Exhibit
10.1


 


Subscription
Terms


 


Epiq Systems, Inc.


501 Kansas Avenue


Kansas City, Kansas 66105


 


Ladies and Gentlemen:


The undersigned (the “Investor”) hereby confirms and agrees with
you as follows:


1.             The subscription terms set forth herein (the “Subscription”) are made as of the date set
forth below between Epiq Systems, Inc., a
Missouri corporation (the “Company”),
and the Investor.


2.             As of the Closing (as defined below) and subject to
the terms and conditions hereof, the Company and the Investor agree that the
Investor will purchase from the Company and the Company will issue and sell to
the Investor, such number of shares (the “Shares”)
of common stock, par value $0.01 per share, of the Company (the “Common Stock”), as is set forth on the
signature page hereto (the “Signature Page”)
for a purchase price of $16.60 per Share. 
The Investor acknowledges that the offering is not a firm commitment
underwriting and that there is no minimum offering amount.


3.             The completion of the purchase and sale
of the Shares shall occur at a closing (the “Closing”)
that, in accordance with Rule 15c6-1 promulgated under the Securities Exchange
Act of 1934, as amended, is expected to occur on or about November 20,
2007.  At the Closing, (a) the Company
shall cause its transfer agent to release to the Investor the number of Shares
being purchased by the Investor and (b) the aggregate purchase price for the
Shares being purchased by the Investor will be delivered by or on behalf of the
Investor to the Company.  The provisions
set forth in Exhibit A hereto shall be incorporated herein by reference
as if set forth fully herein.


4.             The offering and sale of the Shares are being made
pursuant to the Registration Statement and the Prospectus (as such terms are
defined below).  The Investor
acknowledges that the Company intends to enter into subscriptions in
substantially the same form as this Subscription with certain other third party
investors and intends to offer and sell (the “Offering”)
up to an aggregate of 5,000,000 Shares pursuant to the Registration Statement
and Prospectus.


5.             The Company has filed with the Securities and Exchange
Commission (the “Commission”) a
prospectus (the “Base Prospectus”),
and will file with the Commission a final prospectus supplement (together with
the Base Prospectus, the “Prospectus”)
with respect to the registration statement (File No. 333-145206) reflecting the
Offering, including all amendments thereto, the exhibits and any schedules
thereto, the documents otherwise deemed to be a part thereof or included
therein by the rules and regulations of the Commission (the “Rules and Regulations”) and any
registration statement relating to the Offering and filed pursuant to Rule
462(b) under the Rules and Regulations (collectively, the “Registration Statement”), in conformity
with the Securities Act of 1933, as amended (the “Securities Act”), including Rule 424(b) thereunder.  The Investor hereby confirms that it has had
full access to the Base Prospectus and the Company’s periodic reports and other
information incorporated by reference therein, and was able to read, review,
download and print such materials.


6.             The Company has entered into a Placement Agency
Agreement (the “Placement Agreement”),
dated November 15, 2007 with Wachovia Capital Markets, LLC (the “Placement Agent”), which will act as the
Company’s exclusive placement agent with respect to the Offering and receive a
fee in connection 

















 


with the sale of
the Shares.  The Placement Agreement
contains certain representations and warranties of the Company.  The Company acknowledges and agrees that the
Investor may rely on the representations, warranties, covenants and agreements
made by it to the Placement Agent in Sections 3 and 4 of the Placement
Agreement to the same extent as if such representations, warranties, covenants
and agreements had been incorporated in full herein and made directly to the
Investor.  Capitalized terms used, but
not otherwise defined, herein shall have the meanings ascribed to such terms in
the Placement Agreement.


7.             The obligations of the Company and the Investor to
complete the transactions contemplated by this Subscription shall be subject to
the following:


a.             The
Company’s obligation to issue and sell the Shares to the Investor shall be
subject to: (i) the receipt by the Company of the purchase price for the Shares
being purchased hereunder as set forth on the Signature Page and (ii) the
accuracy of the representations and warranties made by the Investor and the
fulfillment of those undertakings of the Investor to be fulfilled prior to the
Closing Date.


 


b.             The
Investor’s obligation to purchase the Shares will be subject to the condition
that the Placement Agent shall not have: (i) terminated the Placement Agreement
pursuant to the terms thereof or (ii) determined that the conditions to closing
in the Placement Agreement have not been satisfied.


