Exhibit 10.2


Execution Copy


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated November 15,
2005, by AJUTA INTERNATIONAL PTY. LTD.,
an Australian company, as Trustee of Hypatia Trust, a trust created under the
laws of Victoria, Australia (“Seller”),
and EPIQ SYSTEMS, INC., a Missouri
corporation (“EPIQ”).


 


RECITALS:


 


1.             Seller is the sole shareholder of
nMatrix, Inc., a Delaware corporation (“nMatrix
U.S.”) and nMatrix Australia Pty. Ltd., an Australian company (“nMatrix Australia”).  nMatrix Australia is in turn the sole
shareholder of nMatrix Ltd., a United Kingdom company (“nMatrix U.K.,” nMatrix U.S., nMatrix
Australia and nMatrix U.K. are herein collectively called the “nMatrix”);


 


2.             Seller has agreed to sell to EPIQ
and EPIQ has agreed to purchase from Seller, all of the issued and outstanding
shares of capital stock of nMatrix U.S. and of nMatrix Australia (collectively,
the “Acquired Shares”), all on the
terms and subject to the conditions set forth in a Stock Purchase Agreement
between Seller and EPIQ dated the date hereof (the “Purchase Agreement”).


 


3.             Pursuant to the Purchase Agreement,
EPIQ will issue to Seller, Seller’s nominee or the Escrow Agent referred to
below an aggregate of 1,228,501 shares of common stock, $0.01 par value, of
EPIQ (the “EPIQ Shares”) as
payment of a portion of the consideration for the purchase of the Acquired
Shares by EPIQ.


 


4.             Pursuant to an Escrow Agreement
dated the date hereof (the “Escrow Agreement”)
among Seller, EPIQ and Wells Fargo Bank, N.A., as escrow agent (the “Escrow Agent”), Seller has deposited
245,700 of the EPIQ Shares with the Escrow Agent to be held in accordance with
the terms of the Escrow Agreement.


 


5.             This Agreement is being entered
into by EPIQ in accordance with the Purchase Agreement to provide for certain
registration rights of Seller with respect to the EPIQ Shares and to provide
limited price protection to Seller with respect to certain sales of the EPIQ
Shares by Seller, all in accordance with the terms of this Agreement.


 


NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth below, the parties hereto agree as follows:


 


1.             DEFINITIONS.  As used
in this Agreement, the following terms have the following meanings:


 


“EPIQ
Shelf Registration”
has the meaning given that term in Section 3(a) of
this Agreement.


 


“Exchange Act” means the U.S. Securities Exchange Act of 1934,
as amended, or any other similar U.S. federal statute, and the rules and
regulations of the SEC thereunder, as may be in effect from time to time.


 


“Prospectus” means the prospectus included in the
Registration Statement, as amended or supplemented by any prospectus supplement
(including any prospectus supplement with respect to the terms of the offering
of any portion of the Registrable Shares covered by the Registration
Statement), and


 





















 


all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be incorporated
by reference in the Prospectus.


 


“Registrable Shares” means (a) the EPIQ Shares issued to
Seller pursuant to the Purchase Agreement, whether held by Seller, by any
nominee on behalf of Seller or by the Escrow Agent under the Escrow Agreement,
and (b) any shares of capital stock issued or issuable, from time to time,
upon any reclassification, share combination, share subdivision, stock split,
share dividend, merger, consolidation or similar transaction or event or
otherwise as a distribution on, in exchange for or with respect to the EPIQ
Shares, in each case held at the relevant time by Seller.


 


“Registration
Period” means the
period not exceeding, the
earlier of (i) the second anniversary of the date of this Agreement, (ii) the
date on which Seller may sell all the EPIQ Shares then held by Seller without
restriction by the volume limitations of Rule 144(e) of the
Securities Act, or (iii) when all Registrable Shares held by Seller have
been sold (A) pursuant to a registration statement, (B) to or through
a broker or dealer or underwriter in a public distribution or a public
securities transaction, or (C) in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof
so that all transfer restrictions and restrictive legends with respect thereto,
if any, are removed upon the consummation of the sale.


 


“Registration
Statement” means
the EPIQ Shelf Registration, the Seller Shelf Registration, or both the EPIQ
Shelf Registration and the Seller Shelf Registration, and for purposes of Section 6  includes any final Prospectus, exhibit,
supplement or amendment included in or relating to the Registration Statement.


