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David P. Rossmiller, OSB No. 983395 Email: drossmiller@dunncarney.com J. David Zehntbauer, OSB No. 964673 Email: dzehntbauer@dunncarney.com Dunn Carney Allen Higgins & Tongue LLP 851 SW Sixth Avenue, Suite 1500 Portland, OR 97204-1357 Telephone: 503.224.6440 Fax: 503.224.7324 Attorneys for Plaintiffs Business Transitions, LLC and FP Transitions, LLC

UNITED STATES DISTRICT COURT DISTRICT OF OREGON PORTLAND DIVISION BUSINESS TRANSITIONS, LLC, an Oregon limited liability company, FP TRANSITIONS, LLC, an Oregon limited liability company, Plaintiffs, v. DAVID GRAU, JR., an individual; ERIK PAHLOW, an individual; SALENA SANTIBANEZ, an individual; and SUCCESSION RESOURCE GROUP, LLC, an Oregon limited liability company, Defendants. For their Complaint, plaintiffs Business Transitions, LLC and FP Transitions, LLC allege against defendants David Grau, Jr., Erik Pahlow, Salena Santibanez, and Succession Resource Page 1 COMPLAINT
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No. 3:13-cv-2168 COMPLAINT (Federal Copyright Infringement; Oregon Trade Secret Misappropriation; Unlawful Trade Practices; Breach of Contract; Intentional Interference with Prospective Business Advantage; Permanent Injunction) JURY TRIAL DEMANDED

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Group, LLC as follows: THE PARTIES 1. Plaintiff Business Transitions, LLC is and at all times relevant to this action has been an Oregon limited liability company with its principal place of business in Lake Oswego, Oregon. 2. Plaintiff FP Transitions, LLC is an Oregon limited liability company with its principal place of business in Lake Oswego, Oregon. 3. Succession Resource Group, LLC is an Oregon limited liability company with its principal place of business in Tualatin, Oregon. 4. David Grau, Jr. is an individual who, upon information and belief, is and at all times relevant to this action has been a resident of the state of Oregon. 5. Erik Pahlow is an individual who, upon information and belief, is and at all times relevant to this action has been a resident of the state of Oregon. 6. Salena Santibanez is an individual who, upon information and belief, at times relevant to this action was a resident of the state of Oregon and committed acts relevant to this Complaint in the state of Oregon. On information and belief, Santibanez is now a resident of Texas. ///

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JURISDICTION AND VENUE 7. This is a civil action for, among other things, copyright infringement in violation of the United States Copyright Act, 17 U.S.C. 501. 8. This Court has jurisdiction under 28 U.S.C. 1331 and 1338(a) and (b). 9. This Court has supplemental jurisdiction over Plaintiffs state law claims pursuant to 28 U.S.C. 1338(b) and 1367(a) in that the state law claims are so related to claims in the action within the original jurisdiction of the Court that they form part of the same case or controversy under Article III of the United States Constitution. 10. This Court has personal jurisdiction over Defendants because, on information and belief, each Defendant resides in Oregon or engaged in the wrongful acts alleged in this Complaint in Oregon. 11. Venue in this judicial district is proper pursuant to 28 U.S.C. 1391 and 1400. BACKGROUND 12. Business Transitions, LLC (BT) was founded in 1999 by David P. Grau, Sr. BT has grown to become the industry leader in the sale of, valuation of, and succession planning for financial services practices in the small-cap marketplace and has created the premiere online

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marketplace bringing buyers and sellers of financial practices together. Over the years, the company has continued to grow and expand its offerings, becoming a recognized market leader not only in the sale and acquisition of financial advisory and management practices, but also as an expert consultant in growing and expanding an existing business, succession planning, and obtaining an optimal valuation when exiting and selling a financial advisory or management practice. Until 2013, BT operated under the assumed business name of FP Transitions. In 2013, FP Transitions, LLC was created as a separate legal entity distinct from BT, with BT assigning all its assets to the new company and becoming a joint owner, as further explained below. FP Transitions, LLC will be referred to in this Complaint as New FP. BT will be referred to as BT/FP Transitions. 13. BT/FP Transitions has long specialized in building enduring and transferable value through the valuation and analysis of the intangible assets of financial service businesses, and the brand name FP Transitions is the nations leading mark in this field. BT/FP Transitions is the countrys leading provider of valuations, continuity and succession plans for independently owned financial service practices. FP Transitions is a registered trademark, U.S. Patent and Trademark Office Registration No. 3646991 (Principal Register), which registration is owned by BT. 14. David P. Grau, Sr. is the president and founder of BT/FP Transitions. He and his team (including two former partners that have since been bought out) pioneered the open marketplace concept of practice transition for the financial services industry, and now assist independent

