STOCK PURCHASE AGREEMENT

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Exhibit 10.57

Execution Version

STOCK PURCHASE AGREEMENT

By and Among

LECG Corporation,

Great Hill Equity Partners III, LP,

and

Great Hill Investors, LLC

Dated as of August 17, 2009

TABLE OF CONTENTS

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STOCK PURCHASE AGREEMENT

         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 ").

         WHEREAS, the Investors together are the majority stockholders of Smart Business Holdings, Inc., a Delaware corporation (" Smart ");

         WHEREAS , the Company and Smart are parties to an Agreement and Plan of Merger dated of even date herewith (the " Merger Agreement ") which provides for, among other things, (i) the merger of a wholly-owned subsidiary of the Company with and into Smart, with Smart as the surviving corporation (the " First Step Merger "), and (ii) the merger of Smart, as successor to the First Step Merger, with and into a second wholly-owned subsidiary of the Company, with said subsidiary as the surviving entity (together with the First Step Merger, the " Merger ");

         WHEREAS , in connection with the Merger, the Company has agreed to sell, and the Investors have agreed to purchase an aggregate of 6,313,131 shares (the " Preferred Shares ") of the Company's Series A Convertible Redeemable Preferred Stock, par value $0.001 per share (the " Preferred Stock "); and

         WHEREAS , it is the intention of the parties that the Investors' purchase of the Preferred Shares occur immediately prior to or simultaneously with the consummation of the Merger and the execution of certain ancillary agreements.

         NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION I—PURCHASE AND SALE OF SHARES

         1.1.     Purchase and Sale of Shares; Closing.     

        (a)   Subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants set forth herein, the Company shall issue and sell to the Investors, and the Investors agree to purchase from the Company, the Preferred Shares, with a purchase price of $3.96 per share, for an aggregate purchase price of $24,999,998.76 (the " Purchase Price ") as set forth on Schedule A hereto. The Preferred Stock shall have the rights, privileges, preferences and other terms set forth in the Certificate of Designations (the " Certificate ") attached as Exhibit A hereto.

        (b)   Subject to the satisfaction or waiver of the conditions set forth herein, the purchase of the Preferred Shares shall be made at a closing (the " Closing ") to be held immediately prior to or simultaneously with the closing of the Merger. At the Closing, the Company will deliver to each Investor a certificate representing such Investor's respective portion of the Preferred Shares purchased by such Investor against payment of the purchase price relating thereto to the Company by wire transfer payable in immediately available funds in accordance with the wire transfer instructions set forth on Schedule B hereto.

         1.2.     Transfer Taxes.     All transfer taxes, fees and duties under applicable law incurred in connection with the sale and transfer of the Preferred Shares under this Agreement will be borne and paid by the Company and it shall promptly reimburse the Investors for any such tax, fee or duty which any of them is required to pay under applicable law.

         1.3.     Further Assurances.     The Company and the Investors from time to time after the Closing at the request of any other party hereto and without further consideration shall execute and deliver further instruments of transfer and assignment and take such other action as a party may reasonably require to more effectively transfer and assign to, and vest in, the Investors, the Preferred Shares and all rights thereto, and to fully implement the provisions of this Agreement.

SECTION II—REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        To induce the Investors to enter into this Agreement and consummate the transactions contemplated hereby, the Company hereby makes to the Investors the following representations and warranties:

         2.1.     Authorized and Outstanding Stock.     The shares of Preferred Stock to be issued pursuant to this Agreement, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and will be free of any Encumbrances (as defined in the Merger Agreement) (other than Encumbrances contained in the Related Agreements (as defined in the Merger Agreement), restrictions on transfer under state and/or federal securities laws and Encumbrances created by or imposed by an Investor). At the Closing, the shares of common stock of the Company issuable pursuant to a conversion of the Preferred Stock (the " Conversion Shares ") will be duly and validly reserved for issuance and, when issued in accordance with the terms of the Preferred Stock, duly authorized, validly issued, fully paid and non-assessable and will be free of any Encumbrances (other than rights and restrictions contained in the Related Agreements, restrictions on transfer under state and/or federal securities laws and Encumbrances created by or imposed by an Investor). The offer, issuance, sale and delivery of the Preferred Shares and the Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the " Act "), and the qualification or registration provisions of applicable state securities laws (subject to the accuracy of the Investors' representations in Section III hereof). Neither the Company nor its authorized agents will take any action that would cause the loss of such exemption. At the Closing, the rights, preferences and other terms relating to the Preferred Stock will be as set forth in Exhibit A attached hereto, and such rights and preferences are valid and enforceable under Delaware law.

