THE CIRCUIT COURT OF THE STATE OF OREGON FOR THE COUNTY OF MULTNOMAH. Case No.

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1 // :: PM CV00 1 THE CIRCUIT COURT OF THE STATE OF OREGON FOR THE COUNTY OF MULTNOMAH 1 MICHAEL LYNCH, as personal representative of the Estate of Edward C. Lynch, v. Plaintiff, PACIFIC FOODS OF OREGON, INC., an Oregon corporation; CHARLES EGGERT, an individual; JOHNATHAN GEHRS, an individual; KAYE BARNES, an individual; MOSS ADAMS LLP, a Washington limited liability partnership; PFO SHAREHOLDERS CORP., an Oregon corporation; and JOHN DOE DEFENDANTS 1-, Defendants. Case No. COMPLAINT (Violation of Oregon Securities Laws; Breach of Contract; Breach of Fiduciary Duty; Misrepresentation; Negligent Misrepresentation; Declaratory Judgment; Unjust Enrichment) [NOT SUBJECT TO MANDATORY ARBITRATION] JURY TRIAL DEMANDED Filing Fee Authority: ORS.0(1)(e) Amount in Controversy: in excess of $0 million SUMMARY OF THE ACTION 1. This case involves the Estate of Edward ( Ed ) C. Lynch. During his lifetime, Ed was a wealthy and active philanthropist. Ed died in at the age of. Ed s most valuable asset upon his death was his percent interest in Pacific Foods of Oregon, Inc. ( Pacific Foods, the company, or PFO ). Pacific Foods is a closely-held organic food company that Ed founded with his son-in-law, Charles Eggert ( Eggert ), in the 0s. At the time of his death, Ed owned Pacific Foods along with Eggert, a number of Eggert s family members, and a handful of Pacific Foods employees. Page 1 COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

2 1. Consistent with his lifelong commitment to philanthropy, Ed left substantially all of his Estate to charity. Ed s will makes clear his wish that his Pacific Foods interest would be sold to maximize the economic benefit for charitable purposes.. The Articles of Incorporation for Pacific Foods provided for the redemption of Ed s stock by the company following his death. The Articles further provided that Ed s shares would be redeemed at fair market value. Following Ed s death in, Pacific Foods redeemed Ed s shares, and represented that the price at which the shares were being redeemed was the true fair market value for the shares. That representation was incorrect. In fact, Pacific Foods redeemed Ed s shares at a value vastly less than true fair market value.. In July of (twenty-two months after the redemption), Campbell Soup Company announced that it was acquiring Pacific Foods for $00 million. This amount was higher than the redemption valuation by an order of magnitude. There were no changes at Pacific Foods between and that justify or explain the vast difference between the redemption valuation and the $00 million Campbell purchase price. The explanation is that the redemption valuation was grossly understated. PFO s payment of a massively deflated redemption price to the Estate for Ed s shares had the effect of transferring the bulk of the value of Ed s Estate back to the company, to the very significant detriment of the Estate and to the great benefit of the remaining shareholders.. Plaintiff brings this suit to recover funds rightfully belonging to the Estate so that such funds may be distributed to charity according to Ed s wishes. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

3 1 PARTIES. Plaintiff Michael Lynch ( Plaintiff ) is the personal representative for the Estate of Edward C. Lynch (the Estate ). Ed was Plaintiff s father. Plaintiff brings this action in his capacity as the personal representative of the Estate.. Defendant PFO is a closely-held Oregon corporation.. Defendant Eggert is an Oregon resident. Eggert was at all material times and is the President of PFO, and a member of PFO s board of directors. At the time of Ed s death, Eggert owned approximately percent of PFO. Immediately following Ed s death, Eggert became the owner of 0 percent of PFO s voting stock. Following PFO s redemption of Ed s shares (the Redemption ), Eggert became PFO s majority shareholder.. Defendant Jonathan Gehrs ( Gehrs ) is an Oregon resident. Gehrs was at all material times and is a member of PFO s board of directors, an employee of PFO and a shareholder of PFO.. Defendant Kaye Barnes ( Barnes ) is an Oregon resident. Barnes was at all material times and is an officer, director, and shareholder of PFO.. John Doe Defendants 1- are any and all additional members of the board of directors of PFO from May through the present, whose identities are unknown to Plaintiff at this time. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