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representatives and advisers in all facets of practice valuation, equity management, and succession planning. David P. Grau, Sr. holds a Juris Doctorate from Northwestern Law School and formerly practiced law both as a securities regulator and in private practice. He is among the foremost national experts and is a nationally recognized speaker and published author on succession planning issues, market-based value, and strategic exit plans. Mr. Grau, Sr. used his legal experience to develop unique systems and documentation for the sale of financial practices; and in the course of building these systems he has developed and registered the copyrights for many form documents and standardized procedures for BT/FP. 15. Through many years of successful operation, BT/FP Transitions has assisted with over a thousand private financial practice sales. Through the course of these sales, BT/FP Transitions has built a proprietary database containing purchase and sale data. This proprietary database is unique in the industry and is the most highly protected trade secret of BT/FP Transitions as there is no other existing source of the purchase and sale details (e.g. practice value) data available in the marketplace. 16. On information and belief, defendant Succession Resource Group, LLC engages in providing valuation, acquisition support, continuity planning, and succession planning for financial planners and advisers and for business owners. 17. David Grau, Jr. is the son of David Grau, Sr. On information and belief, Grau Jr. is the founder and CEO of Succession Resource Group, LLC. Prior to founding Succession Resource

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Group, LLC, Grau Jr. was employed by BT/FP Transitions. He joined BT/FP Transitions in approximately 2004 as an intern/assistant after a stint in the U.S. Navy, and worked at BT/FP Transitions while he attended college at nights. His initial duties primarily involved desktop publishing for collateral material and for the annual Transitions Report that BT/FP Transitions published through an affiliated company, BT/FP Transitions Publishing, Inc. By 2006, Grau Jr.s duties had expanded to include some client contact as well as having primary responsibility for marketing. 18. In early 2006, Brad Bueermann began providing services to BT/FP Transitions as an independent contractor. In the course of providing these services to BT/FP Transitions over the summer and fall of 2006, Bueermann developed and licensed to BT/FP Transitions, on an exclusive basis, a unique and proprietary valuation model. This proprietary valuation model differs from a traditional appraisal and is custom tailored for providing valuations of financial practices for use in practice sale and succession planning. The valuation model relies on the proprietary BT/FP Transitions database, which provides comparable sales information that ground the valuations in real world data, unavailable to any party outside of BT/FP Transitions. BT/FP Transitions launched this valuation model in the first quarter of 2007 to dramatically expand its customer offerings. 19. Grau Jr. was asked to assist Bueermann on behalf of BT/FP Transitions by streamlining the input and output systems of the valuation model at Bueermanns and BT/FP Transitions direction, and he also assisted in laying out various graphs and tables and in the coding of the

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model. When the valuation model was operational in 2007, Grau Jr. took over responsibility for the database and the output of the model. This unique and distinctive model and related business information is highly confidential and proprietary, forms a large part of the value of BT/FP Transitions services to clients, and constitutes a trade secret under the Oregon Trade Secrets Act, ORS 646.461 646.475. 20. In the course of providing its services to clients, BT/FP Transitions has developed a significant amount of protected intellectual property. Currently, BT/FP Transitions is the registered owner of the following federal copyrights: Document Name Copyright Registration Number
TX0007650268 TX0007510108 TX0007510027 TX0007510028 TX0007510040 TX0007510042 TX0007510043 TX0007510096 TX0007510077 TX0007507440 TX0007507528 TX0007503680 TX0007503789 TX0007422803 TX0007416360 TX0007233880 TX0007423897 TX0007510077 TX0007233467 VA0001752611 TX0007421597 TX0007107836 TX0007107834 TX0007107827

Building a Business of Enduring and Transferable Value WP Equity Management Recalculating Retirement (Advisor) Recalculating the Retirement Process (LPL) Minority Discounts and Control Premiums Expanding Your Practice- Are You Ready? Financing Options for Advisor Succession - WP Redemption of Stock Structuring the Deal 2011 Buy-Sell and Shareholder's Agreement Continuity Plan 2012 The Lifestyle Retirement Plan Cmp Team Agreement Mergers Creating an Internal Ownership Track Structuring the Deal Succession Planning Structuring the Deal 2011 Equity Management: Determining, Protecting and Maximizing Practice Value Equity Management Life Cycle Recalculating the Retirement Process: A 10 Year St. 2009 SMP Manual 2009 CMP Manual BLS Manual 2009

