HURON CONSULTING GROUP INC. Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2004 • Huron Consulting Group Inc. • Services-management consulting services • New York
Huron Consulting Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell, and HCG Holdings LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes to sell, to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of shares (the “Firm Shares”) of Common Stock, $0.01 par value (the “Common Stock”), of the Company, of which shares are to be issued and sold by the Company and shares are to be sold by the Selling Stockholder. In addition, solely for the purpose of covering over-allotments, the Selling Stockholder proposes to grant to the Underwriters the option to purchase from the Selling Stockholder up to an additional shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus that is referred to below.
FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • September 27th, 2004 • Huron Consulting Group Inc. • Services-management consulting services • Illinois
WHEREAS, Huron Consulting Group LLC, a Delaware limited liability company (the “Company”), has entered into a Senior Management Agreement, effective as of May 15, 2002 (the “Agreement”) with Daniel Broadhurst (the “Executive”);
HURON CONSULTING GROUP INC. REGISTRATION RIGHTS AGREEMENT by and between HCG Holdings LLC and Huron Consulting Group Inc. Dated as of , 2004Registration Rights Agreement • September 27th, 2004 • Huron Consulting Group Inc. • Services-management consulting services • Delaware
REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2004, by and between Huron Consulting Group Inc., a Delaware corporation (the “Company”) and HCG Holdings LLC, a Delaware limited liability company (the “Stockholder”).
FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • September 27th, 2004 • Huron Consulting Group Inc. • Services-management consulting services • Illinois
WHEREAS, Huron Consulting Group LLC, a Delaware limited liability company (the “Company”), has entered into a Senior Management Agreement, effective as of August 12, 2002, (the “Agreement”) with George E. Massaro (the “Executive”);
SECOND AMENDMENT TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • September 27th, 2004 • Huron Consulting Group Inc. • Services-management consulting services • Illinois
WHEREAS, Huron Consulting Group LLC, a Delaware limited liability company (the “Company”) has entered into a Senior Management Agreement, effective as of May 13, 2002 with Gary E. Holdren (the “Executive”); and
Lake Capital Partners LP Suite 3900 Chicago, Illinois 60601 Ladies and Gentlemen:Management Rights Agreement • September 27th, 2004 • Huron Consulting Group Inc. • Services-management consulting services
This letter will confirm our agreement that pursuant to the purchase and continued holding by Lake Capital Partners LP (the “Investor”) of membership interests in HCG Holdings LLC (the “Company”) and the anticipated public offering of stock of Huron Consulting Group Inc. (the “Operating Subsidiary”) that will result in a reduction of the percentage ownership of the Operating Subsidiary by the Company, the Investor will be entitled to the following contractual management rights for so long as the Investor owns membership interests in the Company and thereafter if Investor owns stock in the Operating Subsidiary:
