Exhibit 10.2


 


AGREEMENT RELATED TO
MERGER AGREEMENT


 


THIS AGREEMENT
RELATED TO MERGER AGREEMENT (“this Related Agreement”) is entered into
effective as of January 30, 2004 by and among EPIQ Systems, Inc., a Missouri
corporation (“Purchaser”), P-D Holding Corp., an Oregon corporation (the
“Company”), the shareholders of the Company identified on the signature pages
hereto (the “Party Shareholders”), and the Shareholders’ Representative (solely
in its capacity as the Shareholders’ Representative).  The parties to this Related Agreement are sometimes referred to
herein collectively as the “Parties” and individually as a “Party.”  The Party Shareholders other than Jeffrey B.
Baker and Edward J. Nimmo are sometimes referred to herein collectively as the
“Investor Party Shareholders” and individually as an “Investor Party
Shareholder.”


 


Concurrently
with the execution hereof, the Company, Purchaser and P-D Merger Corp., an
Oregon corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), are
entering into that certain Agreement and Plan of Merger (the “Merger
Agreement”) providing for the merger of Merger Sub with and into the Company,
with the result that the Company will be the surviving corporation (the
“Surviving Corporation”) in the merger and continue as a wholly-owned
subsidiary of Purchaser.  Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Merger Agreement.  A
copy of the Merger Agreement is attached hereto as Exhibit A.


 


The Party
Shareholders, who collectively hold 92.37% of the shares of the Company’s
common stock outstanding as of the date hereof, have agreed to execute this
Related Agreement in order to induce Purchaser and Merger Sub to enter into the
Merger Agreement.  Each Party Shareholder
is a “Company Shareholder” as such term is defined in the Merger Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing recitals and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:


 


1.                                       Section
5.3 (Post-Closing Adjustment) of Merger Agreement.  Each Party Shareholder (for itself and not
for any other Company Shareholder) agrees to be bound by and comply with the
provisions of subsections (d) and (f) of Section 5.3 (Post-Closing Adjustment)
of the Merger Agreement as a “Company Shareholder” under such provisions to the
same extent as if such Party Shareholder had been specifically identified as a
“Company Shareholder” in the Merger Agreement and been a party thereto, subject
to the terms and conditions of such provisions (including, for the avoidance of
doubt, the terms and conditions that limit the extent of the payment
obligations of each Company Shareholder).


 


2.                                       Section
11.2 (Indemnification) of Merger Agreement.  Each Party Shareholder (for itself and not for any other Company
Shareholder) agrees to be bound by and comply with the provisions of Section
11.2 (Indemnification) of the Merger Agreement as a “Company Shareholder” under
such provisions to the same extent as if such Party Shareholder had been
specifically identified as a “Company Shareholder” in the Merger Agreement and
been a party thereto, subject to the terms and conditions of such provisions
(including, for the avoidance of doubt, the terms and conditions that limit the
extent of the indemnification obligations of each Company Shareholder).  For the avoidance of doubt and without
limiting the provisions of the Merger Agreement (including the proviso in Section
11.1 thereof), the Parties acknowledge and agree that each representation or
warranty in the Merger Agreement or this Related Agreement in respect of which
indemnification may be sought under such Section 11.2 (Indemnification), and
the indemnification with respect thereto, shall terminate at the applicable
time provided for in Section 11.1 (Survival) of the Merger Agreement.


 


3.                                       Section
11.4 (Expenses) of Merger Agreement. 
Each Party Shareholder (for itself and not for any other Company
Shareholder) agrees to be bound by and comply with the provisions of Section
11.4 (Expenses) of the Merger Agreement as a “Company Shareholder” under such
provisions to the same extent as if such Party Shareholder had been
specifically identified as a “Company Shareholder” in the Merger


 


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Agreement and been a party
thereto, subject to the terms and conditions of such provisions (including, for
the avoidance of doubt, the terms and conditions that limit the extent of the
payment obligations of each Company Shareholder).