4 1 1. PFO, Eggert, Gehrs, Barnes, and John Doe Defendants 1- are referenced collectively herein as the PFO Defendants. Eggert, Gehrs, Barnes and John Doe Defendants 1- are referenced collectively herein as the PFO Directors.. Defendant Moss Adams LLP ( Moss Adams ) is a Washington limited liability partnership with offices in Multnomah County, Oregon. During the relevant time period, PFO retained Moss Adams to undertake periodic valuations of PFO. PFO further retained Moss Adams to undertake the valuation used by PFO for the Redemption.. Defendant PFO Shareholders Corp. is an Oregon corporation. On information and belief, it was formed in July of in connection with a potential reorganization of PFO in anticipation of the Campbell Soup Company acquisition. Plaintiff names PFO Shareholders Corp. in an abundance of caution and as a party that has or may claim an interest in this action pursuant to ORS.1. JURISDICTION AND VENUE. This Court has personal jurisdiction over Defendants pursuant to ORCP. Venue in Multnomah County is proper pursuant to ORS.00. GENERAL ALLEGATIONS. PFO was founded by Ed and Eggert in or around. PFO s primary business is the manufacture, packaging, distribution and sales of organic beverages and foods. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

5 1. Ed died on May, at the age of. Immediately prior to his death, Ed owned approximately percent of PFO, consisting of,0 shares of Type A Voting Common Stock and, shares of Type B Non-Voting Common Stock.. At the time of his death, the Articles of Incorporation of Pacific Foods of Oregon, Inc. (as amended by: (1) the Articles of Amendment for Pacific Foods of Oregon, Inc.; () Pacific Foods of Oregon, Inc. Second Articles of Amendment; and () Third Amendment to Articles of Pacific Foods of Oregon, Inc.) (collectively the Articles ) contained provisions controlling the redemption of Ed s PFO shares upon his death.. The Articles provide that upon Ed s death, the Type A [Voting] Shares owned by Ed shall immediately convert to Type B Non-Voting Shares. The Articles further provide:. Upon the death of Ed [PFO] shall redeem the Shares owned or held by Ed in accordance with Section. of this Article II. Redemption shall occur within ninety (0) days of the Determination Date. of Ed.. The Determination Date is defined as thirty (0) days following the death The Articles at Section. state that:. For purposes of this Article II, the Purchase Price for the Corporation s Shares (whether Type A or Type B Shares) shall be based on the True Fair Market Value of the Corporation. The Corporation will obtain an annual appraisal to determine its True Fair Market Value (the Appraisal ). The Appraisal will be obtained from Moss Adams, LLP, or another independent appraisal firm designated by the Board of Directors. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

6 1. The Articles define True Fair Market Value as: the total value of the Corporation determined by independent appraisal under Section. below, based upon the assumption of 0% control (i.e. on an absolute majority basis). No discounts or premiums shall apply in determining the Corporation s True Fair Market Value.. Upon Ed s death, pursuant to the Articles, the PFO Defendants converted all of Ed s Type A Voting Common Stock to Type B Non-Voting Common Stock.. Prior to Ed s death, the only owners of PFO Type A Voting Common Stock were Ed and Eggert. Thus, immediately following Ed s death and the conversion of Ed s voting shares to non-voting shares, Eggert became the owner of 0 percent of PFO s outstanding voting stock.. The PFO Defendants engaged Moss Adams to undertake a valuation of PFO as of the Determination Date June, (0 days following Ed s death).. Moss Adams provided its Valuation Analysis (the Valuation Analysis ) to PFO under a cover letter dated September,. Plaintiff is unaware whether this was the first or only time the Valuation Analysis was provided to the PFO Defendants. The Valuation Analysis states that Moss Adams LLP was engaged by Pacific Foods of Oregon, Inc. to determine the True Fair Market Value (as defined by the Third Amendment to Articles of Pacific Foods of Oregon, Inc.) of the Company as of June, in connection with Mr. Ed Lynch s death, on May,. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

