Joint Motion for Approval of Settlement Agreement - Sikh Dharma ...

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4 IN THE STATE COURT OF THE STATE OF OREGON
5 FOR THE COUNTY OF MUL TNOMAH
6 SARDARNI GURU AMRIT KAUR
KHALSA, et aI.,
7 Case No. 0909-13281
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v.
Plaintiffs,
KARTAR SINGH KHALSA, et aI.,
Defendants.
STATE OF OREGON, by and through
JOHN KROGER,
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SIRI SINGH SAHIB CORPORATION, et
al.,
Defendants.
JOINT MOTION FOR APPROVAL OF
SETTLEMENT AGREEMENT
Case No. 1010-14518
UTCR 5.050 STATEMENT
The parties to this motion collectively estimate that one hour wil be required to hear any
argument on this motion, or to answer any question this cour may have regarding the proposed
settlement. The parties to this motion respectfully request offcial cour reporting services.
the six members of
INTRODUCTION
Private Plaintiffs and the Oregon Attorney General have reached a settlement with four of
Golden Temple Management1: Karam S. Khalsa, Ajeet S. Khalsa, Gurudhan
1 Although Golden Temple Management and Golden Temple of Oregon have changed their names, we
wil continue to refer to them as "GTM" and "GTO," respectively.
Page 1 - JOINT MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT
DWT 19641333v3 0089647-000002
DAVIS WRIGHT TREMAE LLP
1300 S.W. Fifth Avenue' Suite 2300
Portland, Oregon 97201 . (503) 241-2300

S. Khalsa, and Guru Hari S. Khalsa, (referred to hereafter as "Settling GTM Defendants" or
2 "Settling Defendants"). A copy of the Settlement Agreement is attached hereto as Exhibit 1.
3 Private Plaintiffs and the Oregon Attorney General now move this Cour for approval of the
4 Settlement Agreement. The Settling GTM Defendants join in this Motion.
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Current Status of the Claims Against the Settling Defendants and the Main
Components of the Proposed Settlement.
The Settling GTM Defendants own 52% of
the interests ofGTM, which in tum owns
90% ofthe interests in GTO. The only claims brought against the Settling GTM Defendants in
this case were for unjust enrichment. The Court, in its December 12,2011 Findings and
Conclusions (p. 44), found that the Settling GTM Defendants had been unjustly enriched.
Furhermore, the Cour, in its Corrected Remedies Order, ordered that the interests of
the Settling
GTM Defendants in GTO, as well as all distribution of fuds the Cour found to be trust fuds,
be turned over to a Special Fiduciary to be used for the benefit of the Charitable Trust.
The main components of the Settlement Agreement are as follows:
(1) The Settling GTM Defendants wil transfer custody to the Special
Fiduciary of all of their interests in GTM, including their balances in
capital accounts of$14,965,585.00 (based on estimates of201 1 earnings)
as of May 26, 2012, and wil relinquish their rights to receive further
distributions and bonuses.
(2) The Settling GTM Defendants wil pay, within 28 days of Cour approval,
collectively the additional sum of $2.25 milion dollars, which sum shall
be used for prior and future legal fees for the Private Plaintiffs and
Attorney General in this case, and to provide an advance for costs incured
by the Special Fiduciary.
(3) The Settling GTM Defendants wil pay over to the Special Fiduciary tax
refunds they receive as a result of the transfer of their GTM interests and
Page 2 - JOINT MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT
DWT 19641333v3 0089647-000002 DAVIS WRIGHT TREMAE LLP
1300 S.W. Fifth Avenue' Suite 2300
Portland, Oregon 97201 . (503) 241-2300

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as the result of any payments made under the Settlement Agreement.
2 (4) The Settling GTM Defendants have agreed to continue to work for GTO
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for a 60-day period and thereafter to a two-year non-competition
agreement.
5 (5) The Settling Defendants wil forgo their right to appeal this Court's Orders
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and Judgment.
7 (2) The Reasons for Court Approval
8 The Private Plaintiffs and the Attorney General ask for approval of the settlement
9 agreement for three reasons. First, pursuant to this court's January 12,2012 Order Regarding
10 Transfer of Assets, the Settling GTM Defendants are prohibited from making any expenditures
1 1 outside the normal course of business without court approvaL. The Settlement contemplates
12 expenditures by the Settling GTM Defendants outside the ordinary course of
business.
13 Additionally, pursuant to the February 25,2010 Stipulated Order Regarding Plaintiffs Motion for
14 Temporary Restraining Order, GTM may not be restructured. The governing documents of
15 GTM may have to be changed to allow the transfer ofthe Settling GTM Defendants interests.
16 Finally, since the settlement substantially affects the Charitable Trust's assets, it is appropriate
17 that this Court review the settlement terms. ORS 130.050.
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The Settlement Agreement is Consistent with the Prior Rulings of this Court and in
the Best Interests of the Charitable Trust.
The provisions of
Remedies Order and in the best interests of
the Settlement Agreement are both consistent with this Court's
the Charitable Trust. Moreover, the Settlement
Agreement wil result in finality on at least some of the claims in this case and result in an
immediate benefit to the Charitable Trust.
24 in GTM.
(a.) The Special Fiduciary wil take custody of
the Settlng Defendants' Interests
25 This Court has ordered that the Special Fiduciary be vested with custody and control of
26 GTM's interest in GTO. (Corrected Remedies Order, ir 2 (b)). The Settlement Agreement
Page 3 - JOINT MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT
DWT 19641333v3 0089647-000002
DAVIS WRIGHT TREMAE LLP
1300 S.W. Fifth Avenue' Suite 2300
Portland, Oregon 97201 . (503) 241-2300
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provides for the same result as to the interests of Settling GTM Defendants, and it does so with
2 finality. With respect to the interests of
the Settling GTM Defendants, there wil be no need to
3 further litigate the issue in the Supreme Court and the Banptcy Cour, where non-settling
4 defendants GTM and Kartar are attempting to seek refuge. The Charitable Trust can
5 immediately begin to benefit from the 52% interests in GTM. The 52% interest represents a
6 47% profit interest in GTO and approximately $15 milion ofGTO's capital account.
7 (b.) The Settlng Defendants wil pay collectively the sum of $2.25 milion dollars.
8 The Attorney General and the Private Plaintiffs acknowledge that the Court's
judgment
9 against the Settling GTM Defendants wil far exceed $2.25 milion. However, the Settling GTM
10 Defendants have provided to the State and Private Plaintiffs confidential written financial
11 statements disclosing their financial conditions as of April 30, 2012, verified by the signature of
12 each Settling GTM Defendant (see, p. 2, Recital H of Settlement Agreement). Private Plaintiffs
13 and the Attorney General have determined that given the amounts that would be available to
14 satisfy judgments, the diffculty of collection, and the time and uncertainly of an appeal, $2.25
15 milion is a reasonable settlement amount.
16 In addition, the Settling GTM Defendants have agreed to pay over to the Special
17 Fiduciary, for the benefit of
the Charitable Trust, any and all tax refunds they are entitled to as a
18 result of their payment pursuant to the Settlement Agreement Cíl3(b) of the Settlement
19 Agreement), moneys which are not explicitly awarded to the Charitable Trust under the
20 Corrected Remedies Order. The settling GTM Defendants have also agreed to relinquish their
21 rights to their scheduled 2011 bonuses, which total approximately $500,000 (p. 4, ir 3(c) of
22 Settlement Agreement).
23 It is appropriate that the initial funds being paid be allocated to the attorney fees ofthe
24 Private Plaintiffs and the Attorney General. This litigation has lasted longer and has been far
25 more complicated than anyone initially envisioned, and the Sikh Dharma community members
26 who have helped finance it are having some diffculty funding the continuation of the case. Both
Page 4 - JOINT MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT
DWT 19641333v3 0089647-000002
DAVIS WRIGHT TREMAE LLP
1300 S.W. Fifth Avenue' Suite 2300
Portland, Oregon 97201 . (503) 241-2300

Private Plaintiffs and the Attorney General wil be allowed attorney fees in any event in this
2 matter, and what they receive though the Settlement wil offset what the other defendants must
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and thereby ensure that more of the money received by the other defendants can be used
4 directly for the benefit of the Charitable Trust. Likewise, it is appropriate that the money be
5 available to pay costs and fees incurred by the Special Fiduciary, who may otherwise need to
6 wait an unreasonable period of time before being compensated from other trust assets
7 (c.) The Settlng GTM Defendants have agreed to continue to work for GTO for
at least a 60-day period and thereafter to a two year non-competition
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agreement.
9 The Settlement Agreement provides for an orderly transition of management. While the
10 Settling GTM Defendants have agreed to stay on for 60-days, they and the Special Fiduciary
11 could come to an agreement for a longer period. In any event, the business wil be protected
12 through June 30, 2014 by means of
13 12, i¡10 of
the Agreement).
non-competition provisions of
14 (d.) The Transfer of the Settlng Defendants' Interests in GTM.
the Settlement Agreement(p.
15 Paragraph 3(a) of the Settlement Agreement provides that the "ownership or custody" of
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Settling Defendants interests in GTM wil be transferred to the Special Fiduciar. The parties
have determined that temporary "custody" wil go to the Special receiver, and that "ownership"
wil go to the Charitable Trust in the form of a new Oregon religious non-profit corporation. The
new religious corporation wil be subject to oversight by the Oregon Attorney General and wil
20 be governed by directors chosen by the Sikh Dharma religion through a process that has been
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monitored by the Oregon Attorney General? This religious corporation wil take the Settling
GTM Defendants' interests subject to the Trust and shall administer the assets solely for the trust
purposes for which the Cour found they were intended.
2 In the Court's letter to counsel of May 29, 2012, the Court contemplated such a result in the event the
parties were unable to agree on responsible and appropriate trustees. In this case, despite several days of
mediation administered by Judge Hogan, the DI defendants, on the one hand, and the Private Plaintiffs
and the State on the other, are unable to reach any agreement on any matter whatsoever.
Page 5 - JOINT MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT
DWT 19641333v3 0089647-000002
DAVIS WRIGHT TREMAIE LLP
1300 S.W. Fifth Avenue' Suite 2300
Portland, Oregon 97201 . (503) 241-2300

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(4)
The Difference Between the Currently Proposed Settlement Agreement and the
Settlement Agreement Previously Rejected by the Court.
As the Cour wil recall, the Settling GTM Defendants and the Attorney General reached
a prior agreement to settle the claims against the Settling GTM Defendants. Private Plaintiffs
objected to the Settlement, and the Cour ultimately rejected the settlement. The current
settlement is materially more beneficial than the prior proposed settlement for the following
reasons:
(a)
The previous proposed settlement placed the GTM interests right back into UI,
controlled by those whom this Court has found breached their fiduciary duties by transferring the
assets in the first place. The current Settlement Agreement gives custody to the independent
Special Fiduciary for the benefit of the Trust.
(b)
The previous proposed settlement provided for unlimited indemnity to the Settling
12 GTM Defendants by UI. The current Settlement Agreement caps indemnity at $250,000,
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matched dollar for dollar by the Settling GTM Defendants, up to that amount. Furthermore, the
Settlement Agreement limits the types of liabilities for which the indemnity applies (p. 10, i¡9 of
the Settlement Agreement).
(c)
Under the previous proposed settlement, the Settling GTM Defendants transferred
all their voting rights and rights to control to a Voting Trust, the holder of
which was subject to
approval by Kartar Singh Khalsa, the defendant who engineered and gained more than anyone
else from the unlawful transfer of GTO to GTM. There is no such provision in the current
Settlement Agreement. Instead, the Settling GTM Defendants are to make all reasonable and
good faith efforts to provide the Special Fiduciary with all their management and other non-
economic interests in GTM (p. 4, i¡3 (a)(2)).
(d)
The Settling GTM Defendants made a nominal $50,000 payment under the
previous proposed settlement. As noted above, the current Settlement Agreement provides for a
payment of $2.25 milion, the payment of tax refunds, and the relinquishment of 201 1 bonuses.
Page 6 - JOINT MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT
DWT 19641333v3 0089647-000002
DAVIS WRIGHT TREMAIE LLP
1300 S.W. Fifth Avenue' Suite 2300
Portland, Oregon 97201' (503) 241-2300