 


4.                                       Section
11.5 (Further Assurances) of Merger Agreement.  Each Party Shareholder (for itself and not for any other Company
Shareholder) agrees to be bound by and comply with the provisions of Section
11.5 (Further Assurances) of the Merger Agreement as a “Company Shareholder”
under such provisions to the same extent as if such Party Shareholder had been
specifically identified as a “Company Shareholder” in the Merger Agreement and
been a party thereto, subject to the terms and conditions of such provisions.


 


5.                                       Section
11.6 (Certain Tax Matters) of Merger Agreement.  Each Party Shareholder (for itself and not for any other Company
Shareholder) agrees to be bound by and comply with the provisions of Section
11.6 (Certain Tax Matters) of the Merger Agreement as a “Company Shareholder”
under such provisions to the same extent as if such Party Shareholder had been
specifically identified as a “Company Shareholder” in the Merger Agreement and
been a party thereto, subject to the terms and conditions of such provisions
(including, for the avoidance of doubt, the terms and conditions that limit the
extent of the indemnification obligations of each Company Shareholder).


 


6.                                       Section
11.7 (Appointment of Shareholders’ Representative) of Merger Agreement.  Each Party Shareholder (for itself and not
for any other Company Shareholder) hereby designates Endeavour Capital Fund
III, L.P., a Delaware limited partnership (i.e., the Shareholders’
Representative) as his or its exclusive representative and agent 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 the Merger Agreement, this
Related Agreement, the Escrow Agreement or otherwise, in connection with the
consummation of the transactions contemplated by the Merger Agreement.  Each Party Shareholder (for itself and not
for any other Company Shareholder) hereby irrevocably appoints, and consents to
the designation of Endeavour Capital Fund III, L.P., a Delaware limited
partnership (i.e., the Shareholders’ Representative), its successor or its
designee, to act as such Party Shareholder’s exclusive attorney-in-fact and
agent, with full power of substitution, to act in his or its name, place and
stead with respect to the matters identified in the Merger Agreement, this
Related Agreement and the Escrow Agreement or arising hereunder or thereunder, including
the power (i) to act for him or it with regard to matters pertaining to
indemnification referred to in the Merger Agreement; (ii) to execute and
deliver on his or its behalf all ancillary agreements, certificates,
statements, notices, approvals, extensions, waivers, undertakings, amendments
and other documents the Shareholders’ Representative deems appropriate in
connection with responding to, compromising or settling any claims made
pursuant to the Merger Agreement, this Related Agreement or the Escrow
Agreement; (iii) to give and receive all notices and communications to be given
or received under the Merger Agreement, this Related Agreement or the Escrow
Agreement and to receive service of process in connection with any claims under
the Merger Agreement, this Related Agreement or the Escrow Agreement; and (iv)
to take all other actions which under the Merger Agreement, this Related
Agreement or the Escrow Agreement may be taken by Shareholders’ Representative
and to do or refrain from doing any further act or deed on his or its behalf
which the Shareholders’ Representative deems necessary or appropriate in its
sole discretion relating to the subject matter of the Merger Agreement, this
Related Agreement or the Escrow Agreement as fully and completely as he or it
could do if personally present.  The
death or incapacity of any Party Shareholder shall not terminate the agency and
power granted to Shareholders’ Representative hereunder or under the Merger
Agreement.


 


Nothing in the
foregoing paragraph shall be deemed to limit or otherwise modify the provisions
of Section 11.7 (Appointment of Shareholders’ Representative) of the Merger
Agreement (including, for the avoidance of doubt, the provisions of Section
11.7(c) thereof) or the power or authority of the Shareholders’ Representative
under the Merger Agreement, and each Party Shareholder (for itself and not for
any other Company Shareholder) agrees to be bound by and comply with the
provisions of Section 11.7 (Appointment of Shareholders’ Representative) of the
Merger Agreement as a “Company Shareholder” under such provisions to 


 


2

















 


the same extent as if such
Party Shareholder had been specifically identified as a “Company Shareholder”
in the Merger Agreement and been a party thereto, subject to the terms and
conditions of such provisions.


