Shares Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • New York
UBS Securities LLC Lehman Brothers Inc. Adams, Harkness & Hill, Inc. Legg Mason Wood Walker Incorporated as Managing Underwriters c/o UBS Securities LLC 299 Park Avenue New York, New York 10171-0026
LECG CORPORATIONRestricted Stock Unit Award Agreement • May 9th, 2008 • Lecg Corp • Services-management consulting services • California
Unless otherwise defined herein, the terms defined in the 2003 Stock Option Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
Shares Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENT December [ ], 2004Underwriting Agreement • December 9th, 2004 • Lecg Corp • Services-management consulting services • New York
The persons named on Schedule B annexed hereto (the "Selling Stockholders") severally and not jointly propose to sell to the underwriters named on Schedule A annexed hereto (the "Underwriters"), for whom UBS Securities LLC ("UBS") is acting as representative, an aggregate of shares (the "Firm Shares") of Common Stock, $0.001 par value (the "Common Stock"), of LECG Corporation, a Delaware corporation (the "Company"), in the respective amounts set forth under the caption "Firm Shares" on Schedule B annexed hereto. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 250,000 shares of Common Stock (the "Company Additional Shares") and the Selling Stockholders propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to an additional 200,000 shares of Common Stock (the "Selling Stockholders' Additional Shares" and, together with the Co
WATERGATE OFFICE TOWERS TOWER III—2000 POWELL STREET EMERYVILLE, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN EOP-EMERYVILLE PROPERTIES, L.L.C., A Delaware limited liability company ("LANDLORD") AND LECG, LLC, A California limited liability company...Office Lease Agreement • August 25th, 2003 • Lecg Corp • California
This Exhibit is attached to and made a part of the Lease by and between EOP-EMERYVILLE PROPERTIES, L.L.C., a Delaware limited liability company ("Landlord") and LECG, LLC, a California limited liability company ("Tenant") for space in the Building located at 2000 Powell Street, Emeryville, California.
CREDIT AGREEMENT DATED AS OF MAY 15, 2007, AMONGCredit Agreement • May 11th, 2010 • Lecg Corp • Services-management consulting services • New York
This Credit Agreement is entered into as of May 15, 2007, by and among SMART BUSINESS ACQUISITION, LLC, a Delaware limited liability company (to be known as Smart Business and Advisory and Consulting, LLC) (the “Borrower”), SMART BUSINESS HOLDINGS, INC., a Delaware corporation (the “Parent”), and the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
LECG CORPORATION – 2003 STOCK OPTION PLAN RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • January 5th, 2007 • Lecg Corp • Services-management consulting services • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of January 1, 2007 (the “Effective Date”), by and between LECG Corporation, a Delaware corporation (the “Company”), and Gary Yellin, an employee of the Company (the “Purchaser”). This Agreement is made pursuant to the Company’s 2003 Stock Option Plan (the “Plan”), the terms and conditions of which are incorporated herein by this reference. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail. To the extent any capitalized term used in this Agreement is not defined, it will have the meaning ascribed to it in the Plan.
DATED MARCH 15, 2004Lecg Corp • November 9th, 2004 • Services-management consulting services
Landlord : DERWENT VALLEY CENTRAL LIMITED (registered in England number 205226) whose registered office is at 25 Savile Row, London W1S 2ER.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 9th, 2004 • Lecg Corp • Services-management consulting services • Minnesota
THIS GUARANTY ("Guaranty"), dated as of , , is made and given by LECG CANADA HOLDING, INC., a corporation organized under the laws of the State of California (the "Guarantor"), in favor of the lenders (the "Banks") from time to time party to the Credit Agreement defined below and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Banks (in such capacity, the "Agent").
SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • August 25th, 2003 • Lecg Corp • District of Columbia
THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of September 29, 2000, among LECG HOLDING COMPANY, LLC, a California limited liability company (the "Company"), LECG, LLC, a California limited liability company and wholly-owned Subsidiary of the Company ("LECG") and DAVID KAPLAN (the "Executive"). Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, TCEP. Certain definitions are set forth in Section 4 of this Agreement.
