder Representative Expenses”); provided, however, that the Shareholder Representative Expenses shall not exceed $100,000 without the prior written consent of each Company Participating Preferred Shareholder. Each Company Participating Preferred Shareholder shall reimburse the Shareholders’ Representative for its Pro Rata Interest of the Shareholder Representative Expenses. (e) The Shareholders' ’ Representative may consult with legal counsel, independent public accountants and other experts selected by him or her and shall not be liable to any Company Participating Preferred Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel with respect to any action taken or omitted to be taken in good faith by him or her in accordance with the advice of such counsel, accountants or experts. (f) Prior to the Amalgamation becoming effective, in the case of the death, disability, unwillingness to serve or other unavailability of the Shareholders' Representative ’ Representative, the Company Participating Preferred Shareholders who own a majority in interest of Company Participating Preferred Shares shall have the right, exercisable by written notice to Parent, to designate a replacement Shareholders’ Representative. Upon and after the Amalgamation becoming effective, in the performance case of his duties and exercise the death, disability, unwillingness to serve or other unavailability of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon ’ Representative, the specific advice Company Participating Preferred Shareholders who are entitled to receive a majority of legal counsel the Redemption Consideration pursuant to Section 3.1 hereof shall be deemed have the right, exercisable by written notice to involve gross negligence or bad faithParent and the Escrow Agent, to designate a replacement Shareholders’ Representative.

Appointment of Shareholders’ Representative. (a) If Each of the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "Shareholders' Representative") for: ----------------------------- (i) each Shareholder Company Shareholders and the Shareholder Group Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of the Shareholder Company Shareholders) hereby designates Endeavour Capital Fund III, L.P., a Delaware limited partnership, as the exclusive representative and agent of the Company Shareholders (“Shareholders’ Representative”) to execute any and all instruments or other documents on behalf of the Company Shareholders, and to do any and all other acts or things on behalf of the Company Shareholders, which Shareholders’ Representative may deem necessary or advisable, or which may be required pursuant to this Agreement, the Related Agreement, the Escrow Agreement or otherwise, in connection with the consummation of the transactions contemplated hereby. Each of the Company Shareholders and the Shareholder Group Company (on behalf of the Company Shareholders) hereby irrevocably appoints, and consents to the designation of Endeavour Capital Fund III, L.P., a Delaware limited partnership, its successor or its designee, to act as such Company Shareholder’s exclusive attorney-in-fact and agent, with full power of substitution, to act in the name, place and stead of such Person with respect to Wood Lossesthe matters identified herein or arising hereunder, including the power (i) to assert act for such Person with regard to matters pertaining to indemnification referred to in this Agreement; (ii) to execute and deliver on behalf of such Person all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents Shareholders’ Representative deems appropriate in connection with responding to, compromising or settling any claims for Wood Lossesmade pursuant to this Agreement, the Escrow Agreement and the Related Agreement; (iii) to give and receive all notices and communicationscommunications to be given or received under this Agreement, the Escrow Agreement and the Related Agreement and to agree toreceive service of process in connection with any claims under this Agreement, negotiate, enter into settlements the Escrow Agreement and compromises of, the Related Agreement; and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and (iv) to take all other actions which under this Agreement, the Escrow Agreement and the Related Agreement may be taken by Shareholders’ Representative and to do or refrain from doing any further act or deed on behalf of such Person which Shareholders’ Representative deems necessary or appropriate in its sole discretion relating to the judgment subject matter of this Agreement, the Shareholders' Representative for the accomplishment of the foregoing, and (ii) each Shareholder Escrow Agreement and the Shareholder Group (except Related Agreement as fully and completely as such shareholders, Person could do if any, as personally present. The death or incapacity of any such Person shall have perfected their appraisal or dissenters' rights under California Law), with respect not terminate the agency and power granted hereby to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing’ Representative. (b) The appointment Parent shall be entitled to deal exclusively with the Shareholders’ Representative on all Company Shareholder matters relating to this Agreement. A decision, act, consent or instruction of the Shareholders' ’ Representative constitutes a decision of all the Company Shareholders. Such decision, act, consent