Free Declaration - District Court of Arizona - Arizona

EXHIBITS TO GTCR DEFENDANTS' MOTION FOR SUMMARY JUDGMENT ON FIDUCIARY DUTY AND OTHER RELATED CLAIMS Exhibit Date 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Description Plaintiff Trustee's Responses to GTCR's First Set of Interrogatories Plaintiff Christine Kirk's Responses to GTCR's Second Set of Interrogatories Plaintiff Kimberly C. Hartmann's Responses to GTCR's Second Set of Interrogatories Plaintiff Julie B. McCollum's Responses to GTCR's Second Set of Interrogatories Plaintiff Indu Gupta's Responses to GTCR's Second Set of Interrogatories Plaintiff Bobby D. Scott's Responses to GTCR's Second Set of Interrogatories Plaintiff Patrice E. Walker's Responses to GTCR's Second Set of Interrogatories Plaintiff Kelly A. Powers-Weekes' Responses to GTCR's Second Set of Interrogatories Plaintiff Thomas Gilman's Responses to GTCR's First Set of Interrogatories Plaintiff Christine Kirk's Responses to GTCR's Damages-Related Interrogatories Expert Report of Edward M. McDonough Second Declaration of Joseph P. Nolan Letter from Joseph Nolan to Christine Kirk Freedom Group Business Case Summary Presented To Potential Investors Letter from Bank of America to The Freedom Group Fax transmission from Brian Golson to Christine Kirk, with attached draft Summary of Understanding Executed Summary of Understanding Kirkco, Inc.'s Consent In Lieu Of An Organizational Meeting of the Sole Incorporator Certificate of Incorporation and Amendments Excerpts of Executed Senior Management Agreement between Kirkco, Inc. and Christine Kirk Excerpts of Executed Purchase Agreement between Kirkco, Inc., GTCR and Christine Kirk

5/14/99 8/00/99 8/13/99 8/18/99 9/14/99 9/16/99 9/27/99 9/27/99 9/27/99

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Exhibit Date 22 9/27/99 23 24 25 26 27 28 29 30 31 32 33 34 35 9/27/99 9/27/99 10/5/99 10/5/99 10/5/99 10/5/99 10/5/99 10/5/99 10/31/99 11/24/99 1/1/00 3/31/00 5/1/00

36 37 38 39 40

7/1/00 7/31/00 8/4/00 8/14/00 10/6/00

41

11/30/00

Description Excerpts of Executed Stockholders Agreement between Kirkco, Inc. and GTCR Excerpts of Executed Registration Agreement between Kirkco, Inc. and GTCR Excerpts of Executed Professional Services Agreement between Kirkco, Inc. and GTCR Excerpts of Executed Senior Management Agreement between Leap, Inc. and Kimberly Hartmann Excerpts of Executed Senior Management Agreement between Leap, Inc. and Julie McCollum Excerpts of Executed Employment Agreement between Leap, Inc. and Indu Gupta Excerpts of Executed Employment Agreement between Leap, Inc. and Kelly Powers Excerpts of Executed Employment Agreement between Leap, Inc. and Bobby Scott Excerpts of Executed Employment Agreement between Leap, Inc. and Patrice Walker October, 1999 LeapPak Unanimous Written Consent of the Directors of Leap, Inc. Asset Purchase Agreement between LeapSource, ICG Consulting, Michael Makings and John Dilenschneider Written Consent of Certain Stockholders of LeapSource Excerpts of Customer contracts: 5/01/00 Xpedior, Inc. Professional Services Agreement 5/18/00 Epoch Securities Project Arrangement Letter 7/03/00 Comsys Interim Service Agreement 7/05/00 Heritage Golf Group Professional Services Agreement Unsigned Consulting Agreement between LeapSource, Inc. and CEO Solutions, L.L.C. Memo from Tina Rhodes to Joe Nolan re: Funding Overview Guaranty by GTCR to Bank of Montreal Fax transmission from Joseph P. Nolan to Thomas Gilman, attaching an August 14, 2000 letter 10/6/00 Lease Guarantee by GTCR to Opus West Lease Guarantee by GTCR to Bender Lease Guarantee to LAFP Phoenix, Inc. Excerpts of November, 2000 LeapPak

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Exhibit Date 42 12/1/00 43 44 45 46 47 48 49 50 51 12/14/00 12/15/00 1/10/01 1/15/01 1/17/01 1/22/01 1/26/01