ASSET PURCHASE AGREEMENTDirector Service Agreement • November 7th, 2003 • Lecg Corp • Services-management consulting services • California
This Asset Purchase Agreement is entered into effective as of August 1, 2003, by and among LECG, LLC, a California limited liability company ("Purchaser"), LECG Holding Company, LLC, a California limited liability company ("Parent"), BLDS, LLC, a Delaware limited liability corporation ("Seller"), Dr. Bernard R. Siskin, Dr. Leonard A. Cupingood, Dr. David W. Griffin and Dr. Samuel J. Kursh (each a "Selling Member" and collectively the "Selling Members").
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 25th, 2003 • Lecg Corp • Minnesota
THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of , 2003, is made and given by LECG, LLC, a limited liability company organized under the laws of the State of California (the "Grantor"), to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the banks (the "Banks") from time to time party to the Credit Agreement defined below (the "Secured Party").
Lock-up Letter Agreement Common Stock ($0.001 par value)Letter Agreement • November 24th, 2003 • Lecg Corp • Services-management consulting services
This Lock-Up Letter Agreement is being delivered in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by LECG Corporation (the “Company”) and UBS Securities LLC (“UBS”), as Representatives of the several Underwriters named therein, with respect to the public offering (the “Offering”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 7th, 2003 • Lecg Corp • Services-management consulting services • California
This Assignment and Assumption Agreement (the “Assignment and Assumption”) is made and entered into as of _______________, 2003 by and between LECG Holding Company, LLC, a California limited liability company (“Assignor”) and LECG Corporation, a Delaware corporation (“Assignee”).
GUARANTY AGREEMENTGuaranty Agreement • August 25th, 2003 • Lecg Corp • Delaware
THIS GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this "Guaranty"), dated as of June 12, 2002 is made by DAVID J. TEECE, an individual (the "Guarantor"), in favor of THOMA CRESSEY FUND VII, L.P., a Delaware limited partnership ("TCEP).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2009 • Lecg Corp • Services-management consulting services
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of March 30, 2009 by and among LECG, LLC (the “Company”), the financial institutions party hereto (the “Lenders”), and BANK OF AMERICA, N.A., successor by merger to LaSalle Bank National Association, as administrative agent for the Lenders (the “Administrative Agent”).
BUSINESS DEVELOPMENT AGREEMENTBusiness Development Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • California
This Business Development Agreement ("Agreement") is made and entered into on this 10th day of December, 2002, by and between LECG, LLC, a California limited liability company with a business address of 2000 Powell Street, Suite 600, Emeryville, California 94608 ("LECG") and Enterprise Research, Inc., a California corporation with a business address of 2000 Powell Street, Suite 510, Emeryville, California 94608 ("ERI").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 11th, 2010 • Lecg Corp • Services-management consulting services • New York
This Second Amendment to Credit Agreement (the “Amendment”) is made as of May 31, 2007 among the undersigned, Smart Business Advisory and Consulting, LLC a Delaware limited liability company (the “Borrower”), Smart Business Holdings, Inc., a Delaware corporation (the “Parent”), Bank of Montreal (“BMO”), individually and as Administrative Agent (BMO being referred to herein in such capacity as the “Administrative Agent”), and the other Banks currently party to the Credit Agreement (together with BMO, collectively referred to herein as the “Lenders”).
SHARE SUBSCRIPTION AGREEMENT LECG, LLC as LECG and LECG Korea, LLC as the Company and The Individuals listed on Exhibit I collectively as the K&C Shareholders Dated as of July 19, 2003Share Subscription Agreement • August 25th, 2003 • Lecg Corp
LECG, LLC, a limited liability company duly organized and existing under the laws of the State of California of the United States of America, having its registered office at 2000 Powell Street, Suite 600, Emeryville, CA 94608, U.S.A. ("LECG");
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 7th, 2003 • Lecg Corp • Services-management consulting services • Delaware
This Agreement and Plan of Merger (the “Agreement”), dated as of November _____, 2003, is entered into by and among LECG Holding Company, LLC, a California limited liability company (“Holding”), TCEP/LECG Funding Corporation, a Delaware corporation (“Funding”), and LECG Corporation, a Delaware corporation (“LECG Corp.”).
SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • May 4th, 2007 • Lecg Corp • Services-management consulting services • California
THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is effective as of March 1, 2007 (the “Effective Date”), among LECG CORPORATION, a Delaware corporation (the “Company”), LECG, LLC, a California limited liability company and wholly-owned Subsidiary of the Company (“LECG”), and Michael J. Jeffery (the “Executive”).
