Exhibit 10.51


 


FIRST AMENDMENT


TO


ASSET PURCHASE AGREEMENT


 


This First Amendment to Asset Purchase Agreement (“Amendment”)
is entered into effective as of July 1, 2008 (the “Effective
Date”) by and among: MBI Liquidation Inc., a California
corporation formerly known as BMB Mack Barclay, Inc. (“MBI”); SCA Holding,
LLC, a California limited liability company formerly known as Southern
California Assets LLC (“SCA”);
CDL Holdings, LLC, a California limited liability company formerly known as CD-LIT
Solutions LLC (“CDL”);
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”). 
MBI, SCA and CDL 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.”


 


RECITALS


 


A.            Purchaser,
Parent and the Seller Entities are parties to that certain Asset Purchase
Agreement dated as of May 5, 2006 (the “Asset
Purchase Agreement”).


 


B.            Purchaser,
Parent and the Seller Entities desire to eliminate the performance elements
associated with the Additional Payments and substitute the payments specified
in this Amendment.


 


C.            Purchaser
is concurrently entering into a separate Amendment to Director Agreement in
substantially the form attached to this Amendment as Attachment 1 (each,
a “Director Amendment”), by and between
Purchaser and each of Mack, Kennedy, Bandemer, Bergmark, Dolan and Xitco (each,
an “MB Pooling Director”).


 


D.            Purchaser,
Parent and the Seller Entities desire to formally join the electronic discovery
practice currently operated by Bandemer as part of the Mack Barclay Practice,
with Purchaser’s electronic discovery practice. 
The parties’ intent is to permit better coordination on staff training
and compensation, project management, business development and infrastructure
development, and to allow Bandemer to participate in the national management of
Purchaser’s electronic discovery practice.


 


E.             To
accomplish the foregoing and such other matters as are described below, Purchaser,
Parent and the Seller Entities wish to amend the Asset Purchase Agreement as
set forth in this Amendment.


 

















 


AGREEMENT


 


NOW, THEREFORE, in consideration of the Recitals above, the mutual
agreements contained in this Amendment, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:


 


1.            Definitions.  Capitalized terms used but not defined in
this Amendment shall have the meanings ascribed to them in the Asset Purchase
Agreement.


 


2.            Additional
Payments.


 


a.            The
end date for the Additional Payment Period, as stated in Section 3.3 of
the Asset Purchase Agreement, is hereby replaced with April 30, 2008.


 


b.            The
Additional Payment for the Measurement Period ending April 30, 2008 is Two
Million Three Hundred Thousand Dollars ($2,300,000), which amount has been paid
by Purchaser to Sellers as of the Effective Date.


 


c.            In
addition to the Closing Payment and any Additional Payments made through the
end of the Additional Payment Period as revised by Section 2(a) of
this Amendment, Purchaser will make payments (each, a “Further
Additional Payment” and collectively, the “Further
Additional Payments”) to Sellers in the aggregate amount of Four
Million Fifty-five Thousand Two Hundred Forty Dollars ($4,055,240), payable in
accordance with paragraphs (i) through (iii) of this Section 2(c).


 


(i)            On
December 31, 2008, a Further Additional Payment of Three Million Dollars
($3,000,000) will be due and payable to Sellers.


 


(ii)           On
July 1, 2010, a Further Additional Payment of One Million Fifty-five
Thousand Two Hundred Forty Dollars ($1,055,240) will be due and payable to
Sellers.


 


(iii)          Each
Further Additional Payment pursuant to the terms of this Section 2(c) will
be paid in cash by Purchaser to Sellers on the date due and payable in
accordance with written payment instructions received by Purchaser from each
Seller no later than ten (10) days before the Additional Payment is due
(the “Delivery Instructions”).  The Further Additional Payments will be
allocated among the Sellers in accordance with their respective Seller
Percentages.  Further distributions by
the Sellers to the Principals must be made in accordance with the Principals’
respective Principal Percentage Interest as set forth in Schedule 3.1.2 of the
Asset Purchase Agreement.  The Delivery
Instructions will specify the address to which a check for such amount will be
sent (or appropriate account and other information for purposes of delivery of
such amount by wire transfer of immediately available funds).


 


3.            Bandemer
Group.  As of the Effective Date, and
notwithstanding anything else in the Asset Purchase Agreement to the contrary,
Bandemer and the professional staff who currently work with Bandemer as part of
an electronic discovery practice within the Mack Barclay Practice will be
formally integrated with Purchaser’s national electronic discovery 


 


2

















 


practice,
which is known as the eDiscovery Sector and which is a part of Purchaser’s Finance
and Accounting Services segment.