 


7.                                       Section
12.10 (No Third Party Beneficiaries) of Merger Agreement.  Each Party Shareholder (for itself and not
for any other Company Shareholder) agrees to be bound by and comply with the
provisions of Section 12.10 (No Third Party Beneficiaries) of the Merger
Agreement as a “Company Shareholder” under such provisions to the same extent
as if such Party Shareholder had been specifically identified as a “Company Shareholder”
in the Merger Agreement and been a party thereto, subject to the terms and
conditions of such provisions.  For the
avoidance of doubt and without limiting the foregoing, each Party Shareholder
(for itself and not for any other Company Shareholder) agrees that the
provisions of the Merger Agreement which are intended for the benefit of the
Company Shareholders may only be enforced by the Shareholders’ Representative
(on behalf of the Company Shareholders).


 


8.                                       Section
12.11 (Dispute Resolution) of Merger Agreement.  Each Party Shareholder (for itself and not for any other Company
Shareholder) agrees to be bound by and comply with the provisions of Section
12.11 (Dispute Resolution) of the Merger Agreement as a “party” or “Company
Shareholder” under such provisions to the same extent as if such Party
Shareholder had been specifically identified as a “party” or “Company
Shareholder” in the Merger Agreement and been a party thereto, subject to the
terms and conditions of such provisions (including, for the avoidance of doubt,
the terms and conditions that limit the extent of the payment obligations of
each Company Shareholder under subsection (c) of Section 12.11 (Dispute
Resolution) of the Merger Agreement).  
The Parties acknowledge and agree that any Disputes (including Disputes
concerning Sections 5.3 (Post-Closing Adjustment), 11.2 (Indemnification),  11.4 (Expenses), 11.5 (Further Assurances),
11.6 (Certain Tax Matters), 11.7 (Appointment of Shareholders’ Representative),
12.10 (No Third Party Beneficiaries) and 12.11 (Dispute Resolution) of the
Merger Agreement and Disputes concerning the provisions of this Related
Agreement, including this Section 8) shall be addressed as provided for in
Section 12.11 (Dispute Resolution) of the Merger Agreement.


 


9.                                       Books
and Records with Respect to Tax Matters. 
Each Party Shareholder (for itself and not for any other Party
Shareholder and only to the extent that such Party Shareholder has in its
possession immediately after the Closing any books and records with respect to
Tax matters pertinent to the Surviving Corporation) agrees, and the Surviving
Corporation agrees, (A) to retain all books and records with respect to Tax
matters pertinent to the Surviving Corporation relating to any Taxable period
beginning before the Closing Date until the expiration of the statute of
limitations (and, to the extent notified by the Party Shareholders or the
Surviving Corporation, any extensions thereof) of the respective Taxable
periods, and to abide by all record retention agreements entered into with any
Taxing authority, and (B) to give the other Parties reasonable written notice
prior to transferring, destroying or discarding any such books and records and,
if any of the other Parties so requests, the Party Shareholders or the
Surviving Corporation, as the case may be, shall allow the other Party to take
possession of such books and records.


 


10.                                 Confidentiality.  Each Investor Party Shareholder (for itself
and not for any other Investor Party Shareholder) agrees not to disclose or use
at any time any Confidential Information (as defined below).  Each Investor Party Shareholder (for itself
and not for any other Investor Party Shareholder) agrees to take all
commercially reasonable steps to safeguard such Confidential Information and to
protect it against disclosure, misuse, espionage, loss and theft.  In the event any Investor Party Shareholder
is required by law to disclose any Confidential Information, such Investor
Party Shareholder (for itself and not for any other Investor Party Shareholder)
agrees that it shall promptly notify Purchaser in writing, which notification
shall include the nature of the legal requirement and the extent of the
required disclosure, and such Investor Party Shareholder (for itself and not
for any other Investor Party Shareholder) agrees that it shall cooperate with
Purchaser to preserve the confidentiality of such information consistent with
applicable law.  For purposes of this
Related Agreement, “Confidential Information” means all information of a confidential
and proprietary nature (whether or not specifically labeled or identified as
“confidential”), in any form or medium, that relates to the business, products,
services or research or development of the Company or its Subsidiaries or their
respective suppliers, distributors, customers, referral sources, independent
contractors or other business relations.