A MARK OF *** IN THE TEXT OF THIS EXHIBIT INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED. THE EXHIBIT, INCLUDING THE OMITTED PORTIONS, HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN...Lecg Corp • May 8th, 2009 • Services-management consulting services
Pursuant to our recent discussions, this letter agreement (Amendment No. 2) amends sections 4.1 and 4.3 of your FAS Group Practice Management Agreement with LECG, LLC dated September 12, 2007, as amended December 11, 2008. Except as further amended by this Amendment No. 2, all other terms of your FAS Group Practice Management Agreement with LECG, LLC shall remain in full force and effect.
FOURTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • California
THIS FOURTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the "Fourth Amendment") is entered into on this 1st day of August, 2003, by and among LECG HOLDING COMPANY, LLC, a California limited liability company (the "Company"), TCEP/LECG FUNDING CORPORATION, a Delaware corporation ("TCEP"), and the undersigned unitholders of the Company (the "Unitholders").
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 25th, 2003 • Lecg Corp • Minnesota
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of , 2003, is by and between LECG, LLC, a limited liability company organized under the laws of the State of California (the "Borrower"), the banks which are signatories hereto (individually, a "Bank" and, collectively, the "Banks"), U.S. BANK NATIONAL ASSOCIATION, a national banking association, one of the Banks, as administrative agent for the Banks (in such capacity, the "Agent") and LA SALLE BANK NATIONAL ASSOCIATION, a national banking association, one of the Banks, as documentation agent for the Banks (in such capacity, the "Documentation Agent").
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 13th, 2003 • Lecg Corp • Services-management consulting services • California
This First Amendment to Asset Purchase Agreement (the "First Amendment") is entered into effective as of November 11, 2003, by and among LECG, LLC, a California limited liability company ("Purchaser"), LECG Holding Company, LLC, a California limited liability company ("Parent"), BLDS, LLC, a Delaware limited liability corporation ("Seller"), Dr. Bernard R. Siskin, Dr. Leonard A. Cupingood, Dr. David W. Griffin and Dr. Samuel J. Kursh (each a "Selling Member" and collectively the "Selling Members").
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2004 • Lecg Corp • Services-management consulting services
THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this "Amendment"), is made as of November 9, 2004 by and among, Thoma Cressey Fund VII, L.P., a Delaware limited partnership ("Fund VII"), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership ("Friends Fund" and together with Fund VII, "TCEP") and LECG Corporation, a Delaware corporation ("LECG").
AGREEMENT AND PLAN OF MERGER BY AND AMONG LECG CORPORATION, RED SOX ACQUISITION CORPORATION, RED SOX ACQUISITION LLC, SMART BUSINESS HOLDINGS, INC. AND, SOLELY FOR PURPOSES OF ARTICLES 2A, 5 AND 7 AND SECTION 4.20, GREAT HILL EQUITY PARTNERS III, LP,...Iv Agreement and Plan of Merger • August 21st, 2009 • Lecg Corp • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 17, 2009 (this "Agreement"), is by and among LECG Corporation, a Delaware corporation ("Parent"), Red Sox Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I"), Red Sox Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II", and with Merger Sub I, the "Merger Subs"), Smart Business Holdings, Inc., a Delaware corporation (the "Company"), and, solely for the purpose of Articles 2A, 5 and 7 and Section 4.20, Great Hill Equity Partners III, LP, a Delaware limited partnership (the "Principal Company Stockholder"). Certain capitalized terms used but not defined in this Agreement have the meanings given to them in Appendix A attached hereto.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 10th, 2009 • Lecg Corp • Services-management consulting services
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of November 4, 2009 by and among LECG, LLC (the “Company”), the financial institutions party hereto (the “Lenders”), and BANK OF AMERICA, N.A., successor by merger to LaSalle Bank National Association, as administrative agent for the Lenders (the “Administrative Agent”).