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Investment News Going Independent Pro Forma Valuation Investment News Going Independent

TX0007107825 TX0007067416 TX0007107842

21. In addition to the above-listed registered copyrights, BT/FP Transitions and New FP have applied for federal copyright registration and claim copyright protection for the following works: Document Name
Asset Purchase Agreement Comprehensive Valuation Report SMP Corporation Document Set Comprehensive Valuation Report SMP LLC Document Set Stock Purchase Agreement Document Set Equity Builder Report Comprehensive Valuation Report CMP Contract Package Flex Note

Application Number
1-1027909651 1-1024740711 1-1027910036 1-1024740711 1-1027910101 1-1027910166 1-1027909921 1-1027920391 1-1055864322 1-1062197992

These copyright registrations and applications are attached to this Complaint as Exhibit A. 22. In 2007, BT/FP Transitions hired Erik Pahlow to work with Grau Jr. to prepare valuations using the proprietary model. Pahlow, a childhood friend of Grau Jr., had been an unsuccessful real estate agent, and had no background in valuation for financial services. Once Pahlow had been trained by BT/FP Transitions, he and Grau Jr. produced, and later led and managed the group that performed all of the valuations for BT/FP Transitions customers using the model developed by Bueermann for BT/FP Transitons. In 2008, BT/FP Transitions added the Equity Builder, a benchmarking tool using the BT/FP Transitions database. Grau Jr. helped build this tool from a design and from content conceived and developed by Bueermann.

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23. Grau Jr. was also responsible, along with an independent contractor, for the development and implementation of BT/FP Transitions SugarCRM client management database, a fully customizable customer relations management database in which BT/FP Transitions maintains and tracks the information of approximately 50,000 customers and potential customers. Grau Jr. built the templates for the system and managed this database of clients and potential clients. He continued with this job responsibility until his departure effective in August 2012. 24. In 2009, with the number of BT/FP Transitions employees growing, Grau Jr.s responsibilities included managing the administrative staff as well as his duties in both marketing and valuation. He also worked with clients and was the primary consultant for a newly developed and copyrighted Continuity Plan, a standby succession plan for financial advisers. He also consulted with clients who had engaged BT/FP Transitions for transactions, where he helped with deal structure and contracts. All of the form contracts had previously been written by David Grau, Sr. BT/FP Transitions claims a copyright in and to all of the contract forms and templates used by Grau Jr. in the performance of his duties for the Company; and nearly all of the copyrighted works are registered with the U.S. Copyright Office. 25. In or about 2010, Grau Jr. acquired the title of Vice President. In 2010, however, BT/FP Transitions began encountering personnel problems resulting from his heavy-handed management style. ///

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26. On or about June 13, 2012, Grau Jr. founded Succession Resource Group, LLC. Then in late July 2012, nearly 45 days after forming Succession Resource Group, LLP, Grau Jr. finally disclosed to his father that he was leaving the company; and he quit effective employment on August 3, 2012. When leaving, Grau Jr. told his father he wanted to run his own business and that it would be in the business succession field but not in competition with BT/FP Transitions. He promised that he would not take anything from the company, specifically promising not to copy any files or documents, or make copies of any part of the companys confidential and proprietary database. However, he refused to sign a written acknowledgement of these oral promises. 27. Effective on April 1, 2013, Business Transitions, LLC and Bueermann together formed FP Transitions, LLC, a new Oregon limited liability company owned jointly by Business Transitions, LLC and Bueermann (New FP). BT/FP Transitions contributed all of its assets, including all of its contracts, customer relationships, accounts, and intellectual property to New FP. The value assigned to the assets and intellectual property contributed to New FP by BT/FP Transitions was significant. The value assigned to the proprietary valuation model and other intellectual property contributed by Bueermann to New FP was significant. Pursuant to its contribution agreement and assignment of intellectual property, Business Transitions, LLC retained the right and obligation to protect the intellectual property and other assets contributed to New FP. ///