or instruction is final, binding and conclusive upon each Company Shareholder, and Parent may rely upon such agency may be changed by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required decision of the Shareholders' ’ Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' ’ Representative shall act for the Company Shareholders hereunder in the manner the Shareholders’ Representative believes to be in the best interest of the Company Shareholders and consistent with its obligations hereunder, but shall have no duties or obligations to the Company Shareholders except as specifically set forth herein. In acting as representative of the Company Shareholders, the Shareholders’ Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order, arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by the Shareholders’ Representative to be genuine and to have been signed or presented by the proper party or parties. The Shareholders’ Representative shall not be personally liable to any Shareholder the Company Shareholders for any act done or omitted hereunder as Shareholders' ’ Representative while acting in good faith and except in the exercise event of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representativeintentional wrongdoing for personal benefit. The Shareholders' ’ Representative is specifically authorized to retain and may consult with legal counsel with and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by it in such capacity in good faith and in accordance with such opinion of counsel. The Shareholders’ Representative may perform its duties as Shareholders’ Representative either directly or by or through its agents or attorneys, and the Shareholders’ Representative shall not be responsible to the Company Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (d) The Shareholders’ Representative shall be entitled to reimbursement from the Shareholder Representative Escrow Account for its expenses incurred in connection with its duties as Shareholders’ Representative. The Company Shareholders (severally in proportion to their Pro Rata Share and not jointly) shall indemnify, hold harmless and defend the Shareholders’ Representative from and against, and reimburse the Shareholders’ Representative with respect to, any and all Losses reasonably incurred by the Shareholders' ’ Representative as a result of such Person acting as the Shareholders’ Representative under this Agreement or in connection with such Person’s duties hereunder, provided that the Shareholders’ Representative’s initial recourse for all such claims shall be to the Shareholder Representative Escrow Amount for so long as any of the Shareholder Representative Escrow Amount remains in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Shareholder Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faithEscrow Account.

Appointment of Shareholders’ Representative. 12.1 In order to administer efficiently (ai) If the Wood Proposal obtains implementation of the Wood Shareholder ApprovalAgreement by the Shareholders, effective upon such vote(ii) the waiver of any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, and without further act (iii) the settlement of any Shareholderdispute with respect to the Agreement, the Shareholders hereby designate Allex Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' xx their representative (the "Shareholders' Representative") for: -----------------------------). 12.2 The Shareholders hereby authorize the Shareholders' Representative (i) each Shareholder and to take all action necessary in connection with the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and implementation of the Agreement on behalf of the Shareholder and Shareholders, the Shareholder Group with respect waiver of any condition to Wood Lossesthe obligations of the Shareholders to consummate the transactions contemplated hereby, to assert claims for Wood Lossesor the settlement of any dispute, (ii) to give and receive all notices required to be given under the Agreement and communications(iii) to take any and all additional action as is contemplated to be taken on behalf of the Shareholders by the terms of this Agreement, including, without limitation, Article 8 and the Escrow Agreement. 12.3 In the event that the Shareholders' Representative dies, becomes legally incapacitated or resigns from such position, Jamex Xxxxxxxxxx xxxll fill such vacancy and shall be deemed to agree tobe the Shareholders' Representative for all purposes of this Agreement; however, negotiate, enter into settlements no change in the Shareholder's Representative shall be effective until Purchaser is given notice of it by the Shareholders. 12.4 All decisions and compromises ofactions by the Shareholders' Representative shall be binding upon all of the Shareholders, and demand arbitration and comply with orders of courts and awards of arbitrators with respect tono Shareholder shall have the right to object, claims for Wood Lossesdissent, and to take all actions necessary protest or appropriate otherwise contest the same, in the judgment absence of fraud, gross negligence or willful misconduct of the Shareholder's Representative. 