 


8.             The Company hereby makes the following
representations, warranties and covenants to the Investor:


a.             The Company has the requisite
corporate power and authority to enter into and to consummate the transactions
contemplated by this Subscription and otherwise to carry out its obligations
hereunder.  The execution and delivery of
this Subscription by the Company and the consummation by it of the transactions
contemplated hereunder have been duly authorized by all necessary action on the
part of the Company.  This Subscription
has been duly executed by the Company and, when delivered in accordance with
the terms hereof, will constitute the valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
may be limited by any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting the enforcement of
creditors’ and contracting parties’ rights generally or by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).


b.             The Company shall (i) before the
opening of trading on the NASDAQ Global Market on the next trading day after
the date hereof, issue a press release, disclosing all material aspects of the
transactions contemplated hereby and before the opening of trading on the
NASDAQ Global Market on the next trading day after the Closing Date, issue a
press release, disclosing that the Closing has occurred and (ii) make such
other filings and notices in the manner and time required by the Commission
with respect to the transactions contemplated hereby.  Upon the issuance of the first press release
described in the immediately preceding sentence, the Investor will not be in
receipt from the Company, its officers or directors, of any material,
non-public information.  The Company
shall not identify the Investor by name in any press release or public filing,
or otherwise publicly disclose the Investor’s name, without the Investor’s
prior written consent, unless required by law or the rules and regulations of
any self-regulatory organization which the Company or its securities are
subject.


9.             The Investor hereby makes the following
representations, warranties and covenants to the Company:


a.             The Investor represents that (i) it
has had full access to the Base Prospectus and the Company’s periodic reports
and other information incorporated by reference therein, prior to or in connection
with its receipt of this Subscription, (ii) it is knowledgeable, sophisticated
and experienced in 


 


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making, and is qualified
to make, decisions with respect to investments in securities representing an
investment decision like that involved in the purchase of the Shares, and (iii)
it is acquiring the Shares for its own account, or an account over which it has
investment discretion, and does not have any agreement or understanding,
directly or indirectly, with any person or entity to distribute any of the
Shares.


b.             The Investor has the requisite
power and authority to enter into this Subscription and to consummate the
transactions contemplated hereby.   The
execution and delivery of this Subscription by the Investor and the
consummation by it of the transactions contemplated hereunder have been duly
authorized by all necessary action on the part of the Investor.  This Subscription has been executed by the
Investor and, when delivered in accordance with the terms hereof, will
constitute a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ and contracting parties’ rights generally and except
as enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).


c.             The Investor understands that
nothing in this Subscription or any other materials presented to the Investor
in connection with the purchase and sale of the Shares constitutes legal, tax
or investment advice.  The Investor has
consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed necessary or appropriate in connection with its purchase
of Shares.


d.             Neither the Investor nor any Person
acting on behalf of, or pursuant to any understanding with or based upon any
information received from, the Investor has, directly or indirectly, as of the
date of this Subscription, engaged in any transactions in the securities of the
Company (including, without limitation, any Short Sales involving the Company’s
securities) since the time that the Investor was first contacted by the
Placement Agent or the Company with respect to the transactions contemplated
hereby.  “Short Sales” include, without
limitation, all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Investor covenants that neither it, nor
any Person acting on behalf of, or pursuant to any understanding with or based
upon any information received from, the Investor will engage in any transactions
in the securities of the Company (including, without limitation, Short Sales)
prior to the time that the transactions contemplated by this Subscription are
publicly disclosed.


e.             The Investor represents that,
except as set forth below, (i) it has had no position, office or other material
relationship within the past three years with the Company or persons known to
it to be affiliates of the Company, (ii) it is not a, and it has no direct or
indirect affiliation or association with any, FINRA member or an Associated
Person (as such term is defined under FINRA Membership and Registration Rules
Section 1011) as of the date hereof, and (iii) neither it nor any group of
investors (as identified in a public filing made with the Commission) of which
it is a member, acquired, or obtained the right to acquire, 20% or more of the
Common Stock (or securities convertible or exercisable for Common Stock) or the
voting power of the Company on a post-transaction basis.    Exceptions:


	
   

  
	
  (If no exceptions,
  write “none.” If left blank, response will be deemed to be “none.”)