 


“Sale
Price” has the
meaning given that term in Section 13
of this Agreement.


 


“Securities Act” means the U.S. Securities Act of 1933, as
amended, or any similar U.S. federal statue, and the rules and regulations
of the SEC thereunder, as may be in effect from time to time.


 


“Seller
Shelf Registration”
has the meaning given that term in Section 2(a) of
this Agreement.


 


“Selling
Expense” means all
underwriting discounts and selling commissions and stock transfer fees and
taxes applicable to the sale of the Registrable Shares, and all fees and
expenses of counsel and advisors to Seller or any affiliate of Seller.  If Seller uses an underwriter for purposes of
any sale of Registrable Shares under Section 2,
Selling Expenses will also include all expenses of the underwriter and all
expenses of EPIQ directly related to the participation of an underwriter in the
offering, including incremental legal and accounting costs of EPIQ to satisfy
any customary requirements of the underwriter.


 


“Selling Stockholder” for purposes of Section 6 means Seller and any affiliate of Seller.


 


“Share
Price” means
$20.35, determined as set forth in the Purchase Agreement, subject to
adjustment after the date hereof to give effect to any reclassification, share combination,
share subdivision, stock split, share dividend, merger, consolidation or
similar transaction or event or otherwise as a distribution on, in exchange for
or with respect to the EPIQ Shares.


 


“Suspension” has the meaning given that term in Section 5(b) of this Agreement.


 


“Suspension
Notice” has the
meaning given that term in Section 5(b) of
this Agreement.


 


“untrue statement”
for purposes of Section 6
includes any untrue statement or alleged untrue statement, or any omission or
alleged omission to state in the Registration Statement or Prospectus a


 


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material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


2.             REGISTRATION;
REGISTRATION PROCEDURES.  EPIQ shall:


 


(a)           subject
to receipt of necessary information from Seller, prepare and file with the SEC,
as soon as practicable after March 1, 2006, but not later than April 15,
2006, a registration statement (the “Seller
Shelf Registration”) on Form S-3 or any other available form to
enable the resale of the Registrable Shares by Seller, Seller’s nominee and the
Escrow Agent on a delayed or continuous basis under Rule 415 of the
Securities Act, provided, however, that EPIQ will not be responsible for any
delay beyond the control of EPIQ in the filing of the Seller Shelf Registration
due to delay in the preparation of audited financial statements of nMatrix
required to be filed with the SEC in accordance with Form 8-K;


 


(b)           use
its best efforts to cause the Registration Statement to become effective as
soon as reasonably practicable after the filing of the Registration Statement;


 


(c)           use
its best efforts to prepare and file with the SEC such amendments and
supplements to the Registration Statement and the Prospectus used in connection
therewith and take all such other actions as may be necessary to keep the
Registration Statement current and effective during the Registration Period;


 


(d)           promptly
furnish to Seller with respect to the Registrable Shares registered under the
Registration Statement that number of copies of the Registration Statement,
Prospectuses and Preliminary Prospectuses (in electronic form) in conformity
with the requirements of the Securities Act and such other documents as Seller
may reasonably request, in order to facilitate the public sale or other
disposition of the Registrable Shares by Seller;


 


(e)           promptly
take such action as may be necessary to qualify, or obtain, an exemption for
the Registrable Shares under such of the state securities laws of United States
jurisdictions as is necessary to qualify, or obtain an exemption for, the sale
of the Registrable Shares in states specified in writing by Seller; provided,
however, that EPIQ shall not be required to qualify to do business or consent
to service of process in any jurisdiction in which it is not now so qualified
or has not so consented;


 


(f)            advise
Seller, within two business days by e-mail, fax or other type of communication,
and, if requested by such person, confirm such advice in writing:  (i) after it receives notice or obtains
knowledge of the issuance of any stop order by the SEC delaying or suspending
the effectiveness of the Registration Statement or of the initiation or threat
of any proceeding for that purpose, or any other order issued by any state
securities commission or other regulatory authority suspending the
qualification or exemption from qualification of the Registrable Shares under
state securities or “blue sky” laws; and it will promptly use its best efforts
to prevent the issuance of any stop order or other order or to obtain its
withdrawal at the earliest possible moment if such stop order or other order
should be issued; (ii) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the Registration
Statement or any post-effective amendment thereto, when the same has become
effective; and (iii) after EPIQ receives notice or obtains knowledge of
the existence of any fact or the happening of any event that makes any
statement of a material fact made in the Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein untrue, or that requires the making of any additions to or
changes in the Registration Statement or the Prospectus in order to make the
statements therein not misleading; and


 


(g)           otherwise
use its best efforts to comply with all applicable rules and regulations
of the SEC that could affect the sale of the Registrable Shares; and


 


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(h)           use
its best efforts to cause all Registrable Shares to be listed on the Nasdaq
National Market or any other securities exchange or market, if any, on which
equity securities issued by EPIQ are then listed.