7 1. The Valuation Analysis contains Moss Adams Concluded Value of PFO as a total dollar amount for all shares (and further breaks the value down to a per share value). The Moss Adams Concluded Value, which was used by the PFO Defendants to set the purchase price for Ed s shares in connection with the Redemption, is referenced herein as the Purported Value.. In a letter dated September,, Eggert wrote to Plaintiff regarding the basis for the valuation and redemption logistics. Eggert s letter purported to explain the Purported Value, and further informed Plaintiff of the amount of the purchase price for the Redeemed Shares (the Purchase Price ). Consistent with Ed s percentage of ownership of PFO, the Purchase Price was approximately percent of the total Purported Value (adjusted downward by certain offsets as allowed by the Articles). Eggert s letter further stated that, One thing to note is Moss Adams valuation assumes an outside sale of the company. 0. On or after September,, PFO sent Plaintiff a copy of the Valuation Analysis. 1. Moss Adams was at all times aware that the Purported Value and the Valuation Analysis would be shared with Plaintiff and would be used by the PFO Defendants and Plaintiff in connection with the Redemption.. On information and belief, the PFO Defendants effectuated the Redemption and purchased all of Ed s PFO shares (the Redeemed Shares ) at some point after September,. In or around December, Plaintiff began receiving installment payments from PFO for the Redeemed Shares. A significant portion of the Purchase Price has not been paid. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

8 1. Immediately upon Ed s death, Eggert became the controlling shareholder of PFO, based on his ownership of 0 percent of PFO s voting shares, and further based on the number of shares he owned and his role as President of PFO and a member of its board of directors.. Prior to the redemption of Ed s shares, Eggert owned approximately percent of the outstanding shares of PFO (voting and non-voting). Following the Redemption, in addition to his status as the only voting shareholder, Eggert further became the majority owner of PFO, holding approximately 0. percent of all outstanding shares.. At all relevant times, the PFO Defendants were exploring the potential that a larger corporation would acquire PFO.. PFO is a local organic food manufacturer and distributor. Consumer demand for organic and natural foods has grown tremendously in recent times. For years, natural and organic public food companies have been trading at significantly higher values relative to other public food manufacturers and distributors. For well over a decade, large food manufacturers and distributors have been acquiring natural and organic food companies at a record pace. Further, in those acquisitions, the large food manufacturers and distributors have been paying significantly higher multiples of revenues relative to other acquisitions generally.. Prior to Ed s death, the PFO Defendants had identified Campbell Soup Company as a potential buyer of PFO. Campbell Soup Company, along with its wholly-owned subsidiary, Campbell Investment Company, is referenced collectively herein as Campbell. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

9 1. Prior to Ed s death, executives from Campbell visited PFO s facilities in Oregon in connection with a potential acquisition.. On July,, Campbell announced that it was acquiring PFO for $00 million (the Campbell Value ). The Campbell Value was vastly higher (by an order of magnitude) than the Purported Value (as of June, ) provided by Defendants twenty-two months earlier. 0. There were no material changes at PFO that could potentially explain the vast discrepancy in the Purported Value as June of and the $00 million purchase price announced in July of. PFO. 1. The explanation is that the Purported Value was incorrect, and grossly undervalued. The Valuation Analysis states that the Standard of Value used for the valuation was the True Fair Market Value of the Company as defined in the Articles. The Valuation Analysis further states: For purposes of this valuation, we have assumed that True Fair Market Value is analogous to Fair Market Value for the Company. The term Fair Market Value is defined by Revenue Ruling -0 as the price at which the property would change hands between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of the relevant facts.. The Purported Value was not, in fact, even in the ballpark of the price at which PFO (or its shareholders) would have been willing to sell PFO in, or what a willing buyer (such as Campbell) would have been willing to pay for PFO in. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

10 1 forth herein. CLAIMS FOR RELIEF FIRST CLAIM FOR RELIEF Violations of Oregon Securities Law ORS.1 (Against All Defendants). Plaintiff incorporates by reference the allegations in the above paragraphs as if fully set. The Redeemed Shares are securities within the meaning of ORS.0()(a).. PFO purchased the Redeemed Shares by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in violation of ORS.1(1)(b).. Eggert successfully solicited the purchase of the Redeemed Shares by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in violation of ORS.1(1)(b).. In purchasing the Redeemed Shares, PFO and Eggert made untrue statements of material fact including, without limitation that: (a) (b) (c) the Purported Value was the True Fair Market Value of PFO; the Purported Value was based on the price at which PFO would change hands between a willing buyer and a willing seller; and the Purported Value assumed an outside sale of PFO. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