 


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11.                                 Representations
and Warranties.  Each Party
Shareholder (for itself and not for any other Company Shareholder) represents
and warrants that:


 


(a)                                  it
or he is the record and beneficial owner of the shares of the Company Common
stock and the shares of the Series A Preferred Stock set forth opposite his or
its name on the Capitalization Schedule attached to the Merger Agreement, free
and clear of all Liens, voting agreements, proxies, pledges, transfer
restrictions and other arrangements of any kind;


 


(b)                                 if
such Party Shareholder is an Investor Party Shareholder, the execution,
delivery and performance of this Related Agreement have been duly authorized by
such Investor Party Shareholder, and no other corporate, partnership, limited
liability company or other similar act or proceeding, as applicable, on the
part of such Investor Party Shareholder is necessary to authorize the
execution, delivery or performance of this Related Agreement or the
consummation of the transactions contemplated hereby;


 


(c)                                  this
Related Agreement has been duly executed and delivered by such Party
Shareholder and constitutes a valid and binding obligation of such Party
Shareholder, enforceable against such Party Shareholder in accordance with its
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws relating to or affecting the rights and remedies or creditors
generally; and


 


(d)                                 the
execution and delivery by such Party Shareholder of this Related Agreement and
the fulfillment of, and compliance with, the respective terms hereof by such
Party Shareholder do not and will not (i) conflict with or result in a breach
of the terms, conditions or provisions of, (ii) constitute a default under
(whether with or without the passage of time, the giving of notice or both), (iii)
result in the creation of any Lien pursuant to, (iv) give any third party the
right to modify, terminate or accelerate any obligation under, (v) result in a
violation of, or (vi) require any authorization, consent, approval, exemption
or other action of or by or notice or declaration to, or filing with, any third
party or any court or administrative or governmental body or agency pursuant
to, such Party Shareholder’s certificate of formation, operating agreement,
partnership agreement, certificate or articles of incorporation or bylaws or
other organizational or constituent documents of such Party Shareholder, as
applicable, or any law, statute, rule or regulation to which such Party
Shareholder is subject, or any agreement, instrument, license, permit, order,
judgment or decree to which such Party Shareholder is a party or by which it or
he is bound.


 


12.                                 Notices.  All notices, demands and other
communications to be given or delivered under or by reason of the provisions of
this Related Agreement shall be in writing and shall be deemed to have been
given (i) when personally delivered or sent by telecopy (with hard copy to
follow), (ii) one business day after being sent by reputable overnight express
courier (charges prepaid), or (iii) five days following mailing by certified or
registered mail, postage prepaid and return receipt requested.  Unless a Party gives to the other Parties
written notification of another address, notices, demands and other
communications shall be sent to the Party to be notified at the address
indicated for such Party on the signature pages hereto.  The Parties acknowledge and agree that the
provisions of Section 12.2 (Notices) of the Merger Agreement, and not the
foregoing provisions of this Section 12, shall apply to all notices, demands
and other communications to be given or delivered under or by reason of the
provisions of the Merger Agreement, including the provisions of Sections 5.3
(Post-Closing Adjustment), 11.2 (Indemnification), 11.4 (Expenses), 11.5
(Further Assurances), 11.6 (Certain Tax Matters), 12.10 (No Third Party
Beneficiaries) and 12.11 (Dispute Resolution) of the Merger Agreement.


 


13.                                 No
Third-Party Beneficiaries.  Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give to any Person other than the Parties and their respective permitted
successors and assigns any rights or remedies under or by reason of this
Related Agreement.  The provisions of
this Agreement which are intended for the benefit of the Party Shareholders may
only be enforced by the Shareholders’ Representative (on behalf of the Party
Shareholders).