 


4.             Notices.  Section 17 of the Asset Purchase
Agreement is hereby amended to delete the two addresses to which copies of
notices to Purchaser or Parent are to be sent and to replace them with the
following:


 


	
   

  	
  Deanne M. Tully, Esq.

  
	
   

  	
  General Counsel

  
	
   

  	
  LECG Corporation

  
	
   

  	
  2000 Powell Street, Suite 600

  
	
   

  	
  Emeryville, California 94608

  
	
   

  	
  Fax: (510) 653-9898

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Emily J. Yukich, Esq.

  
	
   

  	
  Folger Levin & Kahn, LLP

  
	
   

  	
  1900 Avenue of the Stars, Suite 2800

  
	
   

  	
  Los Angeles, California 90067

  
	
   

  	
  Fax: (310) 556-3770

  



 


5.             No
Further Modification or Amendment. 
Except as expressly set forth in this Amendment, the Asset Purchase
Agreement has not been modified or amended in any respect and continues in full
force and effect on the date hereof.


 


6.             Counterparts.  This Amendment may be signed in
two or more counterparts, each signed by one or more of the parties hereto so
long as each party will sign at least one counterpart of this Amendment, all of
which taken together will constitute one and the same instrument.  Signatures delivered by facsimile or
electronic file format will be treated in all respects as originals.


 


[Remainder of this Page Intentionally
Left Blank]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized representatives.


 


	
  PURCHASER:

  	
  SELLER
  ENTITIES:

  
	
   

  	
   

  
	
  LECG, LLC,

  	
  MBI
  Liquidation Inc.,

  
	
  a California limited
  liability company

  	
  a California corporation

  
	
   

  	
   

  
	
  By: 

  	
  LECG
  Corporation,

  	
  By:

  	
  /s/ Cary P.
  Mack

  
	
   

  	
  a Delaware corporation

  	
   

  	
  Cary P. Mack

  
	
  Its:

  	
  Sole Manager

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven
  R. Fife

  	
   

  	
  Date:  9/11/08

  
	
   

  	
  Its:

  	
  CFO

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:  9/13/08

  	
   

  
	
   

  	
   

  
	
  PARENT:

  	
   

  
	
   

  	
  SCA Holding,
  LLC,

  
	
  LECG
  Corporation,

  	
  a California limited
  liability company

  
	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
  By:

  	
  CTAS, LLC,

  
	
  By:

  	
  /s/ Steven
  R. Fife

  	
   

  	
   

  	
  a California limited
  liability company

  
	
   

  	
   

  	
  Its:

  	
  Sole Manager

  
	
  Its:

  	
  CFO

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MBI
  Liquidation Inc.,

  
	
  Date:  9/13/08

  	
   

  	
   

  	
  a California corporation

  
	
   

  	
   

  	
  Its:

  	
  Sole Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Cary P.
  Mack

  
	
   

  	
   

  	
   

  	
   

  	
  Cary P. Mack

  
	
   

  	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:  9/11/08

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CDL Holdings,
  LLC,

  
	
   

  	
  a California limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cary P.
  Mack

  
	
   

  	
   

  	
  Cary P. Mack

  
	
   

  	
  Its:

  	
  Sole Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:  9/11/08

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Cary P.
  Mack

  
	
   

  	
  Cary P. Mack

  
	
   

  	
   

  
	
   

  	
  Date:  9/11/08

  
											



 


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  /s/ Christopher
  R. Barclay

  
	
   

  	
  Christopher R. Barclay

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:  9/9/08

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Patrick
  F. Kennedy

  
	
   

  	
  Patrick F. Kennedy

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:  9/10/08

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael
  R. Bandemer

  
	
   

  	
  Michael R. Bandemer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:  9/10/08

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Brian J.
  Bergmark

  
	
   

  	
  Brian J. Bergmark

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:  9/10/08

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Laura
  Fuchs Dolan

  
	
   

  	
  Laura Fuchs Dolan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:  9/10/08

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Stacy
  Elledge Chiang

  
	
   

  	
  Stacy Elledge Chiang

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:  9/10/08

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Heather
  H. Xitco

  
	
   

  	
  Heather H. Xitco

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:  9/10/08

  	
   

  



 


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  /s/ Cary P.
  Mack

  
	
   

  	
  Cary P. Mack, Trustee of
  the Mack Family 

  Trust dated April 21, 1999

  
	
   

  	
   

  
	
   

  	
  Date:  9/11/08

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Christopher
  R. Barclay

  
	
   

  	
  Christopher R. Barclay,
  Trustee of the 2000 

  Barclay Family Trust dated January 27, 2000

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  9/9/2008

  	
   

  	
   

  
						



 


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