VOTING AGREEMENTVoting Agreement |
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LECG CORP | LECG Corporation | Smart Business Holdings, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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VOTING AGREEMENT This VOTING AGREEMENT (this " Agreement ") is made and entered into as of August , 2009, by and between Smart Business Holdings, Inc. a Delaware corporation (the " Company "), and the undersigned stockholder (" Stockholder ") of LECG Corporation, a Delaware corporation (" Parent "). BACKGROUND A. Parent, the Company and certain other parties plan to enter into an Agreement and Plan of Merger dated as of the date hereof (the " Merger Agreement "), which provides for, among other things, (i) the merger of a wholly-owned subsidiary of Parent with and into the Company, with the Company as the surviving corporation (the " First Step Merger "), and (ii) the merger of the Company, as successor to the First Step Merger, with and into a second wholly-owned subsidiary of Parent, with said subsidiary as the surviving entity (together with the First Step Merger, the " Merger "). B. Stockholder is the record holder and beneficial owner of the number and type of Shares (as defined below) indicated on Exhibit A hereto. C. In consideration of the execution of the Merger Agreement by the Company and as an inducement and a condition to the willingness of the Company to enter into the Merger Agreement, Stockholder (in his, her or its capacity as such) has agreed to vote the Shares held by him, her or it, and to certain other obligations, as set forth herein. AGREEMENT The parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE 1 1.1 Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement. As used in this Agreement, the following terms shall have the following meanings: (a) " beneficial owner" has the meaning given to such term in Rule 13d-3 under the Exchange Act (and phrases such as " beneficially own" have correlative meanings). (b) " Effective Time" means the time of the consummation of the Merger. (c) " Expiration Date" means the earlier to occur of (i) such date and time as the Merger Agreement shall have been terminated pursuant to Article 6 thereof or (ii) the Effective Time. (d) " Person" means any individual, firm, corporation, partnership, company, limited liability company, division, trust, joint venture, association, governmental authority or other entity or organization. (e) " Shares" means: (i) all voting shares of capital stock of Parent owned beneficially by Stockholder as of the date of this Agreement and (ii) all additional shares of voting capital stock of Parent of which Stockholder acquires beneficial ownership during the period from the date of this Agreement until the Expiration Date (whether by the exercise of any stock options or otherwise). (f) " Transfer" means any transaction by which a Person directly or indirectly sells, transfers or otherwise disposes of a security or any interest therein, or enters into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a lien) any security or any interest therein. ARTICLE 2 2.1 During the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit to be effected any Transfer of any of the Shares. This Section 2.1 shall not prohibit a Transfer upon the death of a Stockholder or a Transfer for bona fide estate planning purposes, provided that the transferee in such case has executed a binding joinder to this Agreement. Any purported Transfer in violation of this Section 2.1 shall be void for all purposes. 2.2 During the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit, or permit the deposit of, any Shares into a voting trust, grant any proxy in respect of the Shares, or enter into any voting agreement or similar arrangement or commitment if any of the foregoing would be in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares. 2.3 During the period from the date of this Agreement through the Expiration Date, Stockholder shall not take any action that Parent is prohibited from taking pursuant to Sections 4.8(b) and 4.8(e) of the Merger Agreement related to any Parent Alternative Transaction Proposal or Parent Alternative Transaction. The preceding sentence applies to the Stockholder solely in Stockholder's capacity as a stockholder of Parent, not in any other capacity, including, if applicable, as a director and/or officer of Parent; in no event shall the rights and obligations contained in this Agreement affect any rights or obligations, including any applicable fiduciary duties, that Stockholder may have under applicable law in Stockholder's capacity as a director and/or officer of Parent. ARTICLE 3 3.1 During the period from the date of this Agreement through the Expiration Date, at every meeting of the Parent Stockholders called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent in lieu of a meeting of the Parent Stockholders with respect to the Parent Proposals, Stockholder shall (i) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum, (ii) vote the Shares in favor of the Parent Proposals, (iii) vote the Shares against approval of any proposals made in opposition to, or in competition with, the Parent Proposals or (iv) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty, or any other obligation or agreement of Parent contained in the Merger Agreement or of the Stockholder contained in this Agreement, or that would preclude fulfillment of a condition under the Merger Agreement to Parent's and the Company's respective obligations to consummate the Merger. 3.2 Subject to the last sentence of this Section 3.2, by execution of this Agreement, Stockholder does hereby appoint the Company with full power of substitution and resubstitution, as Stockholder's true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder's rights with respect to the Shares, to vote, each of such Shares solely with respect to the matters set forth in Section 3.1 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date and hereby revokes any proxy previously granted by Stockholder with respect to the Shares, and represents that none of such previously-granted proxies are irrevocable. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date. 2 ARTICLE 4 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Stockholder hereby represents and warrants to the Company that: (a) Stockholder is the owner of the number and type of issued and outstanding Shares set forth on Exhibit A attached hereto, with full power to vote or direct the voting of the Shares set forth on Exhibit A for and on behalf of all beneficial owners of such Shares. (b) Stockholder holds all of the Shares set forth in Exhibit A free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances other than as provided in this Agreement. (c) Stockholder does not own beneficially or of record any Shares on other than those set forth on Exhibit A attached hereto. (d) Stockholder has the legal capacity and full power and authority to make, enter into, deliver and carry out the terms of this Agreement. (e) This Agreement constitutes a valid and binding obligation of Stock |
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