         2.2.     Authorization.     This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their respective terms. Subject to receiving the approval of the Company's stockholders with respect to the transactions contemplated hereby and the filing of the Certificate with the Delaware Secretary of State, the execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Preferred Shares, and, upon conversion of the Preferred Shares, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company.

SECTION III—REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR

        To induce the Company to enter into this Agreement and consummate the transactions contemplated hereby, each Investor hereby makes to the Company the following representations and warranties:

         3.1.     Purchase Entirely for Own Account.     This Agreement is made with such Investor in reliance upon the Investor's representation to the Company, which by such Investor's execution of this Agreement the Investor hereby confirms, that the Preferred Shares will be acquired for investment for the Investor's own account (or the account of its affiliates), not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any applicable law, and that the Investor has no present intention of selling, granting any participation in or otherwise distributing the same to any other person. By executing this Agreement, such Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Preferred Shares.

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         3.2.     Disclosure of Information.     Such Investor represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Preferred Shares and the business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section II of this Agreement or the right of the Investor to rely thereon.

         3.3.     Investment Experience.     Such Investor acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of its investment in the Preferred Shares. Such Investor also represents it has not been organized for the purpose of acquiring the Preferred Shares.

         3.4.     Accredited Investor.     Such Investor is an "accredited investor" within the meaning of SEC Rule 501 of Regulation D, as presently in effect.

         3.5.     Restricted Securities.     Such Investor understands that the Preferred Shares it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Preferred Shares may be resold without registration under the Act only in certain limited circumstances. In the absence of any effective registration statement covering the Preferred Shares or an available exemption from registration under the Act, the Preferred Shares must be held indefinitely. In this connection, such Investor represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

         3.6.     Authority and Non-Contravention.     Such Investor has all requisite power and authority to enter into this Agreement and all agreements, documents and instruments executed and delivered by such Investor pursuant hereto (collectively, the " Transaction Documents "), to perform its obligations thereunder, and to consummate the transactions contemplated thereunder. The execution and delivery of the Transaction Documents have been duly authorized by all necessary action on the part of the Investor. The Transaction Documents have been or will be duly executed and delivered by such Investor and, assuming due authorization, execution and delivery by the other parties hereto, represents or will represent the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to the effect of (1) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now and hereafter in effect relating to rights of creditors generally and (2) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. The execution and delivery of the Transaction Documents do not, and the consummation of the transactions contemplated thereunder and compliance with the provisions thereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, or require notice to or the consent of any person under, any contract or law by which the Investor is bound.

         3.7.     Investment Banking; Brokerage Fees.     Such Investor has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or investment bankers' fees or any similar charges (exclusive of professional fees to lawyers and accountants) in connection with this Agreement or any transaction contemplated hereby.

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SECTION IV—CERTAIN COVENANTS OF THE COMPANY

         4.1.     Indebtedness.     From and after the date hereof until such time as neither any Investor nor any Affiliate of any Investor beneficially owns any shares of Preferred Stock, without the affirmative vote or written consent of holders of a majority of the then outstanding shares of Preferred Stock, the Company will not Incur or permit any subsidiary to Incur, directly or indirectly, any Indebtedness that would result in the Company having, as of immediately following the Incurrence of such Indebtedness, Indebtedness in excess of the greater of: (A) $75,000,000 or (B) the product of 2.5 multiplied by EBITDA. For purposes of this Section IV, the following terms shall have the meanings set forth below:

        (a)   " Affiliate ," when used with reference to any Person, means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first Person.

        (b)   " Incur " shall mean issue, assume, guarantee, incur or otherwise become liable for; provided , however , that any Indebtedness or capital stock of an entity existing at the time such entity becomes a subsidiary of the Company (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such entity at the time it becomes a subsidiary of the Company. The term "Incurrence" when used as a noun shall have a correlative meaning. The accretion of principal of a non-interest bearing or other discount security shall not be deemed the Incurrence of Indebtedness.