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CONCLUSION
For the reasons stated herein, Private Plaintiffs and the Attorney General request approval
of the Settlement Agreement.
DATED this 13th day of June, 2012.
5 DA vis WRIGHT TREMAINE LLP
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B -- r.t:J'
~cGo, r: #813115
P. Andrew McStay, Jr., OSB #033997
Paul Southwick, OSB #095141
Phone: 503-241-2300
Fax: 503-778-5299
Email: johncgrory@dwt.com
Email: andrewmcstay@dwt.com
Email: paulsouthwick@dwt.com
Of Attorneys for Plaintiffs
Trial Attorney: John F. McGrory, Jr.
Page 7 - JOINT MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT
DWT 19641333v3 0089647-000002 DAVIS WRIGHT TREMAIE LLP
1300 S.W. Fifth Avenue' Suite 2300
Portland, Oregon 97201 . (503) 241-2300

PRIILEGED SETTLEMENT DOCUMNT
OREGON EVIENCE RULE 408
This Settlement Agreement and General Release ("Agreement") is entered into by and
among: (1) Karam S. Khalsa, Ajeet S. Khalsa, Gurudhan S. Khalsa, and GuruHari S. Khalsa
(collectively, the "Settling GTM Defendants" and each individually, a "Settling GTM
Defendant") the State of Oregon, by and through John Kroger, Attorney General (the "State");
and the Private Plaintiffs (described below). Collectively, the Settling GTM Defendants, the
State, and the Private Plaintiffs are referred to herein as the Settling Parties.
Oter pares referenced in this Agreement are (1) Unto Infinity, LLC, an Oregon limited liability
company (ClUJ"); (2) KIlT Company, Inc., a Nevada corporation ("KIlT"); (3) Karar Singh Khalsa and
Robert 1. Ziehl ("Remaining GlM Defendants") (4) Siri Singh Sahib Corporation (SSSC), (5) Golden
Temple of Oregon, LLC, an Oregon limited liabilty company nka East West Tea Company, LLC
(ClGTO") and (6) Golden Temple Management, LLC, an Oregon lirited liability company, nkaEWTC
Management LLC ("GTM"), as more fully described herein.
RECITAL
This Agreement is made with reference to the followig facts:
A. WHREAS, the State fied a lawsuit agains GTM, the Settling GlM Defendants, UI, and KIT
(and other defendants not pares to this Agreement), which is pendig in Multnomah County
Circuit Cour, Case No. 1010-14518, and asserts claims in connection with the 2007 restrcturing
ofGTO and its subsequent management l:y GTM, as is more fully alleged in the State's Third
Amended Complaint dated June 29, 2011;
B. WHEREAS, the lawsuit fied by the State was consolidated with a lawsuit previously fied by
Gur Amrt Kaur Khalsa, Avtar Har Singh Khalsa, Guru Raj Kaur Khlsa,
Gur Sangat Kaur
Khalsa, and Gurutej Singh Khalsa, individualy, and as representatives ofthe Sikh Dhara
Communty, defined in Paragraph C, below (collectively, the "Private Plaintiffs") against GlM
and UI (and other defendants not paries to this Agreement) in Multnomah County Circuit Court,
Case No. 0909-13281 (Case Nos. 0909-1~281and 1010-14518). The lawsuits are collectively and
individually referred to as the "Litigation," and the Court in which the Litigation is pending is
referred to as the Court;
C. WHERES, the Court detennined that Prvate Plaitiffs have special interest standing to
represent all Sik Dhara minters (as identified in the records of Sik Dhara International, a
California not-for-profit religious corporation). To the fuest extent pennitted by law, ths class
of ministers in tu represents the interests of all individuals, entities and/or organizations that
claim or could claim a right, interest or benefit in the real, personal, investment, busines.s or trust
propert of the Sikh Dhara faith, SSSC, UI, KIlT and/or Sikh Dhara International in
connection with the restructuring of GTO, and the operation, and management of GTO by and
through GTM ("Community");
D. WHREAS, the State's lawsuit was brought pursuant to ORS 128.680 and ORS 128.710 and its
common law authority to oversee charities and enforce the rights of charitable interests, including
those of the Community, UI, KIlT and SSSC's chartable interests regarding the restructuring and .
management ofGTO as well as GTO's decision to cede control to GlM ("Community's
Chartable Interests");
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PRnEGED SETTLEMENT DOCUMNT
OREGON EVIENCE RULE 408
E. WHEREAS, the State, in its authorized capacity to oversee charties and enforce the rights of
chartable interests, believes ths Agreement is in the best interests of
il, KIlT, SSSC, GTO, and
the Community;
F. WHEREAS, on or about April 11,2012, the Cour issued a DRAFT Opinion Regarding
Remedies in the Litigation ("the Remedies Order");
G. WHEREAS, the Setting GTM Defendants, the State, the Private Plaintiffs wish, without resort
to furter .litigation or appeals, to settle their differences in the Litigation and otherwise, with
respect to the State's claims, the claims ofthe Private Plaintiffs, or any of
them, against the
Settling GTM Defendants; and with respect to any claims held by the Settling GTM Defendants,
or any ofthem, againt the Private Plaintiffs and/or the State;
H. WHEREAS, the Setting GTM Defendants have provided to the State and Private Plaintiffs
confdential written financial statements accurately disclosing their financial condition as of April
30,2012, verified as such by the signatue of each Settling GTM Defendant, upon which the State
and Private Plaintiffs have materially relied in enterig into this Settlement Agreement, which
statements are being provided under a confidentiality agreement and/or Confidentiality
Understandig pursuant to Oregon public records laws; .
1. WHEREAS, the Settlig GTM Defendants have provided to the State and Prvate Plaintiffs all of
the financial inormation referenced in this Settlement Agreement, including inormation relating
to their compensation and to their capital accounts in GTM, upon which the State and Private
Plaintiffs have materially relied in entering into ths Settlement Agreement;
J. WHEREAS, on Februar 18,2012, GTM fied a petition in banptcy under Chapter 11 ofthe
Banptcy Code, Case No. 12-6D536-tml1 (Ban1e Ct. for Oregon);
K. WHREAS, on Februar 18, 2012, Karar Singh Khalsa fùed a petition in banptcy under
Chapter 11 of the Banptcy Code, Case No. 12-60538-fra11 (Ban. Ct. for Oregon). The
Courts havig jurisdiction of the GTM and Kar Khalsa banptcy petitions are referred to
herein collectively as the Banptcy Court;
L. WHREAS, this Agreement may be entered into contemporaneously with certai other
agreements among some or all of the par"i.es in the Litigation, which agreements are intended to
faciltate the effectiveness of this Agreement. Among those agreements is one that memorializes
and effectuates the transfer of all of the Settling GTM Defendants' fift-two percent of the .
membership unts in GTM to a Special Fiduciar appointed by the Cour ("the Special
. Fiduciar"), the purose of which transfer is to comply, as best the Settling GTM Defendants can
w'ith the Remedies Order of the Court and to rehabiltate Settling GTM Defendants' business
reputation.in the Sikh communty;
M. WHEREAS, the Settling Paries acknowledge that this Agreement is entered into following the
arbitrator's ruing in Pur; v. Golden Temple of Oregon, LLC, Arbitration Service of
Portland
No. i 006254 (the "Arbitration") in which the arbitrator ruled that GTO does not own the priar
trademarks it uses for its products, YOGI and YOGI TEA, and, among other thngs, enjoined
GTO from furher use ofthe marks afer December 31,2011, thereby contrbuting to, among
other things, uncertainty about the value of GTO; and
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Exhibit l
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PRIILEGED SETTLEMENT DOCUMENT
OREGON EVIDENCE RULE 408
N. 'WHREAS, Each Settling Par acknowledges and agees that such par enters into this
. Agreement for good and valuable consideration and such par wil benefit from the resolution of
claims as contemplated herein without further litigation.
AGREEMENT
NOW THEREFORE, in consideration of
the foregoing Recitals, the mutual covenats and promises
contained herein, and other good and valuable consideration, the receipt and suffciency of which are
hereby acknowledged by the paries to this Agreement, the paries agree to be legaly bound by the
following tenus and conditions:
1. Recitals. The Setting Paries acknowledge that the Recitals preceding this paagraph are true and
correct, and are incorporated herein as material pars to this Agreement.
2. Compliance with Court Order / Reha biltative Business Transfer of GTM Units; Court
Approval. The Settling parties acknowledge and agree that this Agreement anticipates a separate
agreement that will effectuate, upon approval by order of both the Court and the Banuptcy
Cour, the tranfer to the Special Fiduciar to be held on behalf of the Charitable Trust as
identified by the Cour in the Remedies Order, of all interests that the Setting GTM Defendants
have in GTM. Further, the Settling Pares acknowledge and agree that this Agreement is entered
into subject to and is conditioned on the approva1 of t1s Agreement by
the Court and the
Banptcy Court, uness all paries hereto agree to forego such approval.
The Settling Paries agree to cooperate in good faith to stuctue the anticipated separte
agreement effectuating an irevocable business motivated rehabiltative transfer of
the Settling
GTM Defendants' membership urts in GTM in such a way as to minimie to the greatest extent
possible any tax liabilty accrung to the Settlirig GTM Defendants and to the Charitable Trut.
3. Consideration. The Settling Paries represent and warant that each has received good and
valuable consideration to enter into this Agreement and that each shall benefit, directly
or
indirectly, from the resolution of claims and agreement on the matters described herein.
In fuer consideration of the terms and conditions set fort in this Agreement, the receipt and
suffciency of which is hereby acknowledged, the Settling GTM Defendants agee to provide
monetar consideration to or for the benefit of the Charitable Trüst as follows.
(a) Not later than 28 days after both cours (the Court and the Bankrptcy Cour) approve
th Agreement or one or both cours determine approval is not requied, and the Special
Fiduciar has agreed on behalf of the Charitable Trut to be bound by this Agreement, the
Settling GTM Defendants shall: .
1. Pay, or cause to be paid, to the Davis Wright Tremaine Trust Account the total
amount of Two Milion Two Hundred Fift Thousand Dollars ($2,250,000),for
the benefit ofthe Charitable Trust except that it is understood that $900,000.00 of
such payment may be made immediately available to Davis Wright Tremaine to
pay attorney fees and/or costs that it has incurred in the Litigation, and tht
$500,000.00 of
such payment shall be made immediately available to the Oregon
Depaient of Justice for the payment of attorney fees and/or costs that it has
incurred in the Litigation; and the balance to be held for distributions for
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PRIEGED SETTLEMENT DOCUMNT
OREGON EVIENCE RULE 408
payment of attorney fees and costs of Private Plaintiffs and the Deparment of
Justice, except that the extent the Special Fiduciar has not received access to the
Trust Assets to adequately compensate him for prior services performed by him
and his attorneys prior to the date of this Agreement, the Special Fiduciar may
receive an advance suffcient to pay such compensation from the Settlement
Payment; and
2. Transfer to the ownership or custody of the Special Fiduciar all of their
economic interests in GTM (which is 52% of all such interests), including the
entirety of their certified capital accounts balances and all their other economic
rights in GTM; and
3. Make all reasonable and good faith effort, which efforts shall continue so long
as there are reasonable prospects for success, to deliver to the Special Fiduciar
such documents as are necessar to provide the Special Fiduciar with ownership
or custody of all their management and other non-economic interests in GTM
(which is 52% of all such interests).
(b) . Subject to Section 9(b) below, the Settling GTM Defendants agree to pay over to the
Special Fiduciar any and all net tax refunds they receive as à result of the transfer of
their interests in GTM or as a result of their payments pursuant to this Agreement.
(c) Consistent with Section 5, below, the Settling GTM Defendants hereby relinquish their
respective rights to collect from GTO their scheduled 2011 bonuses, which total not less
than Five Hundred Thousand Dollars ($500,000.00) and are the result of each Settling
GTM Defendant's employment in the regular course with GTO. .
The Settling Paries agree to cooperate in good faith to allow the Settling GTM Defendants to
perform their payment obligations under this section in such a way as to minmize to the greatest
extent possible any ta liabilty accruing to the Settling GTM Defendants and to the Charitable
Trust.
4. Monetary Award. Without limitig any other release given elsewhere in this Agreement, in the
event that the Cour in the Litigation (or coúit in any other litigation or proceeding), orders or
adjudges that any defendant pay money to UI and/or KIlT, or any other person or entity acting on
behalf of the chartable community for which UI has, or has had, an obligation to act ("the
Award"), then any such defendant shall not be responsible for and is hereby released from 52% of
the Award if the Award includes monies for which the Settling GTM Defendants are also liable;
provided, however, that if the A ward imposes liability upori any defendant for breach of fiduciar
duty, ths section shall not apply to that porton of the A ward. For the avoidance of confusion or
doubt, this paragraph is intended to negate, or otherwise foreclose, contrbution or indemnity
claims agai the Settling GTM Defendants.
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PRIEGED SETTLEMENT DOcrENT
OREGON EVIENCE RULE 408
5. Transition Assistance.
(a) Transition Period. Following the Effective Date (as defined in Section 8, below), the
Settling G1M Defendants shall continue to serve in their curent professional roles as
employees of GTO for six (60) days (the "Tránsition Period") to ensure an orderly
transition to new management. The services performed by the Settling GTM Defendants
during the Transition Period shall be consistent with their current duties and they wil
continue to devote their full time, attention, and efforts in those roles at such times and in
such maner as is necessary or appropriate and reasonably consistent with past practices.
Provided, however, that if new management is in place during the transition period, the
Settling GTM Defendants shall serve as directed by such new management. The Settling
G1M Defendants shall continue to be compensated for such services (including any
salar eared prior to the Transition Period but not yet paid, subject to Section 5( d) .
below) in such amounts, and in such manner, as is consistent with their current salaries,
which shall not be reduced during the Tranition Period as disclosed in writing to the
pares prior to execution of this Agreement ("Current Salares"). The Settling GTM
Defendants shall contiue to receive all benefits curently received by (or offered by
OTO to) the Settling GTM Defendants (including, but not limited to, vacation, other paid
leave, and health insurance), as disclosed in writing to the pares prior to execution of
this Agreement ("Current Benefits"). All compensation paid directly to the Setting
G1M Defendants during the Tranition Period wil be subject to stadard payroll tax
witho1dings by GTO, except as otherwise set fort in ths Agreement. The pares
covenant and agee to not contest or attempt to reduce or modify the Gurent Salaries or
Curent Benefits paid to or received by the Settling GTM Defendants durg the
Transition Period. GTO may, but is not obligated to, offer longer employment terms or
consulting arrangements to some or all of the Settling OTM Defendants. As par of their
effort to comply with the Remedies Order and to rehabiltate their business reputations
within the Sik communty, Settling GTM Defendants reliquish their respective rights to
collect from OTO their scheduled 2011 bonuses as set fort in paragraph 3.
(b) Termiation of
Employment. In the event that the employment of any Settling GTM
Defendant is terminated by GTO other than for Good Cause, or by.the Settling GTM.
Defendant for Good Reason, before the end of the Transition Period, suchtenninated
employee (or his legal representative or estate, as applicable) shall contiue to be entitled
to payment of aU accrued and unpaid salary, and, as appiicable, benefits through the end
of the Tranition Period as if the employee had remaied employed; provided that, in the
event a Settlig GTM Defendant's employment is terminated by GTO for Good Cause
(as defied below) or the Settling GTM Defendant voluntarly terminates his employment
without Good Reason (as defined below), the Settling GTM Defendat shall be entitled
only to accrued and unpaid salar and benefits prorated though the termination date.
Neither par may terminate the employment relationship (except for cause) without
providing at least 30 days' prior written notice. In the event that the employment of
Settling GTM'Defendant is terminated as a result of such person's death or disabilty,
any
such person (or his estate or personal representative) shall be entitled to payment of all
accrued and unpaid salary and, as applicable, benefits though the date of such disabilty
or death.
"Good Cause" and "Good Reason", For purposes of
this Agreement,
"Good Cause" means (i) any material breach of an obligation owed to GTO by a Settling
GTM Defendant under this Agreement or any other agreement between GTO and the
(c) Defiition or
. .
Page 5 OF 20- SETTEMENT AGREEMENT AND GENERA RELEASE
0:\9490001\0018 mer final settlement agreement 5-25- 12 DOJ DM3403482-0S2 J 12
DWT 19476558v5 0089647-00002
Exhibit 1
Page 5 of37