2/2/01

52 53 54 55 56 57 58 59 60 61 62 63

2/15/01 2/16/01 2/20/01

2/27/01 2/27/01 2/28/01 3/3/01 3/6/01 3/7/01 3/9/01

Description Engagement Agreement between LeapSource, Inc. and Salomon Smith Barney, Inc. Email from Christine Kirk, attaching a draft Letter of Intent between LeapSource, Inc. and Cargill, Inc., Letter from Vikram Sharma to Michael Makings, attaching a Notice of Default Voicemail from Thomas Gilman to Joseph Nolan GTCR Memo from Daniel Yih and Sean Cunningham re: LeapSource E-mail from Tina Rhodes to Thomas Gilman with attachments LeapSource Presentation to GTCR Letter from Tom Gilman to Yih, Cunningham and Nolan re: The Execution Plan Executive Salary 20% Reduction chart E-mail from Sean Cunningham re: LeapSource Contracts 10/30/00 Letter of Intent with Cargill Incorporated 11/10/00 Letter of Intent with CDI Corp. 12/06/00 Letter of Intent with Analysts International 12/15/00 Letter of Intent with Integrated Information Systems 12/19/00 Letter of Intent with Computer Horizons Corporation 12/21/00 Letter of Intent with Pro-Business Services, Inc. 2/15/01 Projected Cash Flows 2/19/01 Sean Cunningham E-mail with attachment re: Cash Burn Bridge Written Consent In Lieu Of A Special Meeting of the Stockholders of LeapSource, Inc. Board Minutes Excerpt of Insight for Decision-Making Presentation Transcripts from Tapes Produced by Plaintiffs Minutes of the Board of Directors of LeapSource, Inc. Letter from GTCR to Christine Kirk Letter from GTCR to LeapSource Board of Directors AEG Presentation entitled LeapSource, Inc. Restructuring Alternative Analysis Fax transmission from Steve Pearlman to Joe Nolan with attached March 6, 2001 letter from Exult to SalomonSmithBarney and LeapSource, Inc., Letter from Tina Rhodes to Patrice Walker with attached Separation Release and Amendment to Employment Agreement 3/9/01 Phonemail Transcriptions

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Exhibit Date 64 3/12/01 65 66 67 68 69 70 71 72 3/16/01 3/19/01 3/20/01 3/20/01 3/20/01 3/23/01 3/29/01 3/29/01

73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88

3/30/01 4/9/01 4/18/01 5/00/01 12/10/01 12/26/01 1/25/02 2/26/02

Description Letter from Gregg Scoresby to Tina Rhodes with attached executed Amendment to Employment Agreement and Waiver and Release of Claims Written Consent in Lieu of a Special Meeting of the Stockholders of LeapSource, Inc. Letter from GTCR to Michael Makings Xpedior Press Releases Written Consent in Lieu of a Special Meeting of a Majority of the Stockholders of LeapSource, Inc. Board Minutes Asset Purchase Agreement between LeapSource, Inc. and ICG Group, Inc. Unanimous Written Consent of the Directors of LeapSource, Inc. 3/29/01 Settlement and Asset Purchase Agreement between LeapSource and Comsys 4/4/01 Settlement and Asset Purchase Agreement between LeapSource and Heritage Golf Group 4/6/01 Agreement between LeapSource and Xpedior Minutes of Special Meeting of the Board of Directors of LeapSource Inception to Date Investments 4/18/01-11/29/01 Guarantee Payments by GTCR Leapsource Events Timeline Letter from Steven J. Brown to Stephen Savage re: LeapSource Arizona Chapter 7 Bankruptcy E-mail from Steven Brown to Stephen Savage re: Christine Kirk Settlement Settlement Agreement between Trustee and Christine Kirk Excerpt of Complaint (filed 2/26/02 in Maricopa County Superior Court) Excerpts of the deposition of Philip Canfield Excerpts of the deposition of Sean Cunningham Excerpts of the deposition of David Donnini Excerpts of the deposition of Joseph Nolan Excerpts of the deposition of Bruce Rauner Excerpts of the deposition of Collin Roche Excerpts of the deposition of Daniel Yih Excerpts of the deposition of Thomas Gilman

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Exhibit Date 89 90 91 92 93 94 95 96 97 98 99 100 101

Description Excerpts of the deposition of Kimberly Hartmann Excerpts of the deposition of Christine Kirk Excerpts of the deposition of Julie McCollum Excerpts of the deposition of Patrice Walker Excerpts of the deposition of David Eaton Excerpts of the deposition of George Kemp Excerpts of the deposition of David Kerr Excerpts of the deposition of James Madden Excerpts of the deposition of Michael Makings Excerpts of the deposition of Steven Pearlman Excerpts of the deposition of Tina Rhodes Excerpts of the deposition of John Whiteside Excerpts of the deposition of Michael Willis

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