 


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14.                                 Assignment.  Except as otherwise provided in this Section
14, this Related Agreement and the rights and obligations hereunder shall not
be assignable or transferable by any Party without the prior written consent of
the other Parties.  Notwithstanding
anything to the contrary in the immediately preceding sentence, each of Purchaser
and the Surviving Corporation may assign its rights and obligations hereunder,
in whole or in part, to any of its Affiliates without the consent of any of the
other Parties.  In addition, each of
Purchaser and the Surviving Corporation may assign its rights and obligations
pursuant to this Related Agreement, in whole or in part, in connection with any
disposition or transfer of all or any portion of Parent’s, the Surviving
Corporation’s or any of their respective Subsidiaries’ or their respective
businesses in any form of transaction without the consent of any of the other
Parties.  Each of Purchaser, the
Surviving Corporation and their Subsidiaries may assign any or all of its
rights pursuant to this Related Agreement to any of their lenders as collateral
security.


 


15.                                 Severability.  Whenever possible, each provision of this
Related Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Related Agreement is
held to be prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Related Agreement.


 


16.                                 Interpretation.


 


(a)                                  The
headings and captions used in this Related Agreement are for convenience of
reference only and do not constitute a part of this Related Agreement and shall
not be deemed to limit, characterize or in any way affect any provision of this
Related Agreement and all provisions of this Related Agreement shall be
enforced and construed as if no caption or heading had been used herein or
therein.  Each defined term used in this
Related Agreement shall have a comparable meaning when used in its plural or
singular form.  The use of the word
“including” herein shall mean “including without limitation.”  The Parties have participated jointly in the
negotiation and drafting of this Related Agreement.  In the event an ambiguity or question of intent or interpretation
arises, this Related Agreement shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Related Agreement.  Unless the
context otherwise requires, reference to an agreement or instrument is a
reference to that agreement or instrument as originally executed, and as
modified, amended, supplemented and restated from time to time, and to all
exhibits and/or schedules thereto.


 


(b)                                 For
the avoidance of doubt, each Party Shareholder (for itself and not for any
other Company Shareholder) agrees that such Party Shareholder is not executing
this Related Agreement in the capacity of a surety or a guarantor of any
obligation(s) of a Company Shareholder under the Merger Agreement, but rather
is executing this Related Agreement as a primary obligor of all such
obligations of such Company Shareholder under the Merger Agreement (subject to,
for the avoidance of doubt, the terms and conditions of the Merger Agreement that
limit the obligations of each Company Shareholder, including the terms and
conditions of Section 11.2 (Indemnification) of the Merger Agreement that
provide that a Company Shareholder’s indemnification obligations shall be in
proportion to such Company Shareholder’s Pro Rata Share), to the same extent as
if such Party Shareholder had been specifically identified as a “Company
Shareholder” in the Merger Agreement and been a party thereto.


 


17.                                 Governing
Law.  Except as provided in Section
12.11 (Dispute Resolution) of the Merger Agreement (which Section governs
Disputes with respect to the Related Agreement, as well as with respect to the
Merger Agreement), all questions concerning the construction, validity,
enforcement and interpretation of this Related Agreement shall be governed by
the internal law of the State of Oregon, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Oregon or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Oregon.


 


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18.                                 Counterparts.  This Related Agreement may be executed in
one or more counterparts (including by means of telecopied signature pages),
all of which taken together shall constitute one and the same instrument.


 


19.                                 Complete
Agreement.  This Related Agreement,
the Merger Agreement (including all of the Schedules and Exhibits attached
thereto), the Escrow Agreement and the Employment Agreements (including Section
7  of the Employment Agreements) contain
the entire agreement and understanding between the parties with respect to the
subject matter hereof and thereof and supersede all prior agreements and
understandings, whether written or oral, relating to such subject matter in any
way.


