Preview | Asset Purchase Agreement |

This Asset Purchase Agreement (the Agreement) is entered into as of May 5, 2006 by and among: BMB Mack Barclay, Inc., a California corporation (BMB); Southern California Assets LLC, a California limited liability company (SCA); CD-LIT Solutions LLC, a California limited liability company (CD-LIT); Cary P. Mack, both personally (Mack) and as Trustee of the Mack Family Trust dated April 21, 1999 (in such capacity, Mack Trustee); Christopher R. Barclay, both personally (Barclay) and as Trustee of the 2000 Barclay Family Trust dated January 27, 2000 (in such capacity, Barclay Trustee); Patrick F. Kennedy (Kennedy); Michael R. Bandemer (Bandemer); Brian J. Bergmark (Bergmark); Laura Fuchs Dolan (Dolan); Stacy Elledge Chiang (Chiang); Heather H. Xitco (Xitco); LECG, LLC, a California limited liability company (Purchaser); and LECG Corporation, a Delaware corporation (Parent). BMB, SCA and CD-LIT are referred to herein each as a Seller and collectively as the Sellers. Mack, Barclay, Kennedy, Bandemer, Bergmark, Dolan, Chiang, Xitco, Mack Trustee and Barclay Trustee are collectively referred to herein as the Principals. The Principals and Sellers are collectively referred to herein as the Seller Entities.

A. Sellers provide expert and consulting services involving forensic certified public accounting, business advisory, economic and information technology issues, client trust administration services, personal property management and leasing services, software technology licensing services, and various other services (collectively, the Business).

B. Sellers desire to sell to Purchaser, on the terms and conditions set forth herein, substantially all of the assets of Sellers used in the Business.

C. Purchaser desires to purchase substantially all of the assets of Sellers used in the Business and is prepared to assume certain specified liabilities and obligations of Sellers on the terms and conditions set forth herein.

D. As more fully described herein, the Principals own all of the equity interests in Sellers and desire that the transactions described in this Agreement be consummated.

E. In connection with the purchase and sale of substantially all of the assets of Sellers, Purchaser will also retain the services of Mack, Barclay, Kennedy, Bandemer, Bergmark, Dolan, Chiang, and Xitco (each, a Mack Barclay Director, and collectively, the Mack Barclay Directors) pursuant to the terms of individual Director Agreements to be entered into by and between Purchaser and each Mack Barclay Director, as of the Closing Date in substantially the form of Exhibits A-1 through A-8 attached hereto (each, individually, an Director Agreement).

AGREEMENT

In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Certain Definitions.

As used herein, the following terms will have the meanings indicated.

1933 Act has the meaning given in Section 7.4.

1934 Act has the meaning given in Section 8.6.

Accounts Receivable has the meaning given in Section 2.2.6.

Additional Payment and Additional Payments have the meanings given in Section 3.3.1.

Additional Payment Accounting has the meaning given in Section 3.3.5.

Additional Payment Maximum has the meaning given in Section 3.3.1.

Additional Payment Percentage has the meaning given in Section 3.3.3.

Additional Payment Period has the meaning given in Section 3.3.1.

Agreement has the meaning given in the Preamble hereof.

Allocation Schedule has the meaning given in Section 3.2.

Assignment and Assumption Agreement has the meaning given in Section 2.3.

Assumed Liabilities has the meaning given in Section 2.3.

Bandemer has the meaning given in the Preamble hereof.

Barclay has the meaning given in the Preamble hereof.

Barclay Trustee has the meaning given in the Preamble hereof.

Basket has the meaning given in Section 14.3.1.

Bergmark has the meaning given in the Preamble hereof.

BMB has the meaning given in the Preamble hereof.

Business has the meaning given in Recital A to this Agreement.

Cause means any of the following grounds for termination by Purchaser of the employment of any Mack Barclay Director: (i) commission of a felony, as determined by a court of competent jurisdiction; (ii) the commission of any willful act or omission involving dishonesty or fraud with respect to Purchaser or Parent or involving harassment of or discrimination against any employee of Purchaser or Parent; (iii) willful misappropriation of funds or assets of Purchaser or Parent for personal use; (iv) failure to perform material duties (an incapacity due to physical or mental illness lasting not more than 120 days in any 12-month period or an excused absence will not constitute such a failure) under such Mack Barclay Directors Director Agreement that is not cured within 30 days after written notice from Purchaser describing such failure to perform and demanding immediate performance; provided, however, that if a cure is not practical within 30 days, and such Mack Barclay Director commences to effect a cure within the foregoing 30-day period, he or she will be permitted reasonable additional time to cure so long as he or she diligently continues to seek to effect a cure; (v) gross negligence or willful misconduct in the performance of material duties under such Mack Barclay Directors Director Agreement that is capable of cure and is not cured within 10 days after written notice from Purchaser describing such negligence or misconduct; provided, however, that if a cure is not practical within 10 days, and such Mack Barclay Director commences to effect a cure within the foregoing 10-day period, he or she will be permitted reasonable additional time to cure so long as he or she diligently continues to seek to effect a cure; (vi) a breach of this Agreement that involves fraud, or a material breach of Section 4 of this Agreement that is not cured within 30 days after written notice from Purchaser describing such breach; or (vii) a material, willful breach of Purchasers Corporate Code of Conduct, as may be amended by Purchaser from time to time. A copy of Purchasers Corporate Code of Conduct is attached hereto as Exhibit B.

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