12.5 By their execution of this Agreement, the Shareholders agree that: 12.5.1 Purchaser shall be able to rely conclusively on the instructions and decisions of the Shareholders' Representative as to any actions required or permitted to be taken by the Shareholders or the Shareholders' Representative hereunder, and no party hereunder shall have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the accomplishment instructions or decisions of the foregoingShareholders' Representative; 12.5.2 all actions, and (ii) each Shareholder decisions and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment instructions of the Shareholders' Representative for the accomplishment shall be conclusive and binding upon all of the foregoing.Shareholders and no Shareholder shall have any cause of action against the Shareholders' Representative for any action taken, decision made or instruction given by the Shareholders' Representative under this Agreement, except for fraud, gross negligence or willful breach of this Agreement by the Shareholders' Representative; (b) The appointment 12.5.3 the Shareholders' Representative shall be deemed to fulfill any fiduciary obligation to the Shareholders so long as no Shareholder is adversely affected by any action or failure to act of the Shareholders' Representative in a disproportionate measure compared to any other Shareholder; 12.5.4 remedies available at law for any breach of the provisions of this Article 12 are inadequate; therefore, Purchaser shall be entitled to temporary and such agency may be changed permanent injunctive relief without the necessity of proving damages if Purchaser brings an action to enforce the provisions of this Article 12; and 12.5.5 the provisions of this Article 12 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required binding upon the executors, heirs, legal representatives and successors of the Shareholders' Representative, each Shareholder. 12.6 All fees and expenses incurred by the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained paid by the Shareholders' Representative. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faith.

Appointment of Shareholders’ Representative. (a) If By the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (and by his Shareholders' execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "Shareholders' Representative") for: ----------------------------- (i) each Shareholder and the Shareholder Group (except such shareholdersAgreement, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of the Shareholder and the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment is hereby designated by each of the foregoing, and (ii) each Shareholder and Shareholders to serve as the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), representative of the Shareholders with respect to iPrint Losses, the matters expressly set forth in this Agreement to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims be performed by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoingRepresentative. (b) The appointment Each of the Shareholders, by their execution of this Agreement, hereby irrevocably appoints the Shareholders' Representative as the agent, proxy and attorney-in-fact for such agency Shareholder for all purposes of this Agreement, including, without limitation, full power and authority on such Shareholders' behalf (i) to consummate the transactions contemplated herein, and in the event of such consummation, to receive and disburse payments, as the case may be, on behalf of such Shareholder for the Company Stock; (ii) to pay such Shareholder's expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, it being understood that such expenses shall be changed by allocated among the Shareholders from time to time upon prior written notice to iPrint; provided that pro rata based on the Shareholders' Representative may pro rata shares; (iii) to disburse any funds received hereunder to such Shareholder and each other Shareholder; (iv) to execute and deliver any certificates required hereunder, including delivery of any stock certificates representing the Shares; (v) to execute and deliver on behalf of such Shareholder any amendment hereto; provided, that such amendment does not be removed unless holders of two-thirds treat any Shareholder disproportionately relative to any of the Escrowed Shares then other Shareholders; (vi) to take all other actions to be taken by or on behalf of such Shareholder in connection herewith; (vii) to negotiate, settle, compromise and otherwise handle all claims of the Escrow Account Purchaser pursuant to Section 2.6 hereof; (viii) to pay or if no Escrow Shares then remain in accept any amounts pursuant to Article 2 hereof; (ix) to negotiate, settle, compromise and otherwise handle all claims for indemnification made by the Escrow Account, two-thirds in interest Purchaser pursuant to Article 10 hereof; and (x) to do each and every act and exercise any and all rights which such Shareholder or the Shareholders are permitted or required to do or exercise under this Agreement. Each of the Shareholders holdings shares of iPrint among agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required consent of the Shareholders' Representative, and (c) Neither the Shareholders' Representative nor any agent employed by him shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable incur any liability to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. The Shareholders' Representative is specifically authorized relating to retain and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence except for fraud or bad faith.