 


20.                                 Amendment
and Waiver.  This Related Agreement
may be amended, and any provision of this Related Agreement may be waived;
provided that any such amendment or waiver will be binding on (x) the Party
Shareholders only if such amendment or waiver is set forth in a writing
executed by the Shareholders’ Representative, and (y) Purchaser or the
Surviving Corporation only if such amendment or waiver is set forth in a
writing executed by Purchaser or the Surviving Corporation, as the case may
be.  No course of dealing between or
among any Persons having any interest in this Related Agreement will be deemed
effective to modify, amend or discharge any part of this Related Agreement or
any rights or obligations of any Person under or by reason of this Related
Agreement.  No waiver of any of the
provisions of this Related Agreement shall be deemed or shall constitute a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.  The Parties
acknowledge and agree that the provisions of Section 12.1 (Amendment and
Waiver) of the Merger Agreement, and not the foregoing provisions of this
Section 20, shall apply to any amendments to the Merger Agreement and any
waivers of any provisions of the Merger Agreement, including any amendments to
or waivers of the provisions of Sections 5.3 (Post-Closing Adjustment), 11.2
(Indemnification),  11.4 (Expenses),
11.5 (Further Assurances), 11.6 (Certain Tax Matters), 11.7 (Appointment of
Shareholders’ Representative), 12.10 (No Third Party Beneficiaries) and 12.11
(Dispute Resolution) of the Merger Agreement.


 


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IN WITNESS
WHEREOF, the Parties have executed this Related Agreement, effective as of the
date first written above.


 


 


	
   

  	
  EPIQ
  SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/   Christopher
  E. Olofson

  	
   

  
	
   

  	
  Its:

  	
  President
  and Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  501 Kansas
  Avenue

  
	
   

  	
  Kansas City,
  KS 66105-1309

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  P-D HOLDING
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/   Jeffrey
  B. Baker

  	
   

  
	
   

  	
  Its:

  	
  Chief
  Executive Officer and Secretary

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  10300 SW
  Allen Boulevard

  
	
   

  	
  Portland,
  OR  97005

  
						



 


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  ENDEAVOUR ASSOCIATES FUND III, L.P., a Delaware

  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Endeavour Capital,
  LLC

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/   John
  von Schlegell

  	
   

  
	
   

  	
   

  	
  Its:

  	
        Member

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  920 SW Sixth Ave., Ste. 1400

  
	
   

  	
  Portland,
  OR  97204

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENDEAVOUR CAPITAL FUND III, L.P., a Delaware

  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Endeavour
  Capital, LLC

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/   John
  von Schlegell

  	
   

  
	
   

  	
   

  	
  Its:

  	
        Member

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  920 SW Sixth Ave., Ste. 1400

  
	
   

  	
  Portland,
  OR  97204

  
	
   

  	
  Attention:
  Leland M. Jones

  
						



 


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  SHAWMUT EQUITY PARTNERS, L.P., a Delaware

  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Shawmut
  Capital Partners, L.L.C.

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/   Daniel
  K. Doyle

  
	
   

  	
   

  	
   

  	
       Daniel
  K. Doyle, Managing Director

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  75 Federal Street, 18th Floor

  
	
   

  	
  Boston,
  MA  02110

  
	
   

  	
  Attention:
  Daniel K. Doyle

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     /s/   Jeffrey
  B. Baker

  	
   

  
	
   

  	
  Jeffrey B.
  Baker

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  402 Ashdown
  Circle

  
	
   

  	
  West Linn,
  OR 97068

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     /s/   Edward
  J. Nimmo

  	
   

  
	
   

  	
  Edward J.
  Nimmo

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  8805 SW
  Woodside Drive

  
	
   

  	
  Portland, OR
  97225

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENDEAVOUR CAPITAL FUND III, L.P., a Delaware

  limited partnership, in its capacity as Shareholders’

  Representative

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Endeavour
  Capital, LLC

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/   John
  von Schlegell

  
	
   

  	
   

  	
  Its:

  	
       Member

  
					



 


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