May 18, 2006Lecg Corp • August 8th, 2006 • Services-management consulting services
OMNIBUS PLAN OF REORGANIZATIONOmnibus Plan of Reorganization • November 7th, 2003 • Lecg Corp • Services-management consulting services • Delaware
This OMNIBUS PLAN OF REORGANIZATION (this “Plan”), dated as of November 7, 2003 and effective as of August 21, 2003, is entered into by and among LECG Holding Company, LLC, a California limited liability company (“Holding”), LECG Corporation, a Delaware corporation (the “Corporation”), TCEP/LECG Funding Corporation, a Delaware corporation (“Funding”), Thoma Cressey Fund VII, L.P., a Delaware limited partnership and Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership (collectively “TCEP”), David J. Teece and David Kaplan (collectively with Holding, the Corporation, Funding and TCEP, the “Parties”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in that certain Limited Liability Company Agreement of Holding, dated as of September 29, 2000, as subsequently amended (the “LLC Agreement”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 16th, 2010 • Lecg Corp • Services-management consulting services
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (“Amendment No. 2”), dated as of February 16, 2010, is by and among LECG Corporation, a Delaware corporation (“Parent”), Red Sox Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Red Sox Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”, and with Merger Sub I, the “Merger Subs”), Smart Business Holdings, Inc., a Delaware corporation (the “Company”) and Great Hill Equity Partners III, LP, a Delaware limited partnership (the “Principal Company Stockholder”). Each of Parent, the Merger Subs, the Company and the Principal Company Stockholder is sometimes individually referred to in this Amendment No. 2 as a “party” and collectively as the “parties.” Reference is made to that certain Agreement and Plan of Merger, dated as of August 17, 2009, as amended on September 25, 2009 (the “Merger Agreement”), by and amo
FIRST AMENDMENT TO EMPLOYMENT LETTERLecg Corp • October 1st, 2003 • Services-management consulting services
THIS FIRST AMENDMENT TO EMPLOYMENT LETTER ("First Amendment") is entered into effective the 29th day of August 2003, by and between LECG, LLC, a California limited liability company ("LECG") and David T. Scheffman ("Employee"), with reference to the following facts:
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 6th, 2008 • Lecg Corp • Services-management consulting services
This First Amendment to Asset Purchase Agreement (“Amendment”) is entered into effective as of July 1, 2008 (the “Effective Date”) by and among: MBI Liquidation Inc., a California corporation formerly known as BMB Mack Barclay, Inc. (“MBI”); SCA Holding, LLC, a California limited liability company formerly known as Southern California Assets LLC (“SCA”); CDL Holdings, LLC, a California limited liability company formerly known as CD-LIT Solutions LLC (“CDL”); Cary P. Mack, both personally (“Mack”) and as Trustee of the Mack Family Trust dated April 21, 1999 (in such capacity, “Mack Trustee”); Christopher R. Barclay, both personally (“Barclay”) and as Trustee of the 2000 Barclay Family Trust dated January 27, 2000 (in such capacity, “Barclay Trustee”); Patrick F. Kennedy (“Kennedy”); Michael R. Bandemer (“Bandemer”); Brian J. Bergmark (“Bergmark”); Laura Fuchs Dolan (“Dolan”); Stacy Elledge Chiang (“Chiang”); Heather H. Xitco (“Xitco”); LECG, LLC, a California limited liability company (
FIFTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 30th, 2003 • Lecg Corp • Services-management consulting services • California
THIS FIFTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the "Fifth Amendment") is entered into on this 14th day of October, 2003, by and among LECG HOLDING COMPANY, LLC, a California limited liability company (the "Company"), TCEP/LECG FUNDING CORPORATION, a Delaware corporation ("TCEP"), and the undersigned unitholders of the Company (the "Unitholders").
LOAN AGREEMENTAgreement • August 25th, 2003 • Lecg Corp • California
THIS LOAN AGREEMENT is entered into as of November 1, 2000, by and between Mukesh Bajaj, an individual residing at 6537 Aitken Drive, Oakland, CA 94611 ("Borrower"), and LECG Holding Company, LLC, a California limited liability company having its principal office at 2000 Powell Street, Suite 600, Emeryville, CA 94608 (the "Company"). Certain definitions are set forth in Section 4 below.
A MARK OF *** IN THE TEXT OF THIS EXHIBIT INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED. THE EXHIBIT, INCLUDING THE OMITTED PORTIONS, HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN...S Agreement • March 31st, 2009 • Lecg Corp • Services-management consulting services
