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,...Merger Agreement • 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.
STOCKHOLDERS AGREEMENTStockholders Agreement • August 21st, 2009 • Lecg Corp • Services-management consulting services • Delaware
This STOCKHOLDERS AGREEMENT (this "Agreement") is made and entered into as of • , 2009, by and among LECG Corporation, a Delaware corporation ("Parent"), and the other parties set forth on the signature pages hereto (each, a "Holder" and collectively, the "Holders").
STOCK PURCHASE AGREEMENT By and Among LECG Corporation, Great Hill Equity Partners III, LP, and Great Hill Investors, LLC Dated as of August 17, 2009Stock Purchase Agreement • August 21st, 2009 • Lecg Corp • Services-management consulting services • Delaware
THIS STOCK PURCHASE AGREEMENT is made as of August 17, 2009, by and among LECG Corporation, a Delaware corporation (the "Company") on the one hand, and Great Hill Equity Partners III, LP, a Delaware limited partnership, and Great Hill Investors, LLC, a Massachusetts limited liability company, on the other hand (each an "Investor" and together the "Investors").
GOVERNANCE AGREEMENTGovernance Agreement • August 21st, 2009 • Lecg Corp • Services-management consulting services • Delaware
This GOVERNANCE AGREEMENT (this "Agreement") is made and entered into as of • , 2009, by and among LECG Corporation, a Delaware corporation ("Parent"), and the other parties set forth on the signature pages hereto (each, a "Holder" and collectively, the "Holders").
VOTING AGREEMENTVoting Agreement • August 21st, 2009 • Lecg Corp • Services-management consulting services • Delaware
This VOTING AGREEMENT (this "Agreement") is made and entered into as of August , 2009, by and between Smart Business Holdings, Inc. a Delaware corporation (the "Company"), and the undersigned stockholder ("Stockholder") of LECG Corporation, a Delaware corporation ("Parent").