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28. On information and belief, Erik Pahlow is Executive Vice President of Succession Resource Group. He became an employee of BT/FP Transitions in November 2006. He left the company in or about October 2013, after being solicited by his longtime friend Grau Jr. to join Succession Resource Group, LLC. Upon leaving, Pahlow refused to disclose his plans for working with Succession Resource Group, LLC indicating that he was bound by a nondisclosure agreement that Grau Jr. required him to sign. 29. On information and belief, Salena Santibanez is the lead account executive for Succession Resource Group, LLC. She worked for BT/FP Transitions as an administrative assistant starting on or around June 15, 2009. After approximately six months on the job, Ms. Santibanez was promoted to a client services position where she had direct client contact selling BT/FP Transitions Equity Management System subscriptions until February 8, 2011, when her employment was terminated. 30. Grau Jr., Pahlow, and Santibanez all signed Employee Policy and Procedures Manuals, Employee Handbooks and Information Security Handbooks upon the outset of their employment, which contained confidentiality and non-solicitation agreements with BT/FP Transitions. The Employee Handbook and Information Security Handbooks were updated, approximately annually. Each year in which the Employee Handbook or Information Security Handbook was updated, Grau Jr., Pahlow, and Santibanez re-signed an acknowledgement of receipt and renewed their agreement to remain bound by all terms contained in each handbook. Signature

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pages for certain of these agreements are attached to this Complaint as Exhibits B, C, and D. 31. The agreements in the Employee Policies and Procedures Handbook, Employee Handbooks and Information Security Handbooks state that during employment with the company and after termination, Grau Jr., Pahlow, and Santibanez will not disclose to anyone outside BT/FP Transitions, or use for any purpose other than work for BT/FP Transitions: a. Any confidential or proprietary technical, financial, research, development, marketing or other business information or trade secrets, including, without limitation, information about concepts, techniques, processes, data, surveys, Transition Reports, graphs, methods, suppliers, vendors, or distributors, or documents used or developed by the Company or its clients or customers; b. Information relating to marketing of the Companys products or clients, client lists, or mailing lists; c. Any information that the Company has received from others with whom it does business that the Company is obliged to treat as confidential or proprietary including, without limitation, information from or about clients and sponsors. 32. The agreements in the Employee Policies and Procedures Handbook, Employee Handbook and Information Security Handbooks also state that Grau Jr., Pahlow, and Santibanez, while employees and for two years following termination or resignation, will not, directly or indirectly, by themselves, or in conjunction with any other person, company or organization, solicit, divert, or take away any employee or client or customer of the Company with whom the

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Company was doing business or did business within the preceding 12 months, or with whom the Company will start doing business. 33. On information and belief, Grau Jr. solicited Pahlow to leave BT/FP Transitions in violation of Grau Jr.s non-solicitation agreement. 34. On information and belief, Grau Jr., Pahlow, and Santibanez, on behalf of Succession Resource Group, LLC, have solicited clients and customers of Plaintiffs in violation of their nonsolicitation agreements. 35. On information and belief, Grau Jr., Pahlow, and Santibanez, in the course of creating Succession Resource Group, LLC and working on behalf of it, used confidential and proprietary information of FP Transitions in violation of their confidentiality agreements and in violation of Oregon trade secrets law. 36. Upon information and belief, Defendants have intentionally or negligently created actual confusion and the likelihood of confusion to the public by designing their business model, by solicitation and representations to the public, and by use of copyrighted works and misappropriated confidential information and materials, to suggest an affiliation with or sponsorship by David Grau, Sr. and/or that David Grau, Jr. is actually David Grau, Sr. /// ///

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FIRST CLAIM FOR RELIEF (Copyright Infringement Against All Defendants) 37. Plaintiffs reallege and incorporate the allegations in all previous paragraphs. 38. Defendants have infringed Plaintiffs copyrights, either registered or registration pending, by copying in whole or in part, without authorization, Plaintiffs valuation report and valuation report input forms. Further, upon information and belief, Defendants are infringing upon other of Plaintiffs copyrighted works including transaction forms such as Plaintiffs purchase and sale agreement and others. 39. Plaintiffs works as stated in this Complaint contain copyrighted subject matter for which copyright protection exists under the Copyright Act 17 U.S.C. 101 et seq. 40. Plaintiffs are the exclusive owners of copyrights alleged in this Complaint. Plaintiffs have marked each of its works with appropriate copyright notices. 41. By virtue of their employment at BT/FP Transitions, Grau Jr., Pahlow, and Santibanez each had access to, and actual notice of, Plaintiffs copyrighted works and copyrights, along with actual notice of Plaintiffs exclusive rights in the works. 42. On information and belief, Succession Resource Group, LLC had or has access to and