Appointment of Shareholders’ Representative. (a) If By approving this Agreement and the Wood Proposal obtains transactions contemplated hereby or by executing and delivering a Letter of Transmittal, each Shareholder does hereby irrevocably appoint the Wood Shareholders’ Representative, as its, his or her true and lawful attorney in fact and agent, with full power of substitution or re-substitution, to act on behalf of each such Shareholder Approval, effective upon to do or refrain from doing all such voteacts and things, and without further act of any Shareholderto execute and deliver all such documents, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (’ Representative shall deem necessary or appropriate in his, her or its sole discretion in connection with this Agreement, the "Shareholders' Representative") for: -----------------------------Transaction Documents or the transactions contemplated hereby or thereby, including the power: (i) each Shareholder to execute and deliver all amendments, waivers, ancillary agreements, instruments of assignment, notices, certificates and documents that the Shareholder Group Shareholders’ Representative deems necessary or appropriate in connection with the transactions contemplated hereby (except such shareholdersincluding the consummation thereof) and any and all other agreements referenced herein; (ii) to receive funds, if anymake payments of funds, as shall have perfected their appraisal or dissenters' rights under California Lawand give receipts for funds in a manner consistent with the terms of this Agreement (including Section 2.8, Section 3.3, Section 3.4, Section 6.9 and Article 9), for and on behalf of the Shareholder and the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, ; (iii) to agree to, negotiate, and enter into resolutions, settlements and compromises in respect of, any matters described in Section 3.3, and demand arbitration to comply with orders, determinations and awards of the Independent Accountant thereunder; (iv) to agree to, negotiate, litigate, arbitrate, resolve, settle and compromise, and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and indemnification made by any Parent Indemnitee pursuant to Article 9; (v) to take all actions necessary on behalf of such Shareholder as is contemplated by this Agreement or appropriate the Transaction Documents; (vi) to receive all notices or documents given or to be given to such Shareholder by Parent or any of its Affiliates pursuant to this Agreement or the Transaction Documents in connection herewith or therewith and to receive and accept service of legal process on behalf of such Shareholder in connection with any damages arising under or relating to this Agreement; (vii) to engage counsel, and such accountants and other representatives for such Shareholder and incur such other expenses on behalf of such Shareholder in connection with this Agreement and the Transaction Documents as the Shareholders’ Representative may, in each case, and in the judgment Shareholders’ Representative’s sole discretion, deem appropriate; (viii) to receive funds for the payment of expenses of any such Shareholder or the Shareholders' ’ Representative and to apply such funds in payment for the accomplishment of the foregoing, such expenses; and (iiix) each Shareholder to interpret any and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for terms and provisions of this Agreement and make all determinations on behalf of such Shareholder as required under this Agreement. The provisions of this Section 6.10, including the accomplishment of the foregoing. (b) The appointment of the Shareholders' ’ Representative and such agency power of attorney granted hereby, shall be deemed coupled with an interest and shall be irrevocable and shall survive the consummation of the transactions contemplated herein (and shall not be terminated by any act of any one or more Shareholders, or by operation of Law, whether by death or other event). Following the Closing, Parent shall be entitled to deal exclusively with the Shareholders’ Representative on all matters relating to this Agreement (including with respect to Section 2.8, Section 3.3, Section 3.4, Section 6.9 and Article 9) and Parent, the Company and any other Person may be changed conclusively and absolutely rely, without inquiry, upon any action of the Shareholders’ Representative in all matters referred to herein, in each case as being fully binding upon the Shareholders. Any decision or action by the Shareholders from time to time upon prior written notice to iPrint; provided that Shareholders’ Representative hereunder, including any agreement between the Shareholders' ’ Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree and Parent relating to the removal defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Shareholders and to the identity of the replacement Shareholders' Representativeshall be final, binding and conclusive upon each such Person. The Shareholders' Representative No Shareholder shall have the right to resign from object to, dissent from, protest or otherwise contest the same. Each Shareholder hereby (or by executing and delivering a Letter of Transmittal) confirms all that the Shareholders’ Representative shall do or cause to be done by virtue of his, her or its appointment as the representative of such upon thirty (30) days written notice to Shareholder hereunder. The Shareholders’ Representative shall act for each Shareholder on all of the Shareholders matters set forth in this Agreement and to the Parent Corporation. Any vacancy Transaction Documents in the position of manner that the Shareholders' ’ Representative may believes to be filled by approval of in the holders of a majority in best interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow AccountShareholders, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of but the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' ’ Representative shall not be liable responsible to any Shareholder for any act done loss or omitted hereunder as Shareholders' Representative while acting in good faith and in damages which such Shareholder may suffer by the exercise performance of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss’ Representative’s duties under this Agreement, liability other than loss or expense incurred without damages arising from willful violation of Laws, gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his such duties and exercise of his powers and discretion hereunderunder this Agreement, the Transaction Documents or any other document or agreement contemplated herein. The Shareholders’ Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement or the Transaction Document, and no action taken implied covenants, functions, responsibilities, duties, obligations, or omitted by liabilities shall be read into this Agreement or shall otherwise exist against the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faith’ Representative.