PRIILEGED SETTLEMENT DOCUMENT
OREGON EVIENCE RULE 408
Settling GTM Defendant, (ii) failure to comply with any GTO policy or procedure which
failure adversely afects GTO in any material respect, (ii) commission of any act of
fraud, misappropriation, embezzement, theft breach of fiduciar duty involving personal
profit, or other acts of dishonesty, alcoholism, drug addiction or dependency,
(iv) conviction of, or gulty plea or plea of nolo contendere to, any crime of moral
turpitude or crime punishable as a felony, or (v) gross negligence or willful misconduct in
connection with or related to the business ofGTO. Provided that, other than Under
clauses (üi), (iv) and (v) above, none oftbe foregoing wil be deemed a termination for
"Good Cause" unleSs GTO notifies the applicable Settling GTM Defendant of its
assertion that such action constitutes grounds for it to termnate his employment for
"Good Cause" and the Settling GTM Defendant fails to reverse such action or to
otherwise remedy the matter in a manner reasonably acceptable to GTO withi thrt
00) days after receipt of such written notice.
For purposes of ths Agreement, "Good Reason" means: (a) any reduction of the Settling
GTM Defendant's salar; (b) any material change in the benefits offered to the Settling
GTM Defendant unless such benefits are changed for al employees ofGTO; (c) any
material change in the duties or expected hours of service required of the Settling GTM
Defendat except as dictated by the nature, circumstances or needs ofGTO's Business
and the direction of new management; (d) any forced relocation of the Settling GTM
Defendant's principal workplace by more than twenty five (25) miles outside of
the
Portland, Oregonlancouver, Washigton metropolitan area (or such Settling GTM
Defendant's other principal workplace); or (e) any material breach by GTO of its
obligations to the Settling GTM Defendant under this Agreement or any other agreement
between GTO and the Settling GTM Defendant; provided, that (except in thecase of
death or disabilty), none of the foregoing wil be deemed a termination for "Good
Reason" uness (A) the applicable Settling GTM Defendant noties GTO of his. assert~n
that such action constitutes grounds for to termate his employment for "Good Reason,"
which notice shall be delivered with thrt (30) days afer such Settling GTM
Defendant becomes aware of such action, and (B) GTO fails to reverSe such action or to
otherwise remedy the matter in a maner reasonably acceptable to such Settling GTM
Defendant within 30 days afer receipt of such written notice;
(d) Releases Other than payment of the salaries and beneJìts described above, the Settling
GTM Defendants release an claims to additionaîcompensation from GTO. The Settling
GTM Defendants represent and warant that each has been paid his prorated salar by
GTO in the ordinar course in accordance with GTU's standard payroll practices, and no
Setting GTM Defendantis owed any salar, unpaid benefits or other unpaid amounts for
past pay periods other than, the most recent pay period ending prior to execution of this
Agreement, and except as disclosed to the paries in wrting prior to the execution of
this
Agreement. .
Private Plaintiffs and the State individually and collectively, release the Settling GTM
Defendants from any clais, counterclaims, causes of action, or suits assertg that the
Transition'Period is or was not suffcient to ensure an orderly tranition to new
management ofGTO and GTM.
6. Release of Claims by the State and the Private Plaintifs. In exchange for, and in consideration
of, the covenants, tenus, and conditions described in thi Agreement, the Private Plaitiffs and the
State, for themselves and: (a) as to the Private Plaintiffs, and to the maxmum extent permitted by
law, the Communty; (b) as to the State, and to the extent permtted by law, any agency or
Page 6 OF 20- SEITLEMENT AGREEMENT AND GENERAL RELEASE
0:\9490001\0018 mcffinal settlement agrement 5-25-12 DOJ DM3403482-052lJ2
DWT 19476558v5 0089647-000002
i
Exhißit 1
Page 6 of37

PRIEGED SETTLEMENT DOCUMENT
OREGON EVIENCE RULE 408
representative of the State of Oregon, for claims which could be asserted in the name of the
A ttomey General in his capac ity as reguator or overseer of chartable interests; ( c) as to the State
and the Private Plaintiffs, their employees (in their capacity as such), representatives, agents,
transferees and assigns, as applicable, and any person claiming by, though or under the
foregoing, in any such capacities; and (d) fuer, as to the Private Plaintiffs, and to the maximum
extent permtted by law, any individual or entity not included in (a), (b) and/or (c) who might
claim to represent UI, KIlT SSSC, OTO, GTM and/or any chartable or religious interest served
by them or any of them (individualy and colIectively, "Releasing Paries"), hereby fully,
unconditionally, and irrevocably release, acquit, and forever discharge the Settling GTM
Defendants, individually and in all capacities (including, but not limited to, in their capacity as
members, managers, offcers, representatives, employees, and/or agents ofGTO and/or GTM, as
applicable), and their heirs, donees, survivors, legatees, beneficiaries, executors, personal
representatives, administrators, agents, transferees, and assign, in such capacities (individually a
"Released Person" and collectively, "Released Persons"), from any and all cltiims, counterclaims,
causes of action, suits, tort, rights, liabilties, tax liabilties, obligations (including contractual),
demands, debts, sums of money, accountings, reckonings, bils, covenants, controversies,
agreements, promises, variances, trespasses, executions, loss, damages of any kind (including but
not lited to incidental, consequential and punitive damages), judgments, attorneys' fees, costs,
charges, expenses and amounts whatsoever, of whatever kind or nature, in law, equity or
otherwise, whether known or unkown, vested of contingent, suspected, or otherwise, whether or
not based on misrepresentation, mistake, or omission, that the Releasing Paries (or any of
them)
now have, have ever had, or may in the future have against the Settling OTM Defendants with
respect to any matter, fact, or circumstace, of any kind or nature whatsoever, existing, arsing, or
occurring, directly or indirectly, on or before the date ofthis Agreement relating to the Litigation,
the facts or circumstances underlying or relating to the Litigation, the outcome ofthe Litigation,
the Settling GTM Defendants' ownership or management of, or employment by, or affliation or
relationship with, GTO or GTM or the restructuring ofOTI, in any capacity, and any acts or
omissions of the Settling GTM Defendants in connection with or relating to OTI, OTO, or OTM.
The term "Released Persons" does not include any ofthe defendants in this Litigation other than
the Settling GTM Defendants.
These releases extend to and inure to the benefit ofthe Settling GTM Defendants.
Notwithstading the foregoing, these releases shall not extend to and the term "Released Claims"
shalI not include: (1) as to the applicable Settling OTM Defendant, any claims that arise out ofthe
Settling GTJY Defendant's criminal misconduct, or any breach by the Settling GTM Defendant of
this Agreement, or any other agreement being entered into in connection with ths Agreement; or
(2) acts or omissions of
the Settling OTM Defendant which arise or occur afer the date of this
Agreement. Furermore, the foregoing releases are also not intended, and shall not be constred
in any way, to release any claim or claims a Releasing Par may have agait any law firm, .
lawyer, or other professional, consultant, or advisor.
The Pares fully intend that the foregoing releases are valid, effective, binding, and enforceable
in accordance with their terms and the other terms of this Agreement, notwithstanding the
possibility that the paries may hereafer discover facts (regardless of
the reason why such facts
were not known to them, but not including facts not known due to a knowig misrepresentation
or omission misrepresented or omitted by the Settling GTM Defendants in writing in connection
with this Agrement) that, if such facts had been known by them as of the time of execution of
ths Agreement, may have materialIy afected their decision'to enter into this Agreement.
Accordingly, the paries hereby intentionally and voluntaly waive the benefits of any state or
federal. statute, law, order, or rule that would provide to the contrar.
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DWT 19476558vS 0089647-000002
!
Exhibit i
Page 70f37