11 . In purchasing the Redeemed Shares, PFO and Eggert omitted to state material facts, including, without limitation that: 1 (a) (b) (c) (d) (e) (f) (g) (h) the Purported Value did not represent the true fair market value of PFO; the true fair market value of PFO was in fact vastly higher than the Purported Value; the Valuation Analysis was incorrect; large food manufacturers were acquiring natural and organic food companies at a record pace; in those acquisitions, the large food manufacturers and distributors had been paying significantly higher multiples of revenues relative to other acquisitions generally; the Valuation Analysis failed to use proper comparable transactions and failed properly to weight the income and market (public company and acquisition) approaches; PFO was a very attractive acquisition target; and PFO and Eggert would not have sold PFO for the Purported Value, and instead would have demanded a vastly higher price. 0. Plaintiff did not know of Defendants untruths and omissions. 1. Eggert is jointly and severally liable with PFO pursuant to ORS.1(). At all relevant times, Eggert controlled PFO and was an officer and director of PFO. Eggert further participated and materially aided in the purchase. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

12 1. Barnes, Gehrs and John Doe Defendants 1- are jointly and severally liable with PFO and Eggert pursuant to ORS.1(). At all relevant times, Barnes was an officer and director of PFO. At all relevant times, Gehrs was a director of PFO.. Moss Adams is jointly and severally liable with PFO and Eggert pursuant to ORS.1(). Moss Adams participated and materially aided in the purchase by preparing the Valuation Analysis, without which the purchase could not have been completed.. Pursuant to ORS.1(), Defendants are liable for damages in the amount that would be recoverable upon tender of the consideration paid for the securities, plus any amount received on the securities, less the consideration paid for the securities, plus interest at the rate set forth in ORS.0 beginning 1 days from the date of Ed s death. Defendants are liable to Plaintiff on this claim for an amount to be proven at trial in excess of $0 million. attorney fees. forth herein.. Pursuant to ORS.1(), Defendants should be required to pay Plaintiff s reasonable SECOND CLAIM FOR RELIEF Breach of Contract (Against PFO). Plaintiff incorporates by reference the allegations in the above paragraphs as if fully set The Articles are a contractual agreement between PFO and its shareholders.. Page 1 COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

13 1. The Articles, including the duty of good faith and fair dealing implied in all contracts, required PFO to redeem the Redeemed Shares at true fair market value.. In breach of the Articles and the duty of good faith and fair dealing, PFO purchased the Redeemed Shares at an amount vastly less than true fair market value. Plaintiff has fully performed his obligations under the Articles As a direct result of PFO s breach of the Articles, Plaintiff has been damaged in an amount to be proven at trial in excess of $0 million. Alternatively, as the result of its breach, PFO should be ordered to disgorge the full amount of the windfall it received as the result of its breach of the Articles, in an amount to be proven at trial in excess of $0 million. Plaintiff seeks an award of prejudgment interest on this claim at the rate set forth in ORS.0 beginning 1 days from the date of Ed s death. forth herein. corporation. THIRD CLAIM FOR RELIEF Breach of Fiduciary Duty/Aiding and Assisting (Against All Defendants). Plaintiff incorporates by reference the allegations in the above paragraphs as if fully set. Following Ed s death, the Estate held a minority interest in PFO, a closely-held Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

14 1. Eggert owed fiduciary duties to Plaintiff (in his capacity as the personal representative of the Estate) by virtue of his position as the controlling shareholder, President and a director of PFO.. The PFO Directors owed fiduciary duties to Plaintiff (in his capacity as the personal representative of the Estate) by virtue of their positions as directors and/or officers of PFO.. The PFO Directors owed Plaintiff the fiduciary duties of care, loyalty, good faith, fair dealing, and full disclosure. As shareholders in PFO, each of the PFO Directors had a very significant personal financial interest in PFO s redemption of Ed s shares.. The PFO Directors breached their fiduciary duties to Plaintiff in connection with the Redemption at least in the following ways: (a) (b) (c) effectuating the Redemption in an amount other than at true fair market value; approving and/or consciously or recklessly disregarding the seriously flawed Valuation Analysis; and making and/or consciously or recklessly disregarding the misstatements and omissions made in connection with the Redemption, as detailed in paragraphs & above, and paragraphs & below.. The PFO Directors have all become significantly enriched as the result of their breaches of fiduciary duty alleged herein. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

