0001104659-10-027416 Sample Contracts

CREDIT AGREEMENT DATED AS OF MAY 15, 2007, AMONG
Credit 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.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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”).

SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT
Credit Agreement • May 11th, 2010 • Lecg Corp • Services-management consulting services • Illinois

This Sixth Amendment to Credit Agreement and Consent (the “Amendment”) is made as of March 10, 2010 among the undersigned, Smart Business Advisory and Consulting, LLC a Delaware limited liability company (the “Existing 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”), the other Lenders currently party to the Credit Agreement (together with BMO, collectively referred to herein as the “Lenders”), the Guarantors party hereto, and LECG, LLC, a California limited liability company (the “New Borrower,” and together with the Existing Borrower, collectively referred to herein as the “Borrowers”).

FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER
Credit Agreement • May 11th, 2010 • Lecg Corp • Services-management consulting services • Illinois

This Fifth Amendment to Credit Agreement and Waiver (the “Amendment”) is made as of November 19, 2008 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 Lenders currently party to the Credit Agreement (together with BMO, collectively referred to herein as the “Lenders”).

RETENTION AND SEVERANCE BENEFIT AGREEMENT
Retention and Severance Benefit Agreement • May 11th, 2010 • Lecg Corp • Services-management consulting services • California

WHEREAS, LECG, LLC (hereinafter “Company”) and Deanne M. Tully (hereinafter “Employee”) have agreed that Employee’s employment as General Counsel & Secretary will end on June 30, 2010 (hereinafter “Separation Date”); and

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2010 • Lecg Corp • Services-management consulting services • New York

This First Amendment to Credit Agreement (the “Amendment”) is made as of May 29, 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”).

FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT
Forbearance Agreement and Credit Agreement • May 11th, 2010 • Lecg Corp • Services-management consulting services • Illinois

This First Amendment to Forbearance Agreement and Fourth Amendment to Credit Agreement (herein, the “Agreement”) is made as of this 25th day of August, 2008, by and among Smart Business Advisory and Consulting, LLC, a Delaware limited liability company (the “Borrower”), Smart Business Holdings, Inc., a Delaware corporation (the “Parent”), the direct and indirect subsidiaries of the borrower party to the Credit Agreement (hereinafter defined), as guarantors (the “Guarantors”), the banks and other financial institutions party to this Agreement, as lenders (the “Lenders”), and Bank of Montreal, as Administrative Agent for the Lenders (the “Administrative Agent”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2010 • Lecg Corp • Services-management consulting services • New York

This Third Amendment to Credit Agreement (the “Amendment”) is made as of October 23, 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 Lenders currently party to the Credit Agreement (together with BMO, collectively referred to herein as the “Lenders”).

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