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actual notice of Plaintiffs copyrighted works and copyrights, and actual notice of Plaintiffs exclusive rights in the works, by virtue of being founded by and employing former BT/FP Transitions employees Grau Jr., Pahlow, and Santibanez. 43. Defendants acts include unauthorized use and copying constitute copyright infringement in violation of 17 U.S.C. 106. 44. Defendants have willfully infringed Plaintiffs copyrights. 45. Defendants copyright infringement has caused Plaintiffs to suffer actual and statutory damages as well as lost profits, and Defendants have illegally profited from their acts of infringement. 46. Defendants copyright infringement has caused and will continue to cause irreparable injury to Plaintiffs unless enjoined by this Court. Plaintiffs have no adequate remedy at law. SECOND CLAIM FOR RELIEF (Oregon Trade Secret Misappropriation Against All Defendants) 47. Plaintiffs reallege and incorporate the allegations in all previous paragraphs. 48. Plaintiffs, through long and extensive research and development and the expenditure of a considerable amount of time and effort and large sums of money, including significant payments

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by Grau Sr. to buy out his former business partners, have developed a substantial amount of confidential, proprietary, technical, and business information, including, without limitation, the contents of the Sugar CRM system, the database of sale transactions, and the proprietary valuation model (the Trade Secrets). 49. The Trade Secrets have independent economic value to Plaintiffs and in the marketplace for the purchase and sale of financial practices and the financial practice business valuation field. Plaintiffs have made reasonable efforts to maintain the secrecy of the Trade Secrets, including placing reasonable restrictions on their use and disclosure when confidentially disclosing them to others. 50. Grau Jr., Pahlow, and Santibanez are former employees of the Plaintiffs and are current founders/employees of the Succession Resource Group, LLC 51. During the time Plaintiffs employed Grau Jr., Pahlow, and Santibanez, certain of the Trade Secrets were confidentially disclosed and entrusted to each in the performance of their respective duties as Plaintiffs employees. In addition, Grau Jr., Pahlow, and Santibanez each entered into confidentiality/nondisclosure agreements with Plaintiffs in which they agreed to not disclose the Trade Secrets. 52. When Grau Jr., Pahlow, and Santibanez left the employ of Plaintiffs they each possessed certain of Plaintiffs Trade Secrets that had been confidentially revealed to them while they were

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employees, and each had a duty to maintain that confidentiality. On information and belief, in violation of their confidentiality agreements and the Oregon Trade Secrets Act, ORS 646.461 646.475, they have misappropriated this property and disclosed it to each other following termination of their employment and to Succession Resource Group, LLC. 53. On information and belief, at the time Grau Jr., Pahlow, Santibanez, and Succession Resource Group, LLC acquired the misappropriated Trade Secrets, they had reason to know such acquisition was improper and constituted a breach of their duties to maintain the confidentiality of the Trade Secrets or that the Trade Secrets were acquired under other circumstances giving rise to a duty to maintain the secrecy or limit the use of the Trade Secrets. The Trade Secrets therefore have been acquired through improper means. Plaintiffs did not consent to the acquisition or use of the Trade Secrets. On information and belief, Defendants misappropriated, used, and wrongfully exploited the misappropriated Trade Secrets during the creation and operation of Succession Resource Group, LLC resulting in great damage to Plaintiffs. Defendants misappropriations were willful or malicious within the meaning of ORS 646.647. 54. The misappropriation of the Trade Secrets has damaged and is greatly damaging Plaintiffs, and their continued use will continue to damage Plaintiffs unless restrained by this Court. Plaintiffs have no adequate remedy at law and request injunctive relief pursuant to ORS 646.463. /// ///

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THIRD CLAIM FOR RELIEF (Breach of Contract Against All Defendants) 55. Plaintiffs reallege and incorporate the allegations in all previous paragraphs. 56. Grau Jr., Pahlow, and Santibanez each agreed to and signed employee confidentiality and nonsolicitation agreements contained in the Employee Policy and Procedures Manuals, Employee Handbooks and Information Security Handbooks. The terms of these agreements require each to maintain the confidentiality of certain information during their employment with Plaintiffs and afterward, and to refrain from soliciting employees or customers of Plaintiffs for a period of two years. 57. On information and belief, Grau Jr., Pahlow, and Santibanez individually or collectively have breached their agreements by allowing one another and Succession Resource Group, LLC to have access to confidential information and by soliciting and clients and customers of Plaintiffs. 58. On information and belief, Succession Resource Group induced Grau Jr., Pahlow, and Santibanez individually and collectively to breach their confidentiality and nonsolicitation agreements. 59. The contractual breaches by Grau Jr., Pahlow, and Santibanez have caused great and