15 1. PFO acted in concert with the PFO Directors, and gave substantial assistance to the PFO Directors in connection with the Redemption. PFO is jointly and severally liable for the PFO Directors breaches of fiduciary duty. 0. Moss Adams acted in concert with the PFO Directors and gave substantial assistance to the PFO Directors in connection with the Redemption, including through the Valuation Analysis. Moss Adams is jointly and severally liable for the PFO Directors breaches of fiduciary duty. 1. As the direct and foreseeable result of the PFO Directors breaches of fiduciary duty, Plaintiff has been damaged in an amount to be proven at trial in excess of $0 million. Alternatively, the PFO Directors and PFO should be ordered to disgorge the full amount of the windfall they have received as the result of the breaches of fiduciary duty alleged herein, in an amount to be proven at trial in excess of $0 million. Plaintiff seeks an award of prejudgment interest on this claim at the rate set forth in ORS.0 beginning 1 days from the date of Ed s death. forth herein. FOURTH CLAIM FOR RELIEF Misrepresentation/Aiding and Assisting (Against All Defendants). Plaintiff incorporates by reference the allegations in the above paragraphs as if fully set Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

16 . PFO and Eggert made material misrepresentations to Plaintiff in connection with the Redemption, as stated in paragraph above. PFO and Eggert also omitted to disclose material facts when they were under a duty to speak, as stated in paragraph above.. Moss Adams made material misrepresentations to Plaintiff in connection with the Redemption and the Valuation Analysis, including, without limitation, that: (a) (b) the Purported Value was the true fair market value of PFO; and the Purported Value was based on the price at which PFO would change hands between a willing buyer and a willing seller.. 1 In connection with the Redemption and the Valuation Analysis, Moss Adams omitted to state material facts when it was under a duty to speak, including, without limitation that: (a) (b) (c) (d) (e) (f) the Purported Value did not represent the true fair market value of PFO; the true fair market value of PFO was in fact vastly higher than the Purported Value; the Valuation Analysis was incorrect; the Valuation Analysis failed to use proper comparable transactions and failed properly to weight the income and market (public company and acquisition) approaches; natural and organic public food companies were trading at significantly higher values relative to other public food manufacturers and distributors; large food manufacturers were acquiring natural and organic food companies at a record pace; Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

17 (g) (h) in those acquisitions, the large food manufacturers and distributors had been paying significantly higher multiples of revenues relative to other acquisitions generally; and PFO was a very attractive acquisition target.. 1 The PFO Defendants and Moss Adams were aware of their misrepresentations and omissions. Alternatively, the PFO Defendants and Moss Adams made their misrepresentations and omissions in reckless disregard of the truth.. Plaintiff did not know of the untruth of Defendants representations and was unaware of Defendants omissions. Plaintiff relied on Defendants misrepresentations and omissions and had a right to so rely.. All Defendants acted in concert with and aided and assisted in the actions of the PFO Defendants and Moss Adams as alleged herein. All Defendants are jointly and severally liable with the PFO Defendants and Moss Adams.. As the direct and foreseeable result of the misrepresentations and omissions alleged herein, Plaintiff has been damaged in an amount to be proven at trial in excess of $0 million. Alternatively, the PFO Directors and PFO should be ordered to disgorge the full amount of the windfall they have received as the result of the misrepresentations and omissions alleged herein, in an amount to be proven at trial in excess of $0 million. Plaintiff seeks an award of prejudgment interest on this claim at the rate set forth in ORS.0 beginning 1 days from the date of Ed s death. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