  



 


10.          Notwithstanding any investigation made by any party to
this Subscription, all covenants, agreements, representations and warranties
made by the Company and the Investor herein will survive the execution of this
Subscription, the delivery to the Investor of the Shares being purchased and
the payment therefor.


 


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11.          This Subscription may not be modified or amended
except pursuant to an instrument in writing signed by the Company and the
Investor.


12.            In case any provision contained in this Subscription
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein will
not in any way be affected or impaired thereby.


13.          This Subscription will be governed by, and construed
in accordance with, the internal laws of the State of New York, without giving
effect to the principles of conflicts of law that would require the application
of the laws of any other jurisdiction.


14.          This Subscription may be executed in one or more
counterparts, each of which will constitute an original, but all of which, when
taken together, will constitute but one instrument, and will become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.


15.          The Investor acknowledges and agrees that the Investor’s
receipt of the Company’s counterpart to this Subscription shall constitute
written confirmation of the Company’s sale of Shares to such Investor.


16.          In the event that the Placement Agreement is
terminated by the Placement Agent pursuant to the terms thereof, this
Subscription shall terminate without any further action on the part of the parties
hereto.


 


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INVESTOR SIGNATURE PAGE


	
  Number of Shares:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Purchase Price Per Share: $

  	
  16.60

  	
   

  	
   

  	
   

  	
   

  



 


	
  Aggregate Purchase Price: $

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Please confirm that the
foregoing correctly sets forth the agreement between us by signing in the space
provided below for that purpose.


 


Dated
as of: November 15,
2007


 




	
   

  	
   

  	
   

  
	
  INVESTOR

  	
   

  	
   

  






 


 




	
  By:

  	
   

  	
   

  	
   

  






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  Print Name:

  	
   

  	
   

  	
   

  






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  Title:

  	
   

  	
   

  	
   

  






 




	
  Name that Shares are to be registered:

  	
   

  	
   

  






 




	
  Mailing Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 




	
  Taxpayer Identification Number:

  	
   

  	
   

  






 




	
  Manner of Settlement: DWAC (see Exhibit A for
  explanation and instructions)

  






 


 


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Agreed and Accepted this 15th day of November 2007:


 


EPIQ SYSTEMS, INC.


 




	
  By:

  	
   

  	
   

  






 




	
  Title:

  	
   

  	
   

  






 


Sales of the Shares purchased
hereunder were made pursuant to a registration statement or in a transaction in
which a final prospectus would have been required to have been delivered in the
absence of Rule 172 promulgated under the Securities Act.


 


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EXHIBIT A


INSTRUCTIONS
FOR SETTLING VIA DWAC


Delivery by electronic
book-entry at The Depository Trust Company (“DTC”),
registered in the Investor’s name and address as set forth on the Signature
Page of the Subscription to which this Exhibit A is attached, and
released by Wells Fargo Bank, N.A., the Company’s transfer agent (the “Transfer Agent”), to the Investor at the
Closing.


	
  Name of DTC Participant (broker-dealer atwhich the
  account or accounts to be credited with the Shares are maintained)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DTC Participant Number

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Account at DTC Participant being credited
  with the Shares

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account Number at DTC Participant being credited
  with the Shares

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


                                                        NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION
OF THE SUBSCRIPTION TO WHICH THIS EXHIBIT A IS ATTACHED
BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:


                                                        (I)    DIRECT THE
BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES
ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) ON THE CLOSING DATE INSTRUCTING THE
TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND


(II)        REMIT BY WIRE TRANSFER THE AMOUNT OF
FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY
THE INVESTOR TO THE FOLLOWING ACCOUNT:


 


JPMorgan Chase Bank


ABA # 021000021


Account No.: 
304975141


Account Name: EPIQ Systems Inc. Subscription


 


                                Such
funds shall be held in escrow pursuant to an escrow agreement entered into
between JPMorgan Chase Bank (the “Escrow Agent”),
the Placement Agent and the Company (the “Escrow
Agreement”) until the Closing and delivered by the Escrow Agent on
behalf of the Investor to the Company upon the satisfaction, in the sole
judgment of the Placement Agent, of the conditions set forth in Section 7(b) of
the Subscription to which this Exhibit A is attached.