STOCK OPTION AGREEMENTStock Option Agreement • February 13th, 2004 • Epiq Systems Inc • Services-computer programming services
THIS STOCK OPTION AGREEMENT (“Agreement”) is made as of this 30th day of January, 2004, by and between EPIQ Systems, Inc. a Missouri corporation (the “Company”) and Jeffrey B. Baker (the “Employee”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment Agreement • February 13th, 2004 • Epiq Systems Inc • Services-computer programming services • Oregon
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of January 30, 2004, between Poorman-Douglas Corporation, a Rhode Island corporation (the “Company”), and Edward J. Nimmo (“Executive”).
CREDIT AGREEMENT dated as of January 30, 2004 amongCredit Agreement • February 13th, 2004 • Epiq Systems Inc • Services-computer programming services
THIS CREDIT AGREEMENT dated as of January 30, 2004 (this “Agreement”) is entered into among EPIQ SYSTEMS, INC., a Missouri corporation (the “Company”), BANKRUPTCY SERVICES LLC, a New York limited liability company (“Bankruptcy Services”), POORMAN-DOUGLAS CORPORATION, a Rhode Island corporation (“Poorman”), (Bankruptcy Services, Poorman and each other Subsidiary of the Company that becomes a party hereto as a Borrower pursuant to a Joinder Agreement are collectively referred to herein as the “Borrower Subsidiaries”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as syndication agent, and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders.
AGREEMENT RELATED TO MERGER AGREEMENTMerger Agreement • February 13th, 2004 • Epiq Systems Inc • Services-computer programming services • Oregon
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.”
AGREEMENT AND PLAN OF MERGER by and among P-D HOLDING CORP., EPIQ SYSTEMS, INC., PD MERGER CORP. and THE SHAREHOLDERS’ REPRESENTATIVE IDENTIFIED HEREIN Dated as of January 30, 2004Merger Agreement • February 13th, 2004 • Epiq Systems Inc • Services-computer programming services • Oregon
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 30, 2004, is made by and among P-D Holding Corp., an Oregon corporation (the “Company”), EPIQ Systems, Inc., a Missouri corporation (“Parent”), PD Merger Corp., an Oregon corporation (“Merger Sub”), and the Shareholders’ Representative (solely in its capacity as the Shareholders’ Representative) identified in Section 11.7 hereof.