PRnLEGED SETTLEMENT DOCUMENT
OREGON EVIENCE RULE 408
The pares hereto. agee that if any action or claim released or discharged herein is ever asserted
by any par herein agaist any other par or paries herein released or discharged by the tenns
of this Agreement, then the releases contained in this Agreement may be asserted, or pleaded as a
defense to any such action or claim. Except as to claims by or against the State, in the event a
claim is asserted agains a part hereto and said par prevails in such action based upon this
paragraph, such prevailing par shall be entitled to an award of its reasonable attorneys' fees and
costs, on trial, at arbitration, and/or on appeaL.
7. Release of Claims by the Settlng GTMDefendants. In exchange for, and in consideration of,
the covenants, tenns and conditions described in this Agreement, the Settling OTM'Defendants
(individually and collectively, "Section 7 Releasing Paries"), for themselves and their respective
past, present, and future heirs, beneficiares, executors, admiiùstrators, agents, transferees and
assigns, and any person claiming by, through or under the foregoing, hereby fuly,
unconditionally and irrevocably release, acquit, and forever discharge the State and the Private
Plaintiffs (as defied herein) and their respective past, present and future predecessors,
successors, subsidiaries, partners, directors, offcers, managers, owners, shareholders; members,
employees, agents, tranferees and assigns and such individuals' heirs, donees, survvors,
legatees, beneficiaries, executors, personal representatives and administrators, (individually and
collectively, "Section 7 Released Persons") from any and all clais, counterclais, causes of
action, suits, tort, rights, liabilties, ta liabilties, obligations (including contractual), demands,
debts, sums of money, accountings, reckonigs, bils, covenants, controversies, agreements,
promises, varances, trespasses, executions, loss, damages of any kind (including but not limited
to incidental, consequential and punitive damages), judgments, attorneys' fees, costs, charges,
expenses, and amounts whatsoever, of whatever kind or nature, in law, equity or otherwse,
otherwise, whether or not based
whether known or unown, vested or contingent, suspected or
on misrepresentation, mistae, or omission, that the Section 7 Releasing Paries (or any of them)
now have, have ever had or may in the future have agaist any Section 7 Released Persons arising
out of or relating to, directly or indirectly, with respect to any matter, fact or circumstance, of any
kind or natue whatsoever, existing, arising, or occurring, on or before the date of
this Agreement
(individually, a "Section 7 Released Claim" and collectively, the "Section 7 Released Claims").
the defendats in ths Litigation.
The term "Section 7 Released Persons" does not include any of
These releases extend to and inure to the benefit of
the Section 7 Released Persons, their afilates
and successors and assigns. Notwithstanding the fOiegoing, these ieleases shan not extend to and
the term "Section 7 Released Clairs" shal not include, any (a) claims that arse out of any
indemnification claims the Settling GTM Defendants may have under the GTO Operating
this Agreement; (b) claims that
Agreement(s), the OTM Operating Agreement, or arsing out of
arise out of any breach of ths Agreement; (c) clais for unpaid salary, bonuses, or benefits owed
to the Settling OTM Defendants by GTO, subject to Section 5(d) above; (d) clais against OTM
for any as of yet unreimbursed2011 and/or proportional 2012 tax liabilty due or owing pursuant
to the GTM Operating Agreement; (e) claims and defenses agaist any person who is a defendant
in the Litigation; or (f) claims that arse out of any other acts or omissions of
the Section 7'
Released Persons which arise or occur afer the date of
ths Agreement. Furhennore, the
foregoing releases are also not intended, and shal not be constued in any way, to release any
claim or claims a Section 7 Releasing Part may have against any law firm, lawyer, or other
professional, consultant, or advisor.
The Settling OTM Defendants have reserved their claims against OTM. GTM is not a par to
this Agreement. If GTM becomes a par to this Agreement, the Settling GTM Defendants are
Page 8 OF 20- SETIEMENT AGREEMENT AND GENERAL RELEASE
0:\9490001\00 I 8 meffinal settlement agreement 5-25-12 DOJ DM3403482-052 J J 2
DWT i 9476558v5 0089647-000002
l
!
Exhibit 1
Page 8 of37

PRIILEGÉD SETTLEMENT DOCUMENT
OREGON EVIENCE RULE 408
prepared to enter into mutual releaes with GTM in connection with the Litigation and the facts
and circumstaces underlying or relating to the Litigation.
The Paries fully intend that the foregoing releases, except as modified in the immediately
foregoing paragraph, are valid, effective, binding, and enforceable in accordance with their terms
and the other terms of this Agreement, notwithstanding the possibilty that the paities may
hereafer discover facts (regardless of the reason why such facts were not known to them, but not
including facts not known due to a knowing misrepresentation or omission'misrepresented or
omitted by the Section 7 Released Persons in writing in connection with this Agreement) that, if
such facts had been known by them as of the time of execution of this Agreement, may have
materially afected their decision to enter into ths Agreement. Accordingly, the paries hereby
intentionally and voluntarly waive the benefits of any state or federal statue, law, order, or rule
that would provide to the contra.
The paries hereto agree that if any action or clai released or discharged herein is ever asserted
by any par herein agaist any other par or paries herein released or discharged by the temis
of ths Agreement, then the releases contained in this Agreement may be asserted, or pleaded as a
defense to any such action or claim. Except as to clais by or against the State, in the event a
claim is asserted against a par hereto and said par prevails in such action based upon this
paragrph, such prevailng par shall be entitled to an award of its reasonable attorneys' fees and
costs, on trial, at arbitraton, and/or on appeaL. .
8. Court Approval; Dismissal of Litigation. Upon signatue of this Agreement, the Settling Paries
shall present this Agreement and all related documents to the Cour and the Banuptcy Cour,
and ask both cours to approve it. If both cours do approve it, the State and Private Plaintiffs shall
dismiss their claims against the Settng GTMDefendants as soon as practicable thereafer with
prejudice and without costs or attorneys' fees, and the State, Private Plaintiffs and the Setting
GTM Defendants shall forego any appeals of any claims. In the event a judgment has been
entered by the Court before the State and/or the Private Plaintiffs
dismiss their respective claims
as set fort in this paragraph 8, the State and the Prvate Plaintifs covenant and agree that upon
approval by the Cour and the Banuptcy Cour, or upon a determintion by both courts that no
approval is necessar, or upon any combination of the foregoing, they wil file with the Cour as
soon as practicable a full and final satisfaction of any judgment entered against the Settling GTM
Defendants, whereupon the Settling GTM Defendants shall dismiss any appeal they may have
fied.
When presenting ths Agreement to the Cour for approval, the Settling Paries shall work
cooperatively in good faith and use their best efforts to urge both cours to issue ordérs that, to the
fullest extent permtted under the law, recogn the State and the Private Plaitiffs, together, are
the sole rightfl representatives of the interests ofUI, KIT, SSSC, the Community, the
Community's Charitable Interest and all other charitable interests that UI and SSSC are charged
to represent and advance, with respect to any clais against the Settlin GTM Defendants. If
either Court does not approve ths Agreement, and until such time as both cour do approve it,
this Settlement Agreement and General Release shall not be effective, except as provided in
section 11. The requirement set forth in this Section 8 is waived as to the Bankrptcy Court if the
petition in banptcy of GTM has been dismissed before this Agreement can
be presented or
rued upon by the Bankuptcy Court. Consistent with the terms of
ths Agreement, and this
Section 8, the partes agree that the later of either the Court or the Banptcy Cour's approval of
this Agreement or its determination that no approval is necessar wil be deemed the "Effective
Date," as that term is used in ths Agreement.
Page 9 OF 20- SETTEMENT AGREEMENT AND GENERAL RELEASE
0:\9490001 \00 18 meffinal settlement agreement 5-25-12 DOJ DM3403482-0521 12
DWT i 9476558v5 0089647.000002
Exhibit 1
Page 9 of37

PRILEGED SETTLEMENT DOCUMENT
OREGON EVIDENCE RULE 408
Furter, the pares agree to work cooperatively in good faith and use their best effort to urge the
Cour and the Banptcy Court to issue orders approving this Agreement that include a claims
bar provision barng any claims by a non-part to this Agreement against any Settling GIM
Defendant in any way connected to the Litigation, the restmcturing and management of GTO,
and/or GTM's management ofGTO's assets ("Claims Bar).
Ths Section 8 may be modified in full or in par upon written agreement of all Settling Paries.
9. Indemnifcation.
(a) Except as expressly set out herein, this Agreement does not impact GTO's and GTM's
legal obligation to defend, indemnify and hold harmless the Settling GTM Defendants to
the fullest extent permitted under applicable law and the provisions of any applicable
GTO Operatig Agreement(s) (including any indemnification obligations asumed by
GTO in connection with the 2007 reorganation of GTI and/or the GTM Operating
Agreement.
obligation provided under subsection (a) of this Section 9,
the Special Fiduciar, from assets under his management and control, shall indemnify the
Setting GTM Defendants in an amount up to $250,000.00, ("the Indemnity") as provided
in this subsection (b).
(b) In addition to the indemnity
i. The Indemnty shall be available only for payment of attorney fees and costs and
not for indemnity fodiabilty; .
2. The Indemnty shall be available only for attorney fees and costs incured afer
the Effective Date of this Agreement; .
3. The Indemnty shall be paid on a pro rata 50%/50% basis, with payments made
for attomey fees and costs by persons or entities other than the Special Fiduciar.
For puroses of ilustration, ths mean that if any of the Settling GTM
Defendants were to receive a $40,000 attorneys' fee invoice in a matter covered
by the indemnty in this subparagraph (b) then the Special Fiduciar would pay
$20,000, or 50%, to the attorney/finn issuing t1ie invoice al'd the Settlhig GTM
Defendant on whose behalfthe fees were incurred would pay the remaing
$20,000. In the event the fees and costs to be indemnified against are incurred on
behalf of multiple Settling GTM Defendants, the outcome would remai the
same: the Special Fiduciar would pay half of any invoice (50%) covered by this
subparagrph directly to the biling attorney/firm and the Settling GTM
Defendants incurring the fees would pay the remaining half (50%);
4. The Indemnty shall only be paid on account of attorney fees and costs incured
in connection with the lawsuit Bibiji Inderjit Kaur Pui, et. ai. v. Sopurk Kaur
Khalsa,et. aL. (U.S. District Cour of Oregon Case No. 3:10-cv-OI532 MO) and
such other legal actions as a Settling GTM Defendant may become aware of for
the fist time after the date of this Agreement and that is brought by a Member of
the Communty (including any defendant in the Litigation) for the purpose of
. recovering damages or asserting other remedies in any way connected to the
restructuring and management ofGTO, GTM's management ofGTO's assets,
Page 10 OF 20- SETIEMENT AGREEMENT AND GENERA RELEASE
0:\9490001\00) 8 mer final settement agrement 5-25- i 2 DOJ DM3403482-052112
DWT 19476558v5 0089647-000002 .
Exhibit 1
Page 10 of37

PRIILEGED SETTLEMENT DOCUNT
OREGON EVIDENCE RULE 408
the Litigation, and/or this Agreement. A Member of the Communty is a person
or entity satisfying the defiition of Community or Community's Chartable
Interests in paragraphs C and/or D of the Recitals, above.
5. The obligation under ths Section 9(c) expires 6 years afer the Effective Date.
(c) As a part of, and not in addition
to the $250,000 maximum indemnity set forth in'
subsection (b), above, the Special Fiduciar, from assets under his management and
control, shall also indemnfy the Settling GTM Defendants for any net tax liabilties they
may incur as a result of the tranfer of their interests in GTM to the Special Fiduciar or
as a result oftheir payments pursuant to this Agreement. Conversely, the Settling GTM
Defendants agree to pay over to the Special Fiduciar any and alI net tax refunds they
receive ~ a result of the transfer of their interests in GYM or as a result of their payments
pursuant to this Agreement. The Setting GTM Defendants agree to file amended tax
retums as pennitted by law to seek such refunds. In order to accomplish this, the Setting
ÒTM Defendants agree (i) to provide, pursuant to an appropriate confidentiality
ageement, access to their 2007-2011 tax retus and supportng financial materal to a
tax expert designated by the Special. Fiduciar, who shall prepare the amended retur fo~
the Settling GTM Defendants, (ii) to fie, as permitted by law, said 2007-2011 amended
state and federal retu prepared by the ta expert designated by the Special Fiduciar,
and (iii) to pay to the Special Fiduciar all money received as a result of filing the
amended returns. The Settling GTM Defendants shalI have the rightto review and
approve the amended return, which approval shall notbe unrasonably withheld. The
Setling GTM Defendants covenant not to tae any action that would cause the taxfug
authorities to not issue a refud that would otherwise be paid as a result of the fiing of
the amended tax returns.
(d) The Settling GTM Defendants' agree to obtain their spouses' agreement to the tenus of
section 5( c) and in paricular their agreement to me amended tax returns and pay alI
money received to the Special Fiduciar as set forth in sections 5(c) (i) and (ii). The
agreement ofthe spouses ofthe Settling GTM Defendants shall be set fort in a separate
written agreement in the form attached hereto as Exhbit B, to be signed by the settling
GTM Defendants spouses' contemporaneously with this Agreement.
(e) Without limiting any other tenus in tms Agreement, the Settling GTM Defendants shall
be entitled to retai one half of any tax refund(s) paid as a result ofthe amended ta
retus referenced in Section 9(c) above, up to the first $500,000 received as a result of
any such amended retu(s). For the avoidance 'of confusion, and for ilustation
puroses only, if
the Settling GTM Defendants, collectively or individually, receive
. $700,000 as a result of a.ended return then they shal be entitled to retan $250,000,
Le., one half of the first $500,000, and such sum shalI not be paid over to the Special
Fiduciar, Likewise, ifthe Settling GTM Defendants, collectively or individually,
receive $400,000 as a result of amended returns then they shall be entitled to retain
$200,000, and such sum shall not be paid over to the Special Fiduciar.
Without limiting any other terms in tms Agreement, and as a condition precedent to the
Settling GTM Defendants' obligation to pay the monetary consideration and to transfer
their collective 52% interest/membership units in GTM to the Special Fiduciar, as set
forth above, the Special Fiduciar must first (1) agree to the terms oftms Agreement,
includiig, but not limited to the obligations set forth in this Section 9; (2) represent and
warant for the benefit of the Settling GTM Defendants that the Special Fiduciar wil
Page 11 OF 20- SETTLEMENT AGREEME AND GENERAL RELEASE
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owr 19476558v5 0089647-000002
Exhibit 1
Page 11 of37