 


3.             EPIQ SHELF REGISTRATION.


 


(a)           If EPIQ (i) proposes to file a
registration statement to enable the
sale of shares of common stock by EPIQ on a delayed or continuous basis under Rule 415
of the Securities Act (the “EPIQ Shelf
Registration”), and (ii) proposes to immediately after the
effectiveness of the EPIQ Shelf Registration to sell common stock pursuant to
the EPIQ Shelf Registration to or through an underwriter or placement agent
(whether a firm commitment underwriting, a best efforts underwriting or a
placement to institutional investors), EPIQ will notify Seller no less than 15
days prior to the filing of the EPIQ Shelf Registration and offer to include
the Registrable Shares then held by Seller in the EPIQ Shelf Registration.  Seller will have 5 days after receipt of
written notice of EPIQ’s intention to file the EPIQ Shelf Registration to elect
to include the Registrable Shares in the EPIQ Shelf Registration.


 


(b)           If Seller elects to
include Registrable Shares in the EPIQ Shelf Registration, EPIQ will take all
steps specified in Section 2(b) through (h) with respect to the EPIQ Shelf Registration as EPIQ is otherwise
required to take with respect to the Seller Shelf Registration.


 


(c)           If EPIQ proposes to sell shares of
common stock for EPIQ’s account under the EPIQ Shelf Registration through an
underwriter or placement agent, EPIQ will, to the extent permitted by the
underwriter or placement agent, include some or all the Registrable Shares held
by Seller in the offering by the underwriter or placement agent on behalf of
EPIQ.  If any proposed distribution under the EPIQ Shelf Registration will be by
or through a placement agent or underwriter, the right of Seller to participate
in the distribution will be subject to the following conditions:  (i) Seller enters into, and perform its
obligations under, an underwriting agreement in customary form with the
managing underwriter selected for the underwriting; (ii) during the course
of the public offering or institutional placement, Seller cooperates with EPIQ
and takes such actions as are customarily required by underwriters in those
circumstances; (iii) during the period that the Registration Statement is
effective, Seller makes no other distribution of Registrable Shares; and (iv) if
the underwriters for the public offering of securities of EPIQ so request in
writing of Seller and certain officers and directors of EPIQ, Seller agrees not
to sell any EPIQ common stock held by Seller (other than Registrable Shares
being registered in the offering), without the consent of the underwriters, for
a period of not less than the period during which the requested officers of
EPIQ agree not to effect such sales.  If
EPIQ is advised in writing in good faith by any managing underwriter of the
common stock being offered in a public offering or institutional placement that
the number of shares of common stock proposed to be offered is greater than the
amount that can be offered without adversely affecting the offering, EPIQ may,
at its sole discretion, reduce the number of Registrable Shares included in the
offering, it being understood that the securities to be included in the
offering will first be allocated to EPIQ and then pro rata among Seller and any
other stockholders seeking to include securities in the offering.


 


4.             SELLER
OBLIGATIONS.


 


(a)           In
connection with the filing of either Registration Statement, Seller will
furnish to EPIQ as expeditiously as possible, such documents or information
with respect to itself and the proposed sale or distribution of the Registrable
Shares, as is reasonably necessary in order to assure compliance of U.S.
federal and applicable state securities laws. 
In addition, as a condition to any proposed sale or distribution of the
Registrable Shares, Seller agrees that, in connection with any proposed sale or
distribution of Registrable Shares, Seller will comply with applicable
prospectus delivery requirements,


 


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and that
such shares of Registrable Shares will be sold or distributed in accordance
with the method of sale set forth in the Registration Statement.


 


(b)           Seller
will promptly notify EPIQ in writing of any changes in the information set
forth in the Registration Statement regarding Seller or its plan of
distribution.


 


(c)           Provided
that a Suspension is not then in effect, Seller may sell Registrable Shares
under the Registration Statement, provided that it arranges for delivery of a
current Prospectus to the transferee of the Registrable Shares.


