THIS BUY SELL AGREEMENT (the "Agreement") is made as of September 29, 2000 (the "Effective Date"), among (i) LECG HOLDING COMPANY, LLC, a California limited liability company (the "Company"), (ii) TCEP/LECG FUNDING CORPORATION, a Delaware corporation (together with its Affiliates, "TCEP"), (iii) DAVID J. TEECE and DAVID KAPLAN (each an "Executive"), (iv) the institutional investors listed on the signature pages hereto (collectively the "iCap Entities") and (v) any other Person who becomes a party to this Agreement by executing and delivering a joinder to this Agreement ("Joinder Agreement") in the form of Annex B attached hereto (who together with TCEP, the Executives and the iCap Entities, are hereinafter referred to collectively as the "Unitholders," and individually as the "Unitholder"). Certain definitions are set forth in Section 7 of this Agreement.

RECITALS

        A.    The Company is the sole member of LECG, LLC, a California limited liability company ("LECG"). LECG is engaged, directly and indirectly through its Subsidiaries, in the business of providing economic and financial analysis, expert testimony, litigation support and strategic management consulting services to a broad range of public and private enterprises (the "Business"). The Company, LECG and their respective Subsidiaries are sometimes collectively referred to herein as the "LECG Entities" and individually as an "LECG Entity."

        B.    The Company and the Unitholders desire to enter into an agreement pursuant to which certain Unitholders will purchase, and the Company will sell to such Unitholders, up to 2,643,334 of the Company's Common Units in the allocations set forth on Annex A or in a Joinder Agreement, as the case maybe.

        C.    The execution and delivery of this Agreement by the Company and the Unitholders is a condition to the Company's issuance and sale Common Units and Class A Preferred Units, pursuant to a Purchase Agreement dated as of September 29, 2000 among the Company, TCEP and certain other investors named therein (the "Purchase Agreement").

AGREEMENT

        In consideration of the foregoing and the mutual covenants and promises contained herein, the parties agree as follows:

        1.    Purchase and Sale of Restricted Units and Other Stock.    

        (a)   The Company shall authorize the issuance and sale of up to 2,643,334 of the Company's Common Units (the "Restricted Units" ), pursuant to the terms and conditions of this Agreement. Each Unitholders will purchase, and the Company will sell to each Unitholder, at a price of $.01 per Unit, the number of Restricted Units set forth opposite such Unitholder's name on Annex A or on a Joinder Agreement, as the case may be. The Restricted Units shall be subject to forfeiture in accordance with Section 2 below. The Company will deliver to the Unitholders the certificates representing such Restricted Units, and against payment to the Company of the aggregate purchase price by a cashier's or certified check.

        (b)   In connection with the purchase and sale of any Restricted Units hereunder, each Unitholder represents and warrants to the Company that:

          (i)  The Restricted Units to be acquired by the Unitholder pursuant to this Agreement will be acquired for the Unitholder's own account and not with a view to, or intention of,

1

distribution thereof in violation of the Securities Act, or any applicable state securities laws, and Restricted Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

         (ii)  The Unitholder confirms that he or she is an accredited investor," as that term is defined in Rule 506 of Regulation D under the Securities Act.

       (iii)  The Unitholder is able to bear the economic risk of his investment in the Restricted Units for an indefinite period of time because the Restricted Units have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

        (iv)  The Unitholder has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the offering of Restricted Units and has had full access to such other information concerning the Company as he has requested.

         (v)  This Agreement constitutes the legal, valid and binding obligation of the Unitholder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Unitholder does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Unitholder is a party or any judgment, order or decree to which the Unitholder is subject.

        (vi)  The Unitholder is a resident of the state set forth on Annex A.

        (c)   Concurrently with the execution of this Agreement, the Unitholder shall execute in blank and deliver to the Company an assignment separate from certificate in the form of Annex C attached hereto (the "Assignment Certificate") with respect to (i) any Common Units and Class A Preferred Units (collectively, the "Investment Units") purchased by the Unitholder pursuant to the Purchase Agreement and (ii) the Restricted Units, which Assignment Certificate shall authorize the Company to assign, transfer and deliver the Restricted Units and Investments Units to the appropriate acquirer thereof pursuant to Section 3 below or Section 9 of the Stockholders Agreement and under no other circumstances. Upon issuance, the certificates for Restricted Units that are unvested as of the date hereof pursuant to Section 2 below shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. All regular cash distributions on Restricted Units shall be paid directly to the Unitholder and shall not be held in escrow. In any event, all certificates for Restricted Units which have vested shall be released from escrow within 60 days following the date of vesting.

        2.    Vesting of Restricted Units.    

        (a)   For each Unitholder, seventy-five percent (75%) of his or her Restricted Units (the "Time Vested Units") shall vest in accordance with the following schedule, if as of each such date, the Unitholder is still providing services to an LECG Entity pursuant to an employment or consulting agreement:


 

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