PRnEGED SETTLEMENT DOCUMENT
OREGON EVIDENCE RULE 408
maintain, or cause the Chartable Trust to maintain, assets necessary to peiform the
indemnity obligations set forth in this Section 9; (3) agee, on behalf of the Chartable
Trust, its successors, agents and assign, that, to the extent the Special Fiduciary is unable
or no longer authorizd to peiform the obligations set fort in subparagaphs (a) though
(d) of this Section 9, the Chartable Trust shall be responsible for any obligations
remaining pursuant to subparagraphs (a) though (e); and (4) agree, on behalf ofthe
Chartable Trust, its successors, agents and assigns, that the Charitable Trust shall, to the
extent of its interest in GTO and to the extent economically feasible, require GTO to
maintain Director's and Offcer'.s Liability Insurance for a period of 10 years from the
Effective Date ofthis Agreement, and not tae any steps to remove any Settling GTM
. Defendant as an insured under such policy or policies or act to specially reduce or
eliminate coverage for future claims against any Settling GTM Defendant.
(t) In addition to the indemnity provided in (a), (b), (c) and (d) ofthis Section 9, the Special
Fiduciar, from assets under his management and control, shall indemnif the Settling
GTM Defendants against tax liabilities attibutable to existing 2011 and prorated 2012
GTM pass through ta liabilties allocated to the Settling GTM Defendants as of the
Effective Date, defined above. To the extent the Special Fiduciar is unable or no longer
authorized to peifonn the obligations set forth in this subparagaph (e), the Chartable
Trust shall be responsible for any remaining obligations under ths subparagraph.
(g) As a pre-condition to receiving the indemnity provided for in this Section 9, Settling
GTM Defendants shall provide to the Special Fiduciar all documents and accountigs .
reasonably requested by the Special Fiduciar to determine that the Special Fiduciar is
obligated to provide the indemnity called for il this Section 9.
10. Non-Competition and Non-Solicitation: Confdentiality. In consideration of the rehabiltative
transfer of the Settling GTM qefendants' membership units in GTM, and other good and
valuable consideration, the receipt and sufciency of which is hereby acknowledged, during the
period ending on June 30, 2014, (the "Restction Period"), each Settling GTM Defendant
covenants and agrees that he shall not, anywhere in the United States or any international market
in which GTO, or its successor conducts its business as of the date of termination, directly or
indirectly engage in the business of tea manufactuing or the sale of tea and/or tea products
("Business"), either for himself or for any other person or entity, or own, operate, manage,
cûntrol, engage in, Pâi'1:icipate in, Íi*lvest in, act as consulta'1t or advisor to, or otheivyise iendei
services to any person or entity whose primar business (or a significant portion of whose
business) is the Business. Notwithstading the foregoing, nothng herein shall prohibit any
Settling GTM Defendant from (1) being a passive owner of not more than 5% of the outstading
stock of any class of securities of a publicly traded corporation engaged in such business, so long
as he has no active paricipation in the business of such corporation, or (2) performing any
services for GTO or its affiiates. .
Durig the Restction Period, the Settling GTM Defendants shall not directly or indirectly
though another person or entity (i) solicit any employee, contractor, or consultat of GTO to
leave his or her employment with GTO, or (ii) solicit any of GTO's curent or prospective
customers or suppliers for any purpose which is competitive with the Business of GTO. . For
purposes of ths section, a customer or supplier wil be deemed a "prospective" customer or
supplier ifGTO can demonstrate that (a) it was or is actively pursuing a customer or supplier
relationship with such person or entity prior to or during the Restricted Period, and (b) with
Page 12 OF 20- SEITLEMENT AGREEMENT AND GENERA RELEASE
0:\949000 I \00 1 8 mef fma! settement agreement 5-25-12 DOJ DM3403482-052 112
DWT 19476558v5 0089647-000002.
Exhibit 1
Page 120f37

PRnLEGED SETTLEMENT DOCUMfNT
OREGON EVIENCE RULE 408
. regard to the period afer the date of this Agreement, the Settling GTM Defendant was or is aware
of such effort with respect to such prospective customer or supplier.
If at any time any cour of competent jurisdiction shall hold that the duration, scope, geogrphic
area, or other restrictions stated herein are unreasonable under circumstances then exiting, the
paries agree that the maxum duration, scope, geographic area, or other restrctions deemed
reasonable under such circumstances by such court shall be substituted for the stated duration,
scope, geographic area or other restrictions, but only to the extent of such cour's jurisdiction
(geographic and otherwise).
In addition to any obligations the Settling GTM Defendant's may have under any confidentiality,
non-disclosure or other simar agreements with any of
the pares hereto, or otherwise under
applicable law, each oftlie Settling GTM Defendants agrees at all times to hold in strctest
confidence, and not to use or to disclose to any person or entity (other than employees ofGTO
and GTM), any confidential or proprietary inormation relating to GTO, GTM or the Business.
For purposes of this Agreement, "confdential and proprietar infonnation" shall include, without
limitation, inventions, processes, formulas, technology, designs, trade secrets, know-how,
research, product plans, products, services, suppliers, cUstomers and customer lists, costs and
prices, marketing, financial inormation, budgets, business plan and strategies, analyses, models,
forecasts and projections, or other confdential or proprietay information relating to GTO, GTM
or the Business. For puroses of
this Agreement, the foregoing limitations shall not apply to
confidential inormationthat (i) is or becomes generally known to the public, except by reason of
a breach of any confdentiality, fiduciar or other obligation by a Settling GTM Defendant or
afi1iate thereof, (ii) such Settlig GTM Defendant can establish by written evidence that such
information is obtained by such Settling GTM Defendant without restriction from a third par
not subject to any confdentiality, fiduciar or other obligation; or (iii) such Settling GTM
Defendant can establish by wrtten evidence that such information is independently developed by
such Settling GTM Defendant without use of or reference to any confidential or
proprietar
inormation.
The Settling GYM Defendants acknowledge, agree and afir the obligations, if any, they have as
individuals under their non-competition, non-solicitation, confdentiality and related agreements
pursuant to the Asset Purchase Agreement by and among Golden Temple of
Oregon, LLC,
Golden Temple Management, LLC, Hearside Food Solutions, LLC and Those Persons
Identified as Additional Restrcted Paries on tlie Signature Pages Hereto dated as ofMâlch 6,
2010 ("Hearhside Agreement") relating to the sale of GTO's cereal. business (where the
Additional Restcted Parties for purposes of such non-competition, non-solicitation,
confidentiality and related obligations include Karam Khalsa, Ajeet Khalsa, Guru Hari Khlsa
and Gurdhan Khalsa) and fuher agree, for the benefit of il, KIlT, GTO and GTM to comply
with the terms of such agreements.
Each Setting GTM Defendant acknowledges ard afrms that in the event of his breach of any of
the provisions of this Section 10, money damages would be inadequate and GTO and its
members would have no adequate remedy at law. Accordingly, each Settling GTM Defendant
agrees that, in addition to an action for damages and any othei' rights and remedies available at
law or in equity, GTO and its members may bring an action for specific pedonnance, injunctive
and/or other equitable relief in order to enforce or prevent any violations ofthe provisions of ths
Section 10. Each of the Settling GTM Defendants acknowledges and agrees that the restrctions
contained in this section are reasonable in all respects (including, without limitation, with respect
to the subject matter, time period, and geographical ara) and are necessar to protect the value of
Page 13 OF 20- SETILEMENT AGREEMENT AND GENERA RELEASE
0:\9490001100 I 8 .meffinal settlement agreement 5-25-12 DO) DM3403482-052//2
DWT 19476558v5 0089647-000002
Exhibit 1
Page 13 of37

PRIVILEGED SETTLEMENT DOCUMENT
OREGON EVIENCE RULE 408
the membership units transferred to the Special Fiduciar pursuant to Section 3 of this Agreement
and the value of the Business and constitute good and valuable consideration for the releaes,
indemnities, and other rights granted to the Settling GTM Defendants under this Agreement. The
covenants made under this Section 10 are for the benefit of GTO, GTM, and their members.
11. Purpose of AgreementlForbearance. The paries intend that this Agreement, including but not
limited to the releases and indemnitý obligations provided for hereunder, shall remain in full
force and effect regardless of the outcome of the Litigation or any other proceeding. It is the
intention ofthe Pares that approval of ths Agreement by the Court shall operate to modify any
order of the Cour to the extent, and to that extent only, that such order is inconsistent with the
terms of ths Agreement. F or avoidance of doubt, to the extent of any conflct between the terms
of this Agreement and the' terms of any order issued by the Cour, the terms ofthis Agreement
shall prevail. Without limiting any other terms of
this Agreement, the State and Private Plaintiffs
agree that notwithstanding the Remedies Order and any fuher order issued in connection with it
and/or any judgment entered in the Litigation prior to the Effective Date (Section 8cCourt
Approval), the State, Private Plaitiffs, and the Special Fiduciary agree to forebear from
executing on any such order issued or judgment entered against the Settling GTM Defendants
pending the Cour and/or the Banptcy Court's issuance of orders regarding the approval ofthis
Agreement or an agreement or finding that no approval is necessar. The State, Private Plaintiffs,
and the Special Fiduciar furter agree that if either the Court or the Banptcy Court does not
approve this Agreement then the State, Private Plaintiffs, and the Special Fiduciar wil forebear
from executing on any order issued or judgment entered agait the Settling GTM Defendants for
a period of 10 days afer the first cour to deny approval of
ths Agreement. The forbearance
provisions of this Section 11 are not conditioned on court approval and are operative upon
issuance ofthe Remedies Order.
12. Covenants to Support Agreement. Without limiting any other provision ofthis Agreement, each
par covenants and agrees that they wil (a) not suggest, encourage, assist, faciltate, or cooperate
in the investigation, development, commencement, or prosecution of any claims against the
Settling GlM Defendants relating to the matters being released under this Agreement by any
person, except as may be required by law, and except, with respect to the State as it may deem
proper pursuant to its obligations to the public; and (b) not take any action which could
reasonably be expected to contradict, or undermne the purpose or terms of
this Agreement and
the releases and indemnity granted hereunder in any material respect.
13. Representations and Warranties.
(a) The Settling GTM Defendants represent and warant that they own 52% of GTM, as
more paricularly described on Exhibit A, and referenced in Recital
1, free and clear of all
liens, encumbrances, security interests, and restrictions other than as specified in the
GTM Operatin Agreement and this Agreement;
(b) Settling GTM Defendants represent and warant that the Current Salaries and Current
Benefits constitute the stadard salaries and benefits received by the Setting GTM
Defendants in the ordinar course of business during 2012 prior to execution of this
Agreement;
(c)
Settling GTM Defendants represent and warant that the distrbutions ("Disclosed
Distrbutions"), disclosed to the paries in writing prior to execution of this Agreement
and referenced in Recital I, are the exclusive distrbutions received by the Settling GTM
Page 14 OF 20- SETTLEMENT AGREEMENT AND GENERAL RELEASE
0:\9490001\0018 mef.final settlement agreement 5-25- 12 DOl DM3403482-052112
DWT 19476SS8vS 0089647.O002
~ j
'i
'¡
Exhibit l
Page 14 of37
¡:

PRnEGED SETTLEMENT DOCUMENT
OREGON EVIDENCE RULE 408
Defendants from GTM in money or other propert in respect to their interests in GTM
ths Settlement Agreement;
from the date of GTM's creation until the Effective Date of
their GTM Capital
(d) Settlig GTM Defendants represent and warrant that the balances of
Accounts as of May 26, 2012 as certified by the outside accountants for GTM ("Certified
Capital Accounts Balances''), disclosed to the paries in writing prior to execution of this
Agreement and referenced in Recita 1, are the true and accurate balances in their
accounts as of the date of ths Settlement Agreement;
14. Transaction is Reasonable. The Settling Parties each represent and warant that they believe the
settement and terms oftls Agreement are reasonable, have been negotiated at ars'
length and
each par has been represented by legal counsel in the negotiation and execution oftls
Agreèment.
public.
Moreover, subject to the receipt of approval
.
by
.
the Court and the Banptcy Cour
the transaction is deemed fair to both the parties and the communities purorted to be represented
by any par. Without limiting the generality or breadth of the foregoing, the State specifically
affirs that the Agreement is fair to UI, KIlT, the Communty, the chartable trst, and the
and warant that no person
15. No Assignment. The Settling Pares, as defied herein, each represent
other than the signatories hereto had or has any interest in the matters referred to in this
Agreement, that the pares have the sole right and exclusive authority to execute ths Agreement,
and that the paries have not sold, assigned, tranferred, conveyed, or otherwse disposed of any
claim, demand or legal right that is the subject of this Agreement.
16. Governing Law and Jurisdiction. This Agreement shall be governed and confonned in
accordace with the laws of the State of Oregon, without regard to its confict oflaws provision.
In the event any par to the Agreement breaches any provision of
this Agreement, the paries
af that any. par may institute an action to specifically enforce any term or terms of this
Agreement.
i 7. No Admission of Liabilty. The pares agree that neither tls Agreement nor the fuishig of.
the consideration for this Agreement shall be deemed or constred at anytime for any purose as
an admission by the Settling GTM Defendants of any liabilty or unlawfl conduct of any kind.
18. Headings. The heôdings ûfthe provisions herein are intended for convepJentreference opJy, a.rid
the same shall not be, nor be deemed to be, interpretative of the contents of such provision. As
used in this Agreement, the term "person" includes any individual, sole proprietorship,
parnership, joint venture, trst corporation, limited liabilty company, association, entity,
community and charitable or religious organiztion of any kid.
19. Modification of Agreement. This Agrement may not be amended, revoked; changed, or
the Settling Pares. The Settling
modified in any way, except in wrting executed by each of
Paries agree not to make any claim at any time or place that this Agreement has been verbally
modified in any respect whatsoever. No waiver of any provision of this Agreement wil be valid,
nor should any be inferred, uness it is in writing and signed by the par against whom such
waiver is charged.
20. Exhibits, Schedules. Each Exhbit, Schedule, and addendum attched to and referred to in this
Agreement is by this reference incorporated in this Agreement.
Page 150F 20- SETIEMENT AGREEMENT AND GENERAL RELEASE
0:\9490001\0018 meffinal settement agrement 5-25-12 DOJ DM3403482-0521 12
DWT I 9476558v5 0089647-000002
I,.:...
Exhibit 1
Page 15 of37
:;:~;

PRIILEGED SETTLEMENT DOCUMENT
OREGON EVIDENCE RULE 408
21. Payment of Attorneys' Fees. All attorneys' fees incurred by the paries in connection with the
negotiation, drafng, filing, and execution ofthis Agreement shall be promptly paid by them,
whether or not the cour approves this Agreement, and whether or not Insurance Proceeds are
available to make such payments.
22. \ Notices. Any notice, request; or consent required or permitted to be given under thi Agreement
shall be in writing and shall be deemed to have been given: (i) when personally delivered to a .
part; (ii) five (5) business days afer deposit in the United States Mail, postage prepaid by both
first class and certifed mail, retum receipt requested; (iii) on the date guaranteed for delivery if
given by Federal Express or another recognized national ovenught carier, with overnight
shipping charges paid; or (iv) upon receipt, if sent by confirmed facsimile, and addressed to such
par at the address set forth below (or such other address as a
par may specif by a notice in
writing, given in the same maner):
If to the State: Daniel H. Rosenhouse or his successor, and
Elizabeth Grant, Esq.
Deparent of Justice
1515 SW 5th Avenue, Suite 410
Portland OR 97201
Fax: (971) 673-2196
E-Mail: Dan.rosenhouse@doj.state.or.us
If to the Settling GTM Defendants: Michael E. Farell, Esq.
Parsons Farell & Grein, LLP
1030 SWMorrison Street
Portland OR 97205
Ifto the Private Plaintiffs:
Fax: (503) 274-7979
E-Mail: mfarnel1@pfglaw.com
John McGrory
Davis Wright Tremaine LLP
1300 SW 5th Ave., Ste 2300
Portland, OR 97204
Email: iohnmcgrory@dwt.com
lfto GTM: Manager
121 SW Morrson
Suite 925
Portland OR 97204
IftoGTO: Manager
2545 Prairie Road
Eugene, OR 97402
lfto Special Fiduciar:
Conrad Myers
6327 SW Capitol Highway, Suite 222
Portand, OR 97239
Page 16 OF 20: SETTLEMENT AGREEMENT AND GENERAL RELEASE
0:\9490001\0018 meffial settlement ageement 5-25-12 DOJ DM3403482-052/12
DWT i 9476558vS 0089647-000002
Exhibit i
Page 16 of3?
.'.'

PRIEGED SETTLEMENT DOCUMENT
OREGON EVIENCE RULE 408
23. Further Assurances. Each Setting Par shaH timely and in good faith execute and deliver, at the
request of another par, such fuher documents or instrments, and shaH perform such furter
acts, that may be reasonably required by another par in order to more effectively confrm or
car out the intent ofthis Agreement.
24. Time of Essence. Time is ofthe essence of ths Agreement in all pariculars.
25, Counterparts; Facsimiles. This Agreement, and any related documents, may be executed in
several counterpars, each of which shall be deemed an original but all of which taken together
shall constitute one and the same instrument. The paries agee to accept facsimile signatues,
provided that at the request of another par, each other par shall confirm fax transmission by
signatue and delivery of a duplicate original agreement. The pares hereby waive any defense to
the validity of ths Agreement, or any related document, based on any such facsimile copies of
signatures.
26. Authority; No Conflcts. Each Setting par represents and warrants that itle/she is duly
authorized and empowered to execute and deliver ths Agreement and this Agreement constitues
a valid and legally binding obligation of such par, enforceable against such pary in accordance
with its terms without further act or authorization is necessar. Without limitig the foregoing,
each par shall, upon request by any other par, provide such additional documentation as may
be reasonably requested to evidence the reqùisite authorization to enter into and bind the par
under ths Agreement. Each par furter represents and warrants that the execution, delivery and
performance of ths Agreement does not confct with, violate or result in the breach of, any
agreement, obligation, instrment, order, judgment, decree, law or governenta regulation to
which such par is subject.
this Agreement shall in all cases be construed as a
whole, according to its fair meang, and not strictly for or against any of the paries. The paries
27. Interpretation; The language of all par of
are sophisticated business persons and have had an equal opportnity to parcipate in, and have
paricipated in, the drafing oftrus Agreement. This Agreement has been negotiated by and
between attorneys for the pares and shall not be construed against the "drafer" of
the
Agreement or any parcular provision.
this Agreement
are both reasonable anò enforceable. However, subject to Section 10, if any porUon or provision
of this Agreement is determined to be ilegal, invalid, or. unenforceable by any court of competent
28. . Severabilty. The pares explicitly acknowledge and agree that the provisions of
jurisdiction iid canot be modified to be legal, valid, or enforceable, the remaider of this
Agreement shall not be affected by such determination and shall be valid and enforceable to the
fullest extent permitted by law, and said ilegal, invalid, or unenforceable portion or provision
shall be deemed not to be a par of
ths Agreement. .
29. SurvivaL. The releases, indemnity obligations, and covenants given under this Agreement,
together with all consruction, enforcement, and misceHaneous provisions, shall survive
consummation of the transactions contemplated hereunder.
30. Binding Nature of Agreement. Without limiting any other provision of this Agreement, this
the paries hereto and their respective heirs,
Agreement shall bind and inure to the benefit of
survivors, legatees, executors, adminstrators, personal representatives, receivers, trstees,
shareholders, officers, directors, members, agents, empioyees, representatives, piiners,
Page 17 Of 20- SETTEMENT AGREEMENT AND GENERA RELEASE
0:\9490001\0018 meffinaJ settement agreement 5-25- 12 DOJ DM3403482-l521 12
DWT 19476558v5 0089647-000002
Exhibit 1
Page 17 of37

PRnEGED SETTLEMENT DOCUMENT
OREGON EVIENCE RULE 408
congregants (including the Community), attorneys, accountants, parents, subsidiaries, affates,
subrogees, successors, transferees, and assigns.
31. Entire Agreement. THIS AGREEMENT, AND OTHER DOCUMNTS BEING ENTERED
INO IN CONNCTION HEREWITH AND THEREWITH, SETS FORTH TH SOLE AND
COMPLETE AGREEMENT OF THE P ARTlES ON THE MATTERS DESCRIBED HEREIN
AND SUPERSEDES AND REPLACES ALL PRIOR AND CONTEMPORANEOUS
PROMISES, lJERSTANDINGS, OBLIGATIONS, AND AGREEMENTS (VERBAL OR
WRTTEN), EXPRESS OR IMLIED, BETWEEN AN AMONG THE PARTmS (OR ANY
OF TIM) ON SUCH MATTERS. THE PARTIES TO TH AGREEMENT
ACKNOWLEDGE THT THEY HA VB NOT RELmD ONANY REPRESENTA nONS,
PROMISES, OR AGREEMENTS OF ANY KIN MADE TO HIMIR/IT IN CONNCTION .
WITH HISIHRlTS DECISION TO ACCEPT THIS AGREEMENT, EXCEPT FOR THOSE
SET FORTH IN THIS AGREEMENT AND OTHER DOCUMNTS BEING ENTERED INTO
IN CONNCTION HEREWITH AND THEREWITH.
32. Recitation Under ORS 42.300. Each par to this Agreement recites as facts, pursuant to
ORS 42.300 that such par: (a) has not relied upon any representation or omission by any part
except those specifically enumerated in this Agreement; (b) has had full opportity to be
represented by competent, independent counsel; and (c) understands that under ORS 42.300 they
may not deny the recitals or other factal statements made herein. .
ths
Agreement as follows: (l)the State is represented by Danel H. Rosenhouse, Esq~, Senior
Assistant Attorney General; (2) the Settling GTM Defendants are represented
by Michael E.
Farell, Esq. of Parsons Farell & Grein, LLP; (3) the Private Plaintiffs are represented by John
33. Representation. The paries are represented in the negotiation, drafting, and execution of
McGrory and James C. Waggoner of
Davis Wright Tremaine.
(Signatures on following pages)
Page 18 OF 20- SETTEMENT AGREEMENT AND GENERAL RELEASE
0:\949000110018 mef final settlement ageement 5-25-12 DOJ DM3403482-0521 1 2
DWT 1 9476558v5 0089647-000002
Exhibit 1
Page 18 of3?

PRnEGED SETTLEMENT DOCUMNT
OREGON EVIENCE RULE 408
Executed by each of
set forth below.
Settling GTM Defendants:
Karam S. Khal311
Ajeet S. Khalsa
Gurdhan S. Khalsa
Guru Har S. Khalsa
State of Oregon:
By:
Attorney General
Private Plaintifs:
the undersigned partes or their duly authorized representatives on the date
Date: i2012
Date: ,2012
Date: ,2012
Date: ,2012
Date: ,2012
Date: ,2012
Date: ,2012
Date: ,2012
Date: ,2012
Date: ,2012
Page i 9 OF 20- SEITLEMENT AGREEMENT AND GENERA RELEASE
0:\949000110018 mef final settlement agrement 5-25-12 DOJ DM3403482-0521 12
OWT 19476558v5 0089647-000002
I
i ;
Exhibit t
Page 19 of31
i

P1UVIEGED SETÍLEMENT DOCU
.Olma-ON EVIENCE RUL 408'
. .. .,-. ... "t.. ..~....~.._.. . ':.' . '. .. ... .
...';._. ,. ..:..;...-rJt.lill~ur-... .....~r.u...l.l.._..-=..::..;~..:.:.i:i
E'Keclited 'by eai.h,ofth~nndersigned pares or their duly auhori,represeiítätiveson the, datê
set fnrt below.
Setgf ~efeDdànts:..
Kål:aK.Kliiba
AielitS.:Kalsa
Gurdhim S. Khalsa
GmufI s,KIa1~
Sm'te gtOregn:
-By:
. AttQi1ey Genen
t&ate.Plaintif:
Date: , ,2012
¡jt4 . . , iK,
Dat: ,,:21)12 '
pa,;
~:Date:,. ,
.P.ii
,;2ó1i
,,20ii
,2âlî
nate: " ~2012
t)e:
'Datê:
Thtii:
,2n12
2(H2
:,..... .
,,20.12
''Otø: ,iuiz,
Páge 19 OF 20- SE'IEMENTAGlMETAN GENRA RELEASE
O:i9.490oil\OOI8mèffu~~iiei.øgeeent S-25J2 . DOj DNJ!J4~i,..lJ52Ili
DWT..i9.a1655M 00896.7;1l0@ , ' ,
1
,~
. ~
l
l
j,
f,
'. ~.
f.
I
I
1
Exhibit 1
Page 20 of37

.PRIGED SETTEME.
OREGON EVIENCE RUL 408'
Exected by each of
set fort below,
Settling GTM Defendants:.
K~¡~&~
... ......'__..... . _..."'''ç"".,.....ç..-..-._. _ _.,,~n.'." . ;.._:i..f~..-l~.;_.I". .... ...... '~.~~i.~_"' ,-l.i:'.: .'~...
DOCUNT
the undersigned pares or their duly autorized,representatives on the date
Date:
i-,~tS :20".
,
"
~
~
2012 IT
,.' G~11~. I:
Aje~Khalsa \. . .1,
Date:
,2012
Gunidhan S. Kialsa
Gk~c4y\ Gur Ha S; Khalsa
Date: ? /w 'tr;
t
,2012
Stte of Oregon:
.
By:
Attrney Gener .
Private Plaiti:
Date:
Date: .
,2012
,2012
Date: ,2012
Date: ,2012 !.
Date: ,2012
Date: ,2012
Page i 9 OF 20- SETIEM AGREMET AN GENL RELEASE
0:\949OOJ\OOIS meffual settemt agrI5-25-J2 . DOJ DM;40;48i~52J 12
DWT 19a76SSSvS 00897-000002
¡,
"
I.
l
f:
r
I
i
i.
. ! ,.
I i
i
¡
:.,
Exhibit Í
Page 21 of37
j'

PRnGED SETTEMENT DOCUMENT
OREGON EVIENCE RULE 408
Executed by each of the undersigned paìes or their duly authorized representatives on the date
set forth below.
Settling GTM Defendants:
Kam S. Khalsa
Gun Han S. Khalsa
State of Oregon:
By:
Attorney Genera
Private Plaintiffs:
Dat:
Date:
ç, ¡d o." s ks
Date:
,2012
,2012
,2012
,2012
.2012
.2012
,2012
,2012
,2012
,2ûi2
Page 19 OF 20- SETIEMNT AGREME AN GENERA REEASE
0:\990 i \0 18 mef fina settement agrme 5-25-12 DOl DM3403482~52 lJ2
owr i 9476558vS 008967-02
'-
Date:
Date:
bate:
Date:
Date:
Date:
..
Exhibit
Page 22 of37

. PRIEGED SETTLEMENT DOCUMENT
OREGON EVIENCE RULE 408
Executed by each of the undersigned paries or their duly authorized representatives on
the date set forth below.
Settling GTM Defendants:
Date:
Karam S. Khalsa
Date: .
Ajeet S. Khalsa
Date:
Gurudhai S. Khalsa
Date:
Guru Hari S. Khalsa
Page 19 OF 20- SETTLEMENT AGREEMENT AN GENERA RELEASE
Dwr 19476SS8v5 0089647-000002
,2012
,2012
,2012
Exhibit 1
Page 23 of37

PRIEGED SErIMENT DOC:v
OREGON EVIENCE RULE 408
Execute by each of the undersigned paes or their duly authori representatives on
tle date set fort below.
Settling GYM Defendants: .
Karm S. Khalsa
Ajeet S. Khalsa
Gunidlian S. Khalsa
Gmu Hari S. Khalsa
State of Oreon:
By:
Attorney General
Date: ,2012
Date:
,2012.
Date: ,2012
Date:
,2012
Date: ,2012
Page 19 OF 21). SETEMENT AGREMENT AND GENERA RELEASE
Q:\990!IOO18 metbsetiçi 5-iS.12 DO DM3034~~5il /2
owr 194765S8 007-0
Exhibit 1.
Page 24 of37

PRIEGED SETTLEMENT DOCUMNT
OREGON EVIENCE RULE 408
Executed by each of the undersigned pares or their duly authoried representatives on the
date set fort below.
Settng GTM Defendants:
Kaam S. Khalsa
State of Oreon;
By Attorney General
Privat Plajntiffs;
S. Gur Att Kaur Khal
Avt Har Singh Khalsa
Gur Raj Kaur Khlsa
Gum Sangat Kaur Khsa
Gurtej Singh Khala
(~
Page 19 OF 20- SETTEME AGREEME AN GENRA
OW42OX)1YioI8 meffial seemlag5-25-12
Dwr 19476558vS 009647-0
Date:
Date:
Ajeet S. Khalsa
Date:
Gurdhn S. Khalsa
Date:
Gur Har S. Khalsa
Date:
Date
Date:
,2012
,2012
Date: May27,2012
Date:
Date:
RELEASE
,2012
,2012
,2012
,2012
,2012
,2012
,2012
DO DM3403482-152I1
Exhibit 1
Page 25 of37

PRIEGED SETIEMENT DOCUMNT
OREGON EVIENCE RULE 408
Executed by each ofthe undersigned paries or their duly authorized representatives on
the date set forth below.
Settling GTM Defendants:
Karam S. Khalsa
Ajeet S. Khalsa
Gurudhan S. Khalsa
Gur Hari S. Khalsa
State of Oregon:
By:
Attorney General
Private Plaintiffs:
S. Guru Arrit Kaur Khalsa
A vt Hari Singh Khalsa
Gur Rsj Kaur Khalsa
!
'~tW-l""!",\. t((, ".' ..--
Gur 'Sàngat Kaur Khalsa
Gurtej Singh Khalsa
Date:
Date:
Date:
Date:
Date:
Date:
Date
Date:
Date: Mai 28th, 2012
Date:
,2012
,2012
,2012
,2012
,2012
,2012
,2012
,2012
,2012
Page 19 OF 20- SETTEMENT AGREEMENT AN GENERA RELEASE
0:\490001\0018 meffial settement agment 5.25- 12 DOJ DM3403482-0521 12
Dwr i 9476558v 0089647-0~2
Exhibit 1
Page 26 of37

pRIGED SETILEMENT DOCUNT
OREGON EVIENCE RULE 408
Executed by each of the undersigned pares or their duly authoried representatives on
the date set fort below. .
Settlng GTM Defendants;
Karam S. Khalsa
Ajeet S. Khalsa
Gurudhan S. Khalsa
Guru Har S. Khalsa
State of Oree'0n:
By:
Attorney General
Prvate Plaintiffs:
S. Gur Amrit Kaur Khalsa
A vtar Har Singh Khalsa
Gur Ra Kaur Khalsa
Date:
Date:
Date:
Date:
Date:
Date:
Date
Date:
Date:
Date: Z'37!AY
,2012
,2012
,2012
,2012
,2012
,2012
,2012
,2012
2012
,2012
Page 19 OF 20- SETIEMENT AGREEMET AND GENERAL RELEASE
0-\942001 1001 8 mef fial settement agment 5-25-12 DOJ DM3403482-0S2112
Dm 19476558v5 0089647.0000
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Exhibit f
Page 27 of37

PRIVEGED SETTLEMENT DOCUMNT
OREGON EVIENCE RULE 408
Executed by each of the undersigned pares or their duly authorized representatives on the date
set fort below.
Settling GTM Defendants:
Karam S. Khalsa .
Ajeet S. Khalsa
Gurdhan S. Khalsa
Guru Hari S. Khalsa
State of Oregon:
~17~lV. JJ
By: 5.,, A-§ +-, A&-
Attorney General
Private Plaintiffs:
Date: ~ 2012
Date: ,2012
Date: ,2012
Date: ,2012
Date: Jt'S/ ,2012
Date: ,2012
Date:' ,2012
Date: ,2012
Date: ,2012
Date: ,2012
Page 19 OF 20- SETILEMENT AGREEMENT AND GENERAL RELEASE
0:1949000110018 m6ffinal settlement agrement 5-25.12 DO) DMJ403482-0J21l2
DWT 19476558v5 0089647.000002
Exhibit 1
Page 28 of37

PRIILEGED SETTLEMENT DOCUMENT
OREGON EVIDENCE RULE 408
EXHIBIT A
Representations by Settling GTM Defendants regarding compensation and interests in GTM,
which are attached hereto as Exhibit A and form part of
this agreement.
Page 20 OF 20- SETTLEMENT AGREEMENT AND GENERAL RELEASE
0:\9490001\0018 meffinal settlement agreement 5-25-12 DOJ DM3403482-052112
DWT 19476558v5 0089647-000002
Exhibit 1
Page 29 of37
, .

"
. " (
RESTATED EXHIBIT 2.37
, ' .
PERCENTAGE UNEREST
---.-:.1.
, The undersigned acknowledge and agr thaI Exbii 237 to the Operating Agrment of
Golden
Ttmple Management do.ted Seiiieinber i, 2007 is dcletei.in its cntirt ani!"repiåced with the
following. aiid thaI the Units and Percentage Interets Sel forth below shall be effective as of
September 1,2007.. .
Name Numher of Unit! Percl!ntage Interest
..
K.ii S. Khalsa . 480. 48%
Karam S. Klalsi 220 22%
Aje~t S. Khiisii )50 15.%
Guru Huri s. Khalsa , SO 5%
Gii~haß S.. Klalsa 100 10%
Total
" .
.1,000 100%
Acknowledged and agreed:
. . Kartar S. Khalsa
~b,,~io7 ..
'-evfJUL
.H'r,~
. : ' el S. Khalsa' .
r Ourudhan. S. Kha.lsa .
. Qclo~cr~ 2007,
....¿t
Knrum ~. KhíÏsa
odo~e~M;
Guru Han S. Khalsa
Oclober £.: 2007
701 S i 8.00' 1660JZ~.1
Statementslrepresentations herein. are accurate as of 5/?5/12
EXHIBIT
PAGE \
.A . ii 4W~1o CONFIDENTIAL
GT002004
OF '1
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Exhibit 1
Page 30 of37

RESTATED EXHIT i.i7
. ,
PERCENTAGE INEREST
The. urdersigned'acknwJedge iid agree that Exhibit 2Ji to the Opting Agrmept ofOoldcn '
Temple Magement dated September 1,2007 is deH:ted in ils entirety and replace with the
followig, ii Ìht the Units and Percntie Interests set fort below sha be effecve 83 of
September i, 2007. '. .
. . Name . Number of Units Percentage Interest
A
Ka S. Khalii 480 48% ..
Ka S. KhalSa 220 22%
Aj~ S. Khalsa iso 15%
Gun Han S. Khalsa 50 5%
Owudlan S. Khalsa 100 10%
Total . 1,000 '100%
'IJ .' .
l,/7
cIaowledge :
. l
, Ka S. Khal .
(lcto.be r20Q7 .
Ajeet.8. Khsa
Oct-ober -J 2åo7
'Gur~ S. Khalsa
October ~ 2007
7DX 18.00I/66DJ2U
,
Kar S. Khalsa
October _.2007 ..
Gur Har S. Kha'lsa
Octobi¡r -J 2007
Státements/representations herein are accurate as of 5/25/12
EXHIB1T A
PAGE b OF Lf
CONFIDENTIAL
GT 00200"5
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Exhibit 1
Page 31 of37
i:
'_0