 


(d)           Upon
each sale of Registrable Shares by Seller under the Registration Statement,
Seller must also deliver to EPIQ’s transfer agent, with a copy to EPIQ, a
Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit A, so that the Registrable
Shares may be properly transferred.


 


(e)           So
long as any affiliate of Seller is an officer or employee of EPIQ or any direct
or indirect subsidiary of EPIQ, Seller will sell Registrable Shares only in
accordance with the terms of EPIQ’s policy on insider trading.


 


5.             SUSPENSION.


 


(a)           Except
in the event that subsection (b) below
applies, EPIQ will, at all times during the Registration Period, promptly (i) prepare
and file from time to time with the SEC a post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that such Registration Statement will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and so that, as thereafter delivered to purchasers of the
Registrable Shares being sold thereunder, such Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; (ii) provide
Seller copies of any documents filed pursuant to Section 2 or 3;
and (iii) inform Seller that EPIQ has complied with its obligations in Section 2 or 3 (or that, if EPIQ has filed a
post-effective amendment to the Registration Statement that has not yet been
declared effective, EPIQ will notify Seller to that effect, will use its best
efforts to secure the effectiveness of such post-effective amendment as
promptly as possible and will promptly notify Seller pursuant to Section 2 or 3 when the amendment has become effective).


 


(b)           Subject
to subsection (c) below,
in the event (i) of any request by the SEC or any other federal or state
governmental authority during the period of effectiveness of the Registration
Statement for amendments or supplements to a Registration Statement or related
Prospectus or for additional information; (ii) of the issuance by the SEC
or any other federal or state governmental authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose; (iii) of the receipt by EPIQ of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; or (iv) of any event or circumstance that necessitates the making
of any changes in the Registration Statement or Prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the
case of the Registration Statement, it will not contain any untrue statement of
a material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in
the case of the Prospectus, it will not contain any untrue statement of a
material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein, in the light


 


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of the circumstances under which they were
made, not misleading; then EPIQ will deliver a certificate in writing to Seller
(the “Suspension Notice”) to the
effect of the foregoing and, upon receipt of a Suspension Notice, Seller will
refrain from selling any Registrable Shares pursuant to the Registration
Statement (a “Suspension”) until
Seller receives a copy of a supplemented or amended Prospectus prepared and
filed by EPIQ, or until it is advised in writing by EPIQ that the current
Prospectus may be used, and has received a copy of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in any such Prospectus.  In the event of
any Suspension, EPIQ will use its best efforts to cause the use of the
Prospectus so suspended to be resumed as soon as reasonably practicable after
the delivery of a Suspension Notice to Seller.


 


(c)           Seller
will not be prohibited by the foregoing subsections from selling Registrable
Shares under the Registration Statement as a result of Suspensions on more than
two occasions (for two separate suspension events) of not more than 30 days
each in any 12-month period.


 


6.             INDEMNIFICATION.


 


(a)           EPIQ
agrees to indemnify and hold harmless each Selling Stockholder from and against
any losses, claims, damages, liabilities or expenses to which a Selling
Stockholder may become subject (under the Securities Act or otherwise) insofar
as such losses, claims, damages, liabilities or expenses (or actions or
proceedings in respect thereof) arise out of, or are based upon (i) any
untrue statement of a material fact contained in the Registration Statement or
Prospectus, (ii) any failure by EPIQ to fulfill any undertaking included
in the Registration Statement, or (iii) any breach of any representation,
warranty or covenant made by EPIQ in this Agreement, and EPIQ will promptly
reimburse the Selling Stockholder for any reasonable legal or other expenses
incurred in investigating, defending or preparing to defend, settling,
compromising or paying any such action, proceeding or claim.  EPIQ shall not, however, be liable in any
such case to the extent that such loss, claim, damage, liability or expense
arises solely out of, or is based solely upon, an untrue statement made in such
Registration Statement in reliance upon and in conformity with written
information furnished to EPIQ by the Selling Stockholder specifically for use
in preparation of the Registration Statement or the failure of the Selling
Stockholder to comply with its covenants and agreements contained in Section 4 hereof respecting sale of
the Registrable Shares or any statement or omission in any Prospectus that is
corrected in any subsequent Prospectus that was delivered to Seller at least
three business days prior to the pertinent sale or sales by Seller.  In no event shall EPIQ be liable to any
Selling Stockholder for any consequential damages, including lost profits,
solely with respect to losses, claims, damages, liabilities or expenses to
which such Selling Stockholder may become subject arising out of, or based
upon, any breach of any representation, warranty or covenant made by EPIQ in this
Agreement.


 


(b)           Seller
agrees to indemnify and hold harmless EPIQ (and each person, if any, who
controls EPIQ within the meaning of Section 15 of the Securities Act, each
officer of EPIQ who signs the Registration Statement and each director of EPIQ)
from and against any losses, claims, damages, liabilities or expenses to which
EPIQ (or any such officer, director or controlling person) may become subject
(under the Securities Act or otherwise), insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceedings in respect thereof)
arise solely out of, or are based solely upon, (i) any failure to comply
with, or breach of, the representations, covenants and agreements contained in Section 2 or 3 respecting sale of the Registrable Shares,
or (ii) any untrue statement of a material fact contained in the
Registration Statement if such untrue statement was made in reliance upon and
in conformity with written information furnished by Seller specifically for use
in preparation of the Registration Statement. 
In no event shall Seller be liable in any such case for any untrue
statement in any Registration Statement or Prospectus if such
statement has been corrected in writing by Seller and delivered to EPIQ at
least three business days prior to the pertinent sale or sales by Seller), and
Seller will reimburse EPIQ (or such officer, director or controlling person),
as the case may be, for any legal or other expenses reasonably


 


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incurred in investigating, defending or
preparing to defend, settling, compromising or paying any such action,
proceeding or claim. Notwithstanding the foregoing, (x) Seller’s aggregate
liability pursuant to this subsection (b) and
subsection (d) shall be
limited to the net amount received by Seller from the sale of the Registrable
Shares, and (y) Seller shall not be liable to EPIQ for any consequential
damages, including lost profits, solely with respect to losses, claims,
damages, liabilities or expenses to which EPIQ (or any officer, director or
controlling person as set forth above) may become subject (under the Securities
Act or otherwise), arising out of, or based upon, any failure to comply with
the covenants and agreements contained in Section 2
or 3 respecting sale of the
Registrable Shares.


 


(c)           Promptly
after receipt by any indemnified person of a notice of a claim or the beginning
of any action in respect of which indemnity is to be sought against an
indemnifying person pursuant to this Section 6,
such indemnified person shall notify the indemnifying person in writing of such
claim or of the commencement of such action, but the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party under this Section 6
(except to the extent that such omission materially and adversely affects the
indemnifying party’s ability to defend such action) or from any liability
otherwise than under this Section 6.  Subject to the provisions hereinafter stated,
in case any such action shall be brought against an indemnified person, the
indemnifying person shall be entitled to participate therein, and, to the
extent that it shall elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party,
shall be entitled to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified person. 
After notice from the indemnifying person to such indemnified person of
its election to assume the defense thereof, such indemnifying person shall not
be liable to such indemnified person for any legal expenses subsequently
incurred by such indemnified person in connection with the defense thereof, provided
further, however, that if there exists or shall exist a conflict of
interest that would make it inappropriate, in the opinion of counsel to the
indemnified person, for the same counsel to represent both the indemnified
person and such indemnifying person or any affiliate or associate thereof, the
indemnified person shall be entitled to retain its own counsel at the expense
of such indemnifying person; provided, however, that no
indemnifying person shall be responsible for the fees and expenses of more than
one separate counsel (together with appropriate local counsel) for all
indemnified parties.  In no event shall
any indemnifying person be liable in respect of any amounts paid in settlement
of any action unless the indemnifying person shall have approved the terms of
such settlement; provided that such consent shall not be unreasonably
withheld.  No indemnifying person shall,
without the prior written consent of the indemnified person, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified person is or could have been a party and indemnification could have
been sought hereunder by such indemnified person, unless such settlement
includes an unconditional release of such indemnified person from all liability
on claims that are the subject matter of such proceeding.


 


(d)           If
the indemnification provided for in this Section 6
is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses,
claims, damages, liabilities or expenses (or actions or proceedings in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or expenses (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
EPIQ on the one hand and Seller on the other in connection with the statements
or omissions or other matters which resulted in such losses, claims, damages,
liabilities or expenses (or actions in respect thereof), as well as any other
relevant equitable considerations.  The
relative fault shall be determined by reference to, among other things, in the
case of an untrue statement, whether the untrue statement relates to
information supplied by EPIQ on the one hand or an Investor on the other and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement. 
EPIQ and Seller each agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if Seller and its affiliates were
treated as one entity for such purpose) or by any other method of


 


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allocation which does not take into account
the equitable considerations referred to above in this subsection (d).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions
of this subsection (d),
Seller shall not be required to contribute any amount in excess of the net
amount received by Seller from the sale of the Registrable Shares.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
Seller’s obligations in this subsection to contribute are several
in proportion to their sales of Registrable Shares to which such loss relates
and not joint.