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irreparable damage to Plaintiffs and unjust enrichment to themselves and Succession Resource Group, LLC. Defendants will continue to damage Plaintiffs and illegally profit from these breaches unless restrained by this Court. FOURTH CLAIM FOR RELIEF (Unlawful Trade Practices Against All Defendants) 60. Plaintiffs reallege and incorporate the allegations in all previous paragraphs. 61. Defendants have engaged in unconscionable trade practices in regard to the sale of services in violation of ORS 646.607 and have created a likelihood of confusion or misunderstanding as to the source, sponsorship, approval, or certification of services as defined by ORS 646.608(1)(a-c) and (d). Specifically, Defendants have created a likelihood of confusion by trading on the name David Grau, representing their services as sponsored by, affiliated with, or approved by David Grau, Sr. and Plaintiffs; have passed off their services as those of Plaintiffs; caused a likelihood of confusion or misunderstanding as to source or sponsorship of their services; and have represented their services as having a sponsorship, approval, status, qualification, affiliation, or connection that they do not have. 62. Defendants have therefore employed unconscionable tactic is in connection with the sale of goods or services in violation of the Oregon Unlawful Trade Practices Act, ORS 646.607 et seq. ///

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63. Defendants unlawful actions have produced actual damages to Plaintiffs. 64. Defendants acts have caused and are causing harm to the public, and unless enjoined by the Court, Defendants will continue to cause harm. This Complaint shall serve as notice to the Defendants within the meaning of ORS 646.632 and as a demand to cease their unlawful acts and to make restitution. Plaintiffs reserve the right to amend this Complaint to seek injunctive relief under ORS 646.632 if Plaintiffs demand is not met. FIFTH CLAIM FOR RELIEF (Intentional Interference With Contract Or Prospective Business Advantage Against All Defendants) 65. Plaintiffs reallege and incorporate the allegations in all previous paragraphs. 66. Grau Jr. and Succession Resource Group, LLC have wrongfully interfered, by improper means or in pursuit of an improper motive, with the contractual or economic relationship between Plaintiffs and Pahlow. All Defendants have wrongfully interfered, by improper means or in pursuit of an improper motive, with Plaintiffs actual or potential customers. 67. Plaintiffs have been damaged by Defendants wrongful acts and interference. /// ///

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SIXTH CLAIM FOR RELIEF (Permanent Injunction) 68. Plaintiffs reallege and incorporate the allegations in all previous paragraphs. 69. Plaintiffs request the Court enjoin Defendants from their infringing, unlawful and wrongful acts for the reasons stated above. PRAYER FOR RELIEF WHEREFORE, Plaintiffs pray for relief as follows: A. Statutory and actual damages for willful copyright infringement, injunctive relief requiring Defendants to cease their infringement, and attorney fees and costs pursuant to the U.S. Copyright Act, against all Defendants; B. Actual damages of no less than $4 million, injunctive relief requiring Defendants to cease their misappropriation and wrongful use of Plaintiffs Trade Secrets, and attorney fees and costs against all Defendants for Defendants violations of the Oregon Trade Secrets Act; C. Actual damages of no less than $4 million against all Defendants for Defendants breaches of contract; D. Actual damages of no less than $4 million, and attorney fees and costs against all Defendants for Defendants violations of the Oregon Unlawful Trade Practices Act; E. Actual damages of no less than $4 million against all Defendants for

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Defendants intentional interference with contract/prospective business advantage; F. Whatever additional remedies in law or equity that the Court may find to be just, equitable, and necessary. Dated this 10th day of December, 2013. DUNN CARNEY ALLEN HIGGINS & TONGUE LLP

/s/ David P. Rossmiller David P. Rossmiller, OSB No. 983395 Email: drossmiller@dunncarney.com J. David Zehntbauer, OSB No. 964673 dzehntbauer@dunncarney.com Attorneys for Plaintiffs Business Transitions, LLC and FP Transitions, LLC

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