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 CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • Delaware
This Indemnification Agreement ("Agreement") is made as of this day of , 2003, by and between LECG CORPORATION, a Delaware corporation (the "Company"), and ("Indemnitee").
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").
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").
FIRST AMENDMENT TO EMPLOYMENT LETTEREmployment Agreement • October 1st, 2003 • Lecg Corp • 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:
September 9, 2003Director Employment Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services
In accordance with our recent discussions, this letter modifies the compensation terms outlined in your Director employment letter dated October 13, 2000, as amended by that certain First Amendment to Employment Letter dated effective as of June 13, 2003 (collectively, the "Original Letter") in the following manner:
LECG ECONOMICS FINANCE LETTERHEAD]Director Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services
We are delighted to offer you employment as a Director of LECG, LLC ("LECG" or "the Company"). It is our hope that as a Director, your consulting practice will flourish, and you will benefit from your association with your colleagues at our firm. Should you accept our offer, the start date of your employment (the "Effective Date") will be as soon as is practical. This letter agreement will set forth the terms of your employment relationship with LECG, as well as some of LECG's policies associated with your work at LECG. This offer must be accepted by you in writing on or before September 5, 2003, unless extended in writing by LECG.
AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • District of Columbia
THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this "Agreement") is entered into this 29th day of September, 2003, by and 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/LECG Funding Corporation ("TCEP"). Certain definitions are set forth in Section 4 of this Agreement.
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • California
THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the "Second Amendment") is entered into on this 7th day of December, 2001, 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").
DIRECTOR PRACTICE PURCHASE AGREEMENTDirector Practice Purchase Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services
This Director Practice Purchase Agreement (the "Agreement") is made effective as of August 1, 2003 by and between LECG, LLC, a California limited liability company ("LECG"), LECG Holding Company, LLC, a California limited liability company ("Parent"), Dr. Bernard R. Siskin, Dr. Leonard A. Cupingood, Dr. David W. Griffin and Dr. Samuel J. Kursh (each a "BLDS Director" and collectively the "BLDS Directors").
THIRD AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • California
THIS THIRD AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the "Third Amendment") is entered into on this 27th day of March, 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").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 1st, 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").
FIRST AMENDMENT TO BUSINESS DEVELOPMENT AGREEMENTBusiness Development Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services
This First Amendment to Business Development Agreement is made and entered into on this day of September, 2003, 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").
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • Minnesota
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), made and entered into as of August 19, 2003, is by and between LECG, LLC, a California limited liability company (the "Borrower"), the banks which are signatories hereto (each individually, a "Bank," and collectively, the "Banks"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, one of the Banks, and as administrative agent for the Banks (in such capacity, the "Agent").
REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT August 19, 2003Guaranty and Security Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services
This will confirm (a) that the undersigned hereby consents to the terms of that First Amendment to Amended and Restated Credit Agreement dated concurrently herewith by and between LECG, LLC (the "Borrower"), the Banks and the Agent (the "First Amendment") and to the execution, delivery and consummation of the First Amendment and the New Revolving Notes (as defined in the First Amendment) and the transactions contemplated thereby by the Borrower; and (b) that the obligations of the Borrower to the Agent or any Bank under the Credit Agreement as amended by the First Amendment constitute "Obligations" of the Borrowers to the Banks within the meaning of the Guaranty. The undersigned confirms to the Agent and the Banks that the Obligations are and continue to be secured by the security interest granted by the undersigned in favor of the Agent under that certain Amended and Restated Security Agreement dated as of March 31, 2003 (as amended, restated or otherwise modified, the "Security Agree
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • California
THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the "First Amendment") is entered into on this 29th day of October, 2001, 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").
LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 29, 2000Limited Liability Company Agreement • October 1st, 2003 • Lecg Corp • Services-management consulting services • California
This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement"), dated as of September 29, 2000, is entered into by and among LECG Holding Company, LLC (the "LLC") and the Unitholders set forth on Schedule A attached hereto.
