SHAREHOLDER VOTING AGREEMENT AND PROXY
Reference is made to Agreement and Plan of Merger dated August 7, 2000 (the
"Merger Agreement") by and among Ebiz Enterprises, Inc., a Nevada corporation
("Ebiz"), LinuxMall.com, Inc., a Delaware corporation ("LMI"), and Linux Mall
Acquisition, Inc., a Delaware corporation ("Merger Sub"), pursuant to which Ebiz
will acquire all of the outstanding capital stock and equity interests of LMI by
means of a merger (the "Merger") of LMI and Merger Sub.
In consideration of Ebiz and LMI entering into the Merger Agreement and
consummating the Merger, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the undersigned, for the benefit of
Ebiz and LMI, hereby confirms, covenants and agrees that with regard to the next
election of Directors of Ebiz following the consummation of the Merger (the
"Election"), the undersigned shall vote all Ebiz shares conferring the right to
vote held by the undersigned (the "Shares") in favor of such persons as are
nominated by the Board of Directors of Ebiz pursuant to Section 2.2 of the
Merger Agreement.
For the purpose of voting the Shares with respect to the matters described
herein, the undersigned hereby appoints, effective as of the closing of the
Merger, Jeffrey Rassas, Stephen Herman, David Shaw, and Ray Goshorn, each as
proxy to vote all Shares registered in the name of the undersigned at a meeting
of shareholders or by written consent, with all power possessed by the
undersigned, including full power of substitution thereof, for a period of two
years, to be irrevocable during such period. This proxy is coupled with an
interest. The certificate evidencing Shares registered in the name of the
undersigned shall bear a legend that the Shares are subject to this voting
agreement and proxy. This voting agreement and proxy shall be binding on the
undersigned's successors and assigns.
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IN WITNESS WHEREOF, the undersigned has caused this Shareholder Voting Agreement
and Proxy to be executed and delivered as of the date indicated below.
Dated October 5, 2000 [SHAREHOLDER]
/s/ Stephen C. Herman
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Name: Stephen C. Herman
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