        (c)   " Indebtedness " shall mean (1) any liability of the Company and its subsidiaries (A) for borrowed money (including the current portion thereof), (B) under any reimbursement obligation relating to a letter of credit, bankers' acceptance or note purchase facility, or (C) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), and (2) any liability of other Persons described in clause (1) that the Company or any of its subsidiaries has guaranteed, that is recourse to the Company or any of its assets or that is otherwise the legal liability of the Company. For purposes of this Section 4.1, Indebtedness includes any and all amounts of the nature described in clauses (1)(A), (B) or (C) owed by the Company or any of its subsidiaries to any of its affiliates including any of its stockholders. For purposes of this Section 4.1, Indebtedness does not include any payments owed by the Company to former employees for continued compliance with provisions of their respective severance agreements not accounted for as debt in accordance with U.S. generally accepted accounting principles.

        (d)   " EBITDA " shall mean the Company's earnings before interest, taxes, depreciation and amortization for the most recently completed fiscal year for which audited financial statements are available (and derived from such audited financial statements). Within ninety (90) days following the close of each fiscal year of the Company, the Company shall deliver to the Investors a written certificate certifying to the Company's EBITDA for such fiscal year, and executed on behalf of the Company by its Chief Financial Officer.

        (e)   " Person " shall mean any individual, firm, corporation, partnership, company, limited liability company, division, trust, joint venture, association, governmental authority or other entity or organization.

         4.2.     Insurance.     For so long as any Affiliate of any Investor is a member of the Company's Board of Directors, the Company shall maintain insurance coverage, from reputable insurers, under an errors and omissions insurance policy, a director and officer liability insurance policy, an employment practices liability insurance policy and such other insurance coverage in such amounts as is customary for companies similarly situated (as determined in good faith by the Company's Board of Directors), for the benefit of directors, managers and employees to the extent applicable.

         4.3.     Waiver.     Notwithstanding anything in this Section IV to the contrary, the holders of a majority of the then outstanding shares of Preferred Stock may, from time to time, waive the

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application of any of the provisions of this Section IV by affirmative vote or by written notice to the Company.

SECTION V—CONDITIONS TO THE INVESTOR'S OBLIGATIONS AT CLOSING

        The obligations of the Investors to purchase and pay for the Preferred Shares shall be subject to the satisfaction or waiver on or before the Closing of the following conditions:

         5.1.     Effectiveness of Preferred Stock Terms.     The terms of the Preferred Shares as set forth in Exhibit A hereto shall have become effective by the filing of the Certificate with the Secretary of State of the State of Delaware and shall continue to be in full force and effect as of the Closing.

         5.2.     Merger Agreement.     The Merger shall have closed prior to or concurrently with the Closing.

         5.3.     Representations and Warranties.     The representations and warranties of the Company set forth in Section II hereof shall be true and correct as of the Closing.

         5.4.     Performance.     The Company shall have performed and complied in all material respects with all covenants and obligations contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing.

         5.5.     Delivery of Documents.     The Company shall have executed and/or delivered to the Investor (or shall have caused to be executed and delivered to the Investors by the appropriate persons) the following:

        (a)   One or more certificates representing the Preferred Shares being purchased by such Investor; and

        (b)   A certificate of the Chief Executive Officer of the Company certifying that the conditions specified in Sections 5.3 and 5.4 have been fulfilled.

         5.6.     Legal Opinion.     The Investors shall have received from Jones Day, counsel to the Committee of the Independent Directors of the Company, an opinion, dated as of the Closing, in substantially the form attached hereto as Exhibit B .

SECTION VI—CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING

        The obligations of the Company to sell and issue the Preferred Shares shall be subject to the satisfaction or waiver on or before the Closing of the following conditions:

         6.1.     Merger Agreement.     The Merger shall have closed prior to or concurrently with the Closing.

         6.2.     Representations and Warranties.     The representations and warranties of each Investor set forth in Section III shall be true and correct as of the Closing.

         6.3.     Performance.     Each Investor shall have performed and complied in all material respects with all covenants and obligations in this Agreement that are required to be performed or complied with by the Investor on or before the Closing.

         6.4.     Delivery of Documents.     Each Investor shall have executed and/or delivered to the Company (or shall have caused to be executed and delivered to the Company by the appropriate persons) the following:

        (a)   Such Investor's applicable portion of the Purchase Price; and

        (b)   A certificate of an authorized signatory of the Investor certifying that the conditions specified in Sections 6.2 and 6.3 have been fulfilled.

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SECTION VII—TERMINATION

        The parties hereto may terminate this Agreement as provided below:

         7.1.     Mutual Termination.     The Investors and the Company may terminate this Agreement by mutual written consent at any time prior to Closing.

         7.2.     Termination of Merger Agreement.     This Agreement shall automatically terminate if the Merger Agreement is terminated for any reason prior to closing of the Merger.