18 1 forth herein. FIFTH CLAIM FOR RELIEF Negligent Misrepresentation/Aiding and Assisting (Against All Defendants) 0. Plaintiff incorporates by reference the allegations in the above paragraphs as if fully set 1. In the course of their business and professional relationship with Plaintiff, Eggert, PFO and Moss Adams supplied information for the guidance of Plaintiff in connection with the Redemption. Eggert, PFO and Moss Adams knew or should have known that the Purported Value and Valuation Analysis would be supplied to Plaintiff in connection with the Redemption. Eggert, PFO and Moss Adams supplied material false information and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as alleged in paragraphs,, & above.. Eggert, PFO and Moss Adams were negligent in communicating information to Plaintiff, and failed to exercise reasonable care and competence in obtaining and communicating information to Plaintiff. Plaintiff reasonably and justifiably relied on the misrepresentations and omissions alleged herein.. All Defendants acted in concert with and aided and assisted in the actions of Eggert, PFO, and Moss Adams as alleged herein. All Defendants are jointly and severally liable with Eggert, PFO and Moss Adams. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

19 1. As the direct and foreseeable result of the negligent misrepresentations and omissions alleged herein, Plaintiff has been damaged in an amount to be proven at trial in excess of $0 million. Alternatively, the PFO Directors and PFO should be ordered to disgorge the full amount of the windfall they have received as the result of the misrepresentations and omissions alleged herein, in an amount to be proven at trial in excess of $0 million. Plaintiff seeks an award of prejudgment interest on this claim at the rate set forth in ORS.0 beginning 1 days from the date of Ed s death. forth herein. declaration: SIXTH CLAIM FOR RELIEF Oregon Declaratory Judgments Act, ORS.0, et seq. (Against the PFO Defendants and PFO Shareholders Corp.). Plaintiff incorporates by reference the allegations in the above paragraphs as if fully set Plaintiff seeks a declaration of his rights under the Articles. Plaintiff seeks a. (a) (b) (c) declaring that he is entitled to be paid true fair market value for the Redeemed Shares; setting the amount of such true fair market value; and ordering PFO and the PFO Directors to take whatever actions necessary to effectuate payments to the Estate in compliance with the terms of the Articles and the Court s rulings. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

20 1. Pursuant to ORS.00, Plaintiff further seeks an award of his damages in an amount to be proven at trial in excess of $0 million, and equitable relief requiring PFO and the PFO Defendants to disgorge any and all benefits received as the result of their failure to comply with the Articles. The equitable relief should include interest at the rate set forth in ORS.0 beginning 1 days from the date of Ed s death. forth herein. SEVENTH CLAIM FOR RELIEF Unjust Enrichment (Against the PFO Defendants). Plaintiff incorporates by reference the allegations in the above paragraphs as if fully set. The PFO Defendants improperly and unjustly obtained a benefit from Plaintiff by redeeming the Redeemed Shares at a price vastly below true fair market value. 0. Permitting the PFO Defendants to retain the benefits and profits from their actions would be unjust. 1. Plaintiff is entitled to restitution and disgorgement in an amount to be proven at trial in excess of $0 million and interest at the rate set forth in ORS.0 beginning 1 days from the date of Ed s death. Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

21 PRAYER FOR RELIEF Plaintiff asks that the Court enter judgment against Defendants and award Plaintiff: (a) (b) Actual damages in an amount to be proven at trial; Declaratory and equitable relief requiring that Plaintiff be paid true fair market value for the Redeemed Shares, setting such true fair market value, and ordering the PFO Defendants to take whatever actions necessary to effectuate the redemption on proper terms; (c) An order requiring disgorgement of profits wrongfully gained as the result of Defendants actions alleged herein; (d) Costs of court; (e) Attorneys fees pursuant to ORS.1(); 1 (f) (g) circumstances. Prejudgment interest as requested herein; and Such other and further relief as the Court deems just and appropriate under the DEMAND FOR JURY TRIAL Plaintiff demands a trial by jury of all claims, defenses, and matters that are so triable. DATED this st day of August,. STOLL STOLL BERNE LOKTING & SHLACHTER P.C. By: s/jennifer S. Wagner Gary M. Berne, OSB No. 0 Timothy S. DeJong, OSB No. 0 Jennifer S. Wagner, OSB No. 00 SW Oak Street, Suite 00 Portland, OR Telephone: (0) -00 Facsimile: (0) -0 Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0

22 Attorneys for Plaintiff 1 Trial Attorney: Gary M. Berne Page COMPLAINT S.W. OAK STREET, SUITE 00 PORTLAND, OREGON TEL. (0) -00 FAX (0) -0