 


(e)           The
parties to this Agreement hereby acknowledge that they are sophisticated
business persons who were represented by counsel during the negotiations
regarding the provisions hereof including, without limitation, the provisions
of this Section 6, and are fully
informed regarding said provisions.


 


7.             RULE
144.  For a period of two years following the date
hereof, EPIQ agrees to:


 


(a)           comply
with the requirements of Rule 144(c) under the Securities Act with
respect to current public information about EPIQ;


 


(b)           use
its best efforts to file with the SEC in a timely manner all reports and other
documents required of EPIQ under the Securities Act and the Exchange Act (at
any time it is subject to such reporting requirements); and


 


(c)           furnish
to Seller upon request (i) a written statement by EPIQ as to its
compliance with the requirements of said Rule 144(c) and the
reporting requirements of the Securities Act and the Exchange Act (at any time
it is subject to such reporting requirements), (ii) a copy of the most recent
annual or quarterly report of EPIQ, and (iii) such other publicly-filed
reports and documents of EPIQ as Seller may reasonably request to avail itself
of any similar rule or regulation of the SEC allowing it to sell any such
securities without registration.


 


8.             EXPENSES.


 


(a)           EPIQ
will pay all expenses in connection with the registration of Registrable Shares
effected by EPIQ pursuant to Section 2
or 3 other than Selling
Expenses.  Seller will pay all Selling
Expenses.


 


(b)           The
expenses in connection with the registration of Registrable Shares effected by
EPIQ pursuant to Section 2 or 3 include all expenses incurred by EPIQ in
complying with Section 2 or 3, including all registration and filing
fees, printing expenses, fees in connection with the listing of the Registrable
Shares with any securities exchange, fees and disbursements of counsel to EPIQ
and independent public accountants for EPIQ, fees and expenses (including
counsel fees) incurred in connection with complying with state securities or “blue
sky” laws, fees of the National Association of Securities Dealers, Inc.,
transfer taxes, fees of transfer agents and registrars; provided however, that
expenses payable by EPIQ with respect to counsel for Seller shall be limited to
not more than $15,000 in fees (plus reasonable out-of-pocket expenses) of one
special counsel for Seller, who shall be reasonably acceptable to EPIQ.  The terms of this Section 8
shall not require either party to pay any charges or amounts for routine
internal costs incurred by the other party in carrying out the transfers
contemplated in this Agreement.


 


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9.             TERMINATION.  The
obligations of EPIQ under this Agreement expire and terminate upon end of the
Registration Period.


 


10.          PRICE PROTECTION FOR CERTAIN SALES OF
EPIQ SHARES.  If and to the extent that Seller sells EPIQ Shares
pursuant to the Registration Statement at a per share price (before commissions
and other transaction expenses, the “Sale
Price”) lower than the Share Price,
then EPIQ will pay to Seller an amount in cash equal to the number of EPIQ
Shares sold by Seller multiplied by the difference between the Share Price
minus the Sale Price.  The foregoing
price protection will terminate permanently, and will no longer be effective,
as of the close of business on the date that is after any 15 trading days on
which the Stockholder may lawfully sell Shares under the Registration Statement
and the last sale price for EPIQ’s common stock on the Nasdaq National Market,
or any other national securities exchange or
automated quotation system on which EPIQ common stock is then traded, has been equal to or greater than the Share
Price.  Any trading day on which (i) a
Suspension in accordance with Section 5 is in effect, or (ii) Seller is restricted from
selling Registrable Shares under the terms of EPIQ’s insider trading policy, as
then in effect, will not be counted for purposes of computing the 15 trading
days in the preceding sentence.


 


11.          MISCELLANEOUS.


 


(a)           Representations and Warranties.  The representations and
warranties related to authentication, execution, delivery and enforceability of
this Agreement set forth in the Stock Purchase Agreement are incorporated
herein by reference.