Appointment of Shareholders’ Representative. (a) If Each of the Wood Proposal obtains Seller Parties hereby appoints Xxxxxx X. Xxxxx, Xx. (in such capacity, the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment“Shareholders’ Representative”) as the Shareholders' representative (attorney-in-fact of such Seller Party, with full power and authority, including power of substitution, acting in the "Shareholders' Representative") for: ----------------------------- (i) each Shareholder name of and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of such Seller Party to amend or waive any provision of this Agreement (including the Shareholder and waiver of any breach by the Shareholder Group with respect Purchaser or the waiver of any condition precedent to Wood Losses, Closing) or to assert claims for Wood Losses, terminate this Agreement pursuant to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises ofthe provisions of Section 3.2, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, to do all other things and to take all actions necessary other action under or appropriate related to this Agreement which, in the judgment sole and absolute discretion of the Shareholders' ’ Representative, the Shareholders’ Representative for considers necessary or proper, to receive and/or deliver any and all notices required to be delivered or sent by such Seller Party or the accomplishment Shareholders’ Representative pursuant to this Agreement and to represent the Seller Parties in, control the disposition of or otherwise resolve, any dispute with the Purchaser over any aspect of this Agreement (including any Closing Retained Earnings as of the Closing Date dispute or indemnification obligations hereunder), and on behalf of such Seller Party to enter into any agreement, instrument or other document to effectuate any of the foregoing, and (ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. (b) The appointment of the Shareholders' Representative and such agency may be changed by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative which shall have the right to resign from the effect of binding such Seller Party as if such Seller Party had personally entered into such agreement, instrument or document. This appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the position power of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond attorney shall be required of the Shareholders' Representative, deemed to be coupled with an interest and the Shareholders' Representative all authority conferred hereby shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative be irrevocable and shall not be liable subject to termination by operation of law, whether by the death or incapacity or bankruptcy, liquidation or dissolution of any Shareholder for Seller Party, or the occurrence of any act done other event or omitted hereunder as Shareholders' Representative while acting in good faith events, and in the exercise of reasonable judgment. The Shareholders shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part none of the Shareholders' Representative and arising out Seller Parties may terminate this power of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel attorney with respect to any Seller Party or such Seller Party’s successors, assigns, beneficiaries, or heirs without the prior written consent of the Purchaser. The Purchaser and any other Person may conclusively and absolutely rely, without inquiry, upon any action taken of the Shareholders’ Representative as the action of each Seller Party, and the Seller Parties as a group, in all matters referred to herein, and each Seller Party hereby authorizes and ratifies all that the Shareholders’ Representative shall do or omitted cause to be done by virtue of its appointment of Shareholders’ Representative. All actions by the Shareholders' ’ Representative (in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted its capacity as such) are acknowledged by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall parties to be deemed to involve gross negligence or bad faithtaken by it solely as agent and attorney-in-fact for each Seller Party.