         7.3.     Effect of Termination.     In the event of termination of this Agreement in accordance with Section VII, this Agreement shall forthwith become void and there shall be no liability on the part of any party to any other party or its stockholders, members, affiliates, directors or officers under this Agreement, except for the provisions of Section 8.6 shall continue in full force and effect and except that nothing herein shall relieve any party from liability for any knowing and intentional breach of this Agreement prior to such termination.

SECTION VIII—MISCELLANEOUS

         8.1.     Survival of Representations, Warranties and Covenants.     The representations, warranties and covenants made herein by the parties hereto shall survive the execution and delivery hereof and the Closing contemplated hereby and shall bind the successors and assigns of the relevant party, whether so expressed or not, and all such covenants, agreements, representations and warranties shall inure to the benefit of the successors and assigns of the parties hereto and to transferees of the Preferred Shares, whether so expressed or not.

         8.2.     Entire Agreement.     This Agreement, the Merger Agreement and the documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including all exhibits, annexes, appendices and schedules hereto and thereto, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements, term sheets, letters of interest, correspondence (including e-mail) and undertakings, both written and oral, between the Investors, on the one hand, and the Company, on the other hand, with respect to the subject matter hereof

         8.3.     Amendments, Waivers and Consents.     For the purposes of this Agreement and all agreements, documents and instruments executed pursuant hereto, except as otherwise specifically set forth herein or therein, no course of dealing between the Company on the one hand and any Investor on the other and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. Any term or provision hereof may be amended, terminated or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Investors.

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         8.4.     Notices and Demands .    All notices, deliveries and other communications pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally, telecopied, by nationally recognized express delivery service to the parties at the addresses set forth below or to such other address as the party to whom notice is to be given may have furnished to the other parties hereto in writing in accordance herewith. Any such notice, delivery or communication shall be deemed to have been delivered and received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of telecopy, on the day that the party giving notice receives electronic confirmation of sending from the sending telecopy machine ( provided, however, that if the telecopy is made on a day other than a Business Day (as defined in the Merger Agreement) or is made after 5:00 p.m. Eastern Time on any day, then delivery and receipt shall be deemed instead to be on the following Business Day), and (c) in the case of a nationally recognized express delivery service, on the Business Day that delivery to the addressee is confirmed pursuant to the service's systems:

or to such other address or fax number of which any party may notify the other parties as provided above. Notices shall be effective as of the date of such delivery, mailing or fax.

         8.5.     Severability.     Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

         8.6.     Expenses.     The Company and the Investor each agree to pay its own fees and expenses, including any legal, accounting, investment banking, finders and advisory fees and expenses incurred in connection with the Investor's purchase of the Preferred Shares; provided , however , that if the Investor's purchase of the Preferred Shares is consummated, the Company will pay all expenses of the Investor related to the Investor's purchase of the Preferred Shares.

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         8.7.     Counterparts.     This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or by electronic delivery in Adobe Portable Document Format, or a similar electronic format, shall be effective as delivery of a manually executed counterpart of this Agreement.

         8.8.     Effect of Headings; Construction.     The descriptive headings in this Agreement have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provision thereof or hereof. The parties have participated jointly in the negotiation and drafting of this Agreement with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Agreement and the agreements, documents and instruments executed and delivered in connection herewith shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement and the agreements, documents and instruments executed and delivered in connection herewith.

         8.9.     Governing Law.     This Agreement shall be deemed a contract made under the laws of the State of Delaware and all disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance hereof or the transactions contemplated herein, shall be construed under and governed by the laws of such state, without giving effect to its conflicts of laws principles.

         8.10.     Binding Agreement; Assignment.     The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by the parties, by operation of law or otherwise, except that the Investor may assign this Agreement to any subsidiary wholly-owned by the Investor.

         8.11.     CONSENT TO JURISDICTION.     THE PARTIES AGREE THAT JURISDICTION AND VENUE IN ANY ACTION BROUGHT BY ANY PARTY PURSUANT TO THIS AGREEMENT SHALL PROPERLY AND EXCLUSIVELY LIE IN ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH ACTION. THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION. THE PARTIES FURTHER AGREE THAT THE MAILING BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF ANY PROCESS REQUIRED BY ANY SUCH COURT SHALL CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST THEM, WITHOUT NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY STATUTE OR RULE OF COURT.

[SIGNATURE PAGES FOLLOW]

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         IN WITNESS WHEREOF , the undersigned have executed this Stock Purchase Agreement as of the day and year first above written.