 


(b)           Binding Effect.  This
Agreement is binding upon and will inure to the benefit of the respective
successors and assigns of the parties, whether so expressed or not.


 


(c)           No Assignment.  Seller
may not assign this Agreement or any of the rights or obligations hereunder
without the express prior written consent of EPIQ.


 


(d)           Notice.  All
notices, requests, consents or other communications required pursuant to this
Agreement shall be in writing and shall be delivered personally, mailed by
certified or registered mail (return receipt requested), or sent by facsimile
addressed as follows:


 


if to EPIQ:


 


EPIQ Systems, Inc.


501 Kansas Avenue


Kansas City, Kansas  66105-1309


Fax:  (913) 621-7281


Attention:  Executive Vice President and CFO


 


with a copy to:


 


Gilmore &
Bell, P.C.


2405 Grand
Boulevard, Suite 1100


Kansas City,
Missouri  64108-2521


Fax:  (816) 221-1018


Attention:  Richard M. Wright, Jr.


 


9





















 


if to Seller:


 


Ajuta International Pty. Ltd., 

as Trustee of Hypatia Trust


c/o Wedlake Bell

52 Bedford Road

London WC1R 4LR


Fax:  (44)(207) 395-3100


Attention:  Barry Wetherill


 


with a copy to:


 


Wormser, Kiely,
Galef & Jacobs LLP


825 Third Avenue


New York, New
York  10022


Fax:  (212) 687-5703


Attention:  Keith M. Pinter, Esq.


 


or, to such other address as may be given
pursuant to this subsection (d).


 


(e)           Governing Law.  This
Agreement is governed and construed in accordance with the laws of the State of
New York (irrespective of its choice of law principles).


 


(f)            Amendment.  This
Agreement may be amended only by a written amendment signed by both EPIQ and
Seller.  The failure of a party to
enforce any right set forth in this Agreement, or granted at law or in equity,
will in no way be construed to be a waiver of such right, or affect the
validity of this Agreement or any part thereof, or the right thereafter to
enforce each and every provision of this Agreement.


 


(g)           Unenforceable Provision.  If any
provision of this Agreement is held to be illegal, invalid, or unenforceable,
that provision will be severed from this Agreement and will not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement.


 


(h)           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will be
deemed to be an original and all of which together will constitute one and the
same instrument.


 


[Remainder of this page intentionally
left blank.]


 


10





















 


IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.


 


	
   

  	
  EPIQ SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Christopher E. Olofson

  	
   

  
	
   

  	
   

  	
  Christopher E. Olofson,

  
	
   

  	
   

  	
  President and Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AJUTA
  INTERNATIONAL PTY. LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Ira B. Stechel

  	
   

  
	
   

  	
   

  	
  Printed Name: Ira B. Stechel

  
	
   

  	
   

  	
  Title: Attorney In Fact

  



 


11





















 


EXHIBIT A


 


 


CERTIFICATE
OF SUBSEQUENT SALE


 


Wells Fargo Bank, N.A.


Shareholder Services


161 North Concord Exchange


South St. Paul, Minnesota  55075


 


RE:                              Sale of Shares of Common Stock of EPIQ
Systems, Inc. (the “Company”) pursuant to EPIQ’s Registration Statement on
Form S-3 dated                                                   
(the “Registration Statement”)


 


Ladies
and Gentlemen:


 


The undersigned hereby certifies, in connection with
the sale of shares of Common Stock of EPIQ included in the table of Selling
Stockholders in the Registration Statement, that the undersigned has sold the
shares pursuant to the Registration Statement and in a manner described under
the caption “Plan of Distribution” in the Registration Statement and that such
sale complies with all applicable securities laws, including, the Registration
Statement delivery requirements of the Securities Act of 1933, as amended.


 


Selling
Stockholder (the beneficial owner):


 


Record
Holder (e.g., if held in name of nominee):


 


Restricted
Stock Certificate No.(s):


 


Number
of Shares Sold:


 


Date
of Sale:


 


If you receive a stock certificate(s) representing
more shares of Common Stock than have been sold by the undersigned, then you
should return to the undersigned a newly issued certificate for the excess
shares in the name of the Record Holder and BEARING
A RESTRICTIVE LEGEND.  Further,
you should place a stop transfer on your records with regard to such
certificate.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  AJUTA INTERNATIONAL PTY. LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


	
  cc:

  	
  EPIQ Systems, Inc.

  
	
   

  	
  Attention: Chief Financial Officer

  



 


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