UNANIMOUS CONSENT OF TH
MANAGERS
OF
GOLDEN TEMPLE MANAGEMENT, LLC
The uidersigbèd, being the managers of Gold~n Temple Man~gem~nt, LLC, an Oregon
Jimited liabiIity coinpany(/'GTM"), which Ìn .tur is the sole l'na1ager of Ooiden Temple of
Oregon, LLC~ an 01'eg~n limited liabilty company ("GT LLC"), hereby consent to aòd appi'ovè..
the following ;resoiutiun~;
WHEREAS~ Golden Temple of
an Option Agreement dated August 2712007, With Unto'
Oregon, Inc., an Oregon coi:poration ("GTl") entered into
In:iy,. LLC em';), an Ofegonlin:üed
llabilty oQtnpany("Optión Agi'eelient"), PUl'suatt to which ÜI gtantød: to GTlim.d itš silcceSsórs
and assign the ÍixeVQcable rígllt to a-cq\Ùre all çif the íssn~d El4 ontstandirig slWrea of cb.miOn
stock of Kit l1Qli:g B.V.; a, company (jtgantzea under tJ;e la.ws of the 'Netherlands. (the
"Op.tan'I).
WIREAS, QT LLC is succ:eSSOr to OTl pursuat to .Arûcles of çònverslon fîlell wíth
the Oregon 8ecre:tä øf'$tate on Au~ust 30, 20ò1. .
WiREA~. GTLLC.exercised the,'Qption effective October 1, 2007. .
~R.AS, the 'a:fìU'rs of OTM are .gövemed by thät ce:ril OJ:etatUg Agleeme!Ït 'of
otMeffectIve a& of Augu,s.t 28, 2007 (the '¡Operating Agteem,el1t~).
WHREAS; Section 2.37 of
the .operatig Agreement provides as follows:.
"lï"di,e '¡\tm;tt".- . ..... . I!IiQ ~~¡ 'lS-'itã ..,~ "
t9;,iqmr~; .,.!~.-,el: r'~.~--.. .... '.'~l1l~i~i.t.~~~lïti:tr,:\~~
. . j:'lrQ,tis,~pfMetj\Qftsb-.:.ii;Qm!~pE,;¥;iJW~eti;Æ~g,ni.s:;i.t¡,l(ç),,\ánØ;
~, (if ~;(;'l1'¡kë,Jl';,t'"'''' ...'d.i;itòin!.timEd':ëfe;;il~;1ll\M . . 'er .; ',;11- ..!t;' ô1"
_.." ,;,I!;i,I'~,.¡i~,,_,,)(..l;r.Gine. . . 0, -y e ana,g.s,.mi,M~S e
1IäQr:eûònJand shalL. be refetred to as the Kit B.V. Perce.niage Interest."
WHREAS, Section 5..1 of the. Operating Agreer.en.t appoints Kartar S. Khiisa and
Karn S.. Khalsii aS the initial Mapager.s of GTM.
WHREAS, the MàIg'érš''Ydêšitê'Nt(il':dêteÏfrñe,thelOt.ii .¥'i ;:.EetQ,e.Ptagednterèšt¡:fcir;the
:me,mbeNl''nf'''¡'lM' .,.
. ......!(.:i~I'..~~'.t.J:~l! ~..!iW,,1I.L.., ..~...~~
NOW THREFORE, IT IS:.
RESOL VED,that theitìâI KI:B persenti¡Ûi1ntêrešilfor each iùembel' shall be
as set fort below, provided however, that ~Wtáf"S.XfK.biusR'\S'1ï~iU/Jñ)lìs'i'disêrëtiÖh;';'¥êiiûïiatily~
smili'd~r,\~tiir:rM';'tv'ê i?êìc'êni"(5.%)';6flüs"tGt:;BV ,,;p.~t'cthï:åg~ .lrtéìesV without cornpensatioh, so
State'ments/representations herein' are accu rate as of 5/25/12
EXHIBIT A
PAGE ~ OF t.
.J
~ .
Exhibit 1
Page 32 of37

the òther Members: ..
that it can be issued by GTM to a new marketi.ng director without reducing the Kit BV
Percentage Interest of -- --
Karar S. Khalsa
54%
Karam S. Khalsa
25%'
Ajeet S.Khalsa
17%:
Gur,Ü Hari S. Khalsa
3% ;
Gui'udhaii S. Khalsa
.1%:
RESOLVED,.. that all capitalized tenus used, but not deíìned in ths Consent of
Managers shall have the meaning ascribed to such teim 111 the Operating AgreemEjnt. '
'RSOLVED, thatths. conse¡'t ¡nay be etec1lted'in one or inore.counterpa~, any
of"wh¡th may"1le delivered by faasimile tl'ansi;ttal, each ofwlùch .shall be, deemed'an .origial,
bllt a.U of which when taken together shall consttute one.andthe'saie instrument.
Datedi Oetöhel'i 2001.
Gelden Temple'
By, Al
, Karam S., I(alsa.. Manger
Statements/representations herein are accurate as of 5/2p/12
708518.0001/661856.1 A
EXHIBIT .= . =
'PAGE3-_0F..Ï-
:.;
Exhibit l'
Page 33 of37

The SetGTMD.efendts' spo1ies agre-to-.thetem of
EXlllilITB
._0__._' _...... . '__'~~' ._..' 0." _ _.'_~'-''''_~'o~ I.............~......_h._...' '._.' .~....._...-"-'.. ~...,.;~~~
Secton 9 (p) and (~)
óf'the SetUm,ent ,Agree:u~tittd iYhith, th EXlplt is a,uache;dMCL in pareulát,àgee to
the fig ofamendedla re_ as set fort therein. Tb~..sfgnates ,ôftheSettmi. 6TM
Defendanis' sp.oúsêS ändör th sole PUìöse. òf s'ettg föft their agreèlent to Secon ?
(ç) and '(e) of the 'S"ttemßï1t Ag¡eeineüt. The'Setut arM D.tfetdants'\sPouses dó not
.agreor oonséhH6 any'Óther sectiôn.or 'pro'Vsion in íheSetteroent Agreeinnt.()tbedb~
$écti6n9 (c) ~ (~)tt. ltØlté. shö,w4 b(, inerrd frOD: tbeksi~at .hereò1l. Fuer.
this Exhb-it B ha no force or efec'hinle.sstHsp)iY'ši~Uy 'ât'èhetI iØ tle Setieinent
Agreemente'Kø.atiêd'~ ihe SëttUï¡.:OTMDefeiidiüfs\.
Sëtt:ìgQTM Defeiiidi' .SpnUHll Consentto. S.em.òII 9(clatMq1:Othe ~eteinent
Aireement¡ . ' .
~ éwWitÁò.l1attt I)att, ,..' . sA'$"pÍ,j~
Date;
Dlrê: .'
Date:
D~:
..ZØ.I2.
,20)..2
,2o.iZ
_,.'2~îž
...2012.
I,
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Exhibit i
Page 34 of37

EXHITB
The Settg GTM Defendants' spouses agree to the ter~ of Section 9 (c) and (e)
of the Settement Agreement to which ths Exhbit is ,attched and, in parcular, agre to
the fiing of amended ta retu as set fort.therein.Thesignatues of the Settlig GTM
Defendats' spouses ar for the sole pUrose of settg fort their agreement to Section 9
of the Settement Agreement. . The 'Settlig GTM Defendants' spouses do not
(c) and (e )
agree or consent to any other secton or provision li the Settement Agreement other' th
. Section 9 (0) and (e) and none shmud 00 inered from' their signes hereon. Furher,
ths Exhbit B has no force or effect uness it is physicaly attched to the Settement
, Agreement executed by the Settlig GTM Defendants; .
. Ageement: . . ..
1Ju!~ Date: ~.3(
Settg CrrMDefendåts' Spousal Consent to Sections 9(0) and (e) of the Settement
" ¡-
,2012
Date: ,2012
Date: ,2012
Date: ,2012
Date:
,2012
!
Exhibit 1
Page 35 of37

,;'~
EXHßITB
The Settìng GTMDefendats' spUses agree to the ters of Section 9 (c) an (e)
of the' Settement. Agreent to which ths Exhbit is athed and, in parcular, agree to
the Setlig GTM
the fiing of amnded ta re as set fort therein. The signatues of
Defendas' spouses ar for the sole pUrse p£ settg fort their agreement to Secton 9
(c) and (e) of
the Settlement Agreement. The Settg GlMDefendants' spouses do not
other secton or provision in th ~ttement Agreement othei th
agee oreonsent to any
. Section 9 (c) and (e) an none should be infeid fromtheÌI signtuesllereon. Fmier,
this Exh'bit B ha no force or effect uness it is physicaly attched to the Setteinent
Agment executed by the Setg OTM Defendants.
Setting GTMDafandants' Spoyal ConsenttQ SectiQii 9(-c) and (e) ofila Settlement
Agreement:
I
.'
f
Date:c;. ~O. 12. ,2012
Date: ;2012
Date: ,2012
Date:
Date:
,2012
,2012
Exhibit i
Page 36 of37

..'--~._.' .__...- .._---_..._-
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Exhibit l
Page 37 of3?'
I
,

1
2
CERTIFICATE OF SERVICE
I hereby certify that I served a copy of the foregoing JOINT MOTION FOR APPROVAL
3 OF SETTLEMENT AGREEMENT on:
4
5
6
7
8
9
10
Kenneth R. Davis 1I
Peter D. Hawkes
Darin M. Sands
Lane Powell, PC
601 SW Second Avenue, Suite 2100
Portland, OR 97204
DavisK@LanePowell.com
hawkesp@lanepowell.com
sandsd@lanepowell.com
GarciaT@LanePowelL.com
docketing-pdx@lanepowell.com
Telephone: 503-778-2121
Facsimile: 503-778-2200
11
Attorneys for Defendants Kartar Singh Khalsa
12 Golden Temple Management, LLC (Case Nos.
0909-13281 and 1010-14518); and Karam S.
13 Khalsa; Ajeet S. Khalsa; Guru Hari S. Khalsa;
Gurudhan S. Khalsa; Robert Ziehl; and Kartar
14 Singh Khalsa (Case No. 1010-14518)
15
16
17
18
19
20
21
Wiliam F. Gary
Susan Marmaduke
C. Robert Steringer
Harrang Long Gary Rudnick P.e.
1001 SW Fifth Avenue, 16th Floor
Portland, OR 97204-1 1 16
william.f.gary@harrang.com
susan.marmaduke@harrang.com
bob.steringer@harrang.com
veleria.sharp@harrang.com
Telephone: 503-242-0000
Facsimile: 503-241-1458
Attorneys for Defendant KIlT Company, Inc. and
22 Unto Infinity, LLC
23
24
25
26
Daniel Rosenhouse
Susan A. Bower
Department of Justice
1515 SW Fifth, Suite 410
Portland, OR 97201
Telephone: 971-673- 1880
Facsimile: 971-673-1882
Dan.Rosenhouse@doj.state.or.us
susan.a. bower@doj .state.or. us
toni.c.kemple@state.or.us
Attorneys for Plaintiff State of Oregon (Case
No. 1010-14518)
Michael E. Farnell
Parsons Farnell & Grein, LLP
1030 SW Morrison Street
Portland, OR 97205
Telephone: 503-222-1812
Facsimile: 503-274-7979
mfarnell@pfglaw.com
kkaran@pfglaw.com
Page 1 - CERTIFICATE OF SERVICE
DWT 19641333v3 0089647-000002 DAVIS WRIGHT TREMAIE LLP
1300 S.W, Fifth Avenue' Suite 2300
Portland, Oregon 97201 . (503) 241-2300
Attorneys for Defendants Karam Singh Khalsa,
Gurdhan Singh Khalsa, Guru Hari Singh Khalsa,
and Ajeet Singh Khalsa

1
David H. Angeli
2 Kevin M. Sali
121 SW Morrison Street, Suite 400
3 Portland, OR 97204
Telephone: 503-954-2232
4 Facsimile: 503-227-0880
david@angelilaw.com
5 kevin@angelilaw.com
cheryl@angelilaw.com
6
Attorneys for Defendant Sikh Dharma International
7
Irving Potter
8 Josselson & Potter
9400 SW Beaverton-Hillsdale Highway
9 Suite 13 I-A
Beaverton, OR 97005
10 Telephone: 503-228-1455
Facsimile: 503-228-0171
11 Email: Irving@jprlaw.com
12 Of Attorneys for Kartar Singh Khalsa and Robert
Ziehl
13
Robert L. O'Halloran
14 McEwen Gisvold LLP
1100 SW 6th Avenue, Suite 1600
15 Portland, OR 97204
Email: Roberto@incewengisvold.com
16
Attorney for Sopurkh Kaur Khalsa
17
18
19
20
21
22
23
24
25
26
¡g by email and first-class maiL.
Dated this 13th day of June, 2012.
John S. Stewart
Thomas A. Larkin
Stewart Sokol & Gray LLC
2300 SW First Avenue, Suite 200
Portland, OR 97201 -5047
Telephone: 503-221-0699
Facsimile: 503-223-5706
Email: jstewart@lawssg.com
Email: tlarkin@lawssg.com
Attorneys for Defendant Peraim Kaur Khalsa
David P. Morrison
Cosgrave Vergeer Kester LLP
888 SW Fifth Avenue, Suite 500
Portland, OR 97204
Telephone: 503-323-9000
Facsimile: 503-323-9019
dmorrison@cosgravelaw.com
pberg@cosgravelaw.com
Attorney for Siri Singh Sahib Corporation
DA VIS WRGHT TREMAINE LLP
Page 2 - CERTIFICATE OF SERVICE
DWT I9641333v3 0089647-000002 DAVIS WRIGHT TREMAIE LLP
1300 S.W, Fifth Avenue' Suite 2300
Portland, Oregon 97201 . (503) 241-2300
By
JohnF.N1cGro J OSB#813115
johnmcgrory@dwt.com
Of Attorneys for Private Plaintiffs (Case No. 0909- 13281)