Exhibit 10.52


 


SECOND AMENDMENT


TO


ASSET PURCHASE AGREEMENT


 


This Second Amendment to
Asset Purchase Agreement (“Amendment”)
is entered into as of November 3, 2008 (the “Effective
Date”), by and among Bates Private Capital Incorporated, an
Oregon corporation (“Seller”),
John E. Bates (“Bates”), Rob J. Lee (“Lee”), Nancy S. Ranchel (“Ranchel”), Michael D. Weiner (“Weiner”) and Jennifer L. Stout (“Stout”), LECG, LLC, a California
limited liability company (“Purchaser”),
and LECG Corporation, a Delaware corporation (“Parent”).  Bates, Lee, Ranchel, Weiner and Stout are
individually referred to herein each as a “Principal”
and collectively as the “Principals.”  The Seller and the Principals 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 August 1, 2005, amended by that certain First
Amendment to Asset Purchase Agreement dated August 15, 2005 (as amended,
the “Asset Purchase Agreement”).


 


B.            Purchaser
and the Seller Entities wish to accelerate and modify the Earn Out Payments (as
defined in the Asset Purchase Agreement) and have agreed to substitute any
remaining Earn Out Payments with the payments specified in this Amendment.


 


C.            Purchaser
intends to re-assign certain Bates Persons to different sectors within
Purchaser’s operations, which re-assignments will cause Purchaser to propose
certain modifications (the “Compensation Modifications”)
to the compensation arrangements currently in effect under the Expert
Agreements (as defined in the Asset Purchase Agreement).  The Compensation Modifications to be proposed
are not part of the consideration for the restructuring of the Earn Out
Payments provided for herein.


 


D.            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.           Earn
Out Payments.


 


a.           The end date for the Earn Out Period, as stated in Section 3.3
of the Asset Purchase Agreement, is hereby replaced with the Effective Date; provided,
however, that for purposes of determining the Principals’ compensation
under the Expert Agreements, the end date for the Earn Out Period shall be
deemed to be July 31, 2011 until such time as any Compensation
Modifications have been agreed to in writing by Purchaser and the respective
Principals.


 


b.           Purchaser will make a final Earn Out Payment pursuant to Section 3.3
of the Asset Purchase Agreement in the aggregate amount of Three Million Eight
Hundred Fifty-Thousand Dollars ($3,850,000) (the “Final
Earn Out Payment”).  The
Final Earn Out Payment will be made in two installments as follows:  (i) Two Million Dollars ($2,000,000)
will be paid on the Effective Date, and (ii) One Million Eight Hundred
Thousand Dollars ($1,850,000) will be made on or before January 15, 2009.  Delinquent amounts will bear interest at 12%
per annum until paid.  For the avoidance
of doubt, no further Earn Out Payments will be due and payable after delivery
of both installments of the Final Earn Out Payment.


 


c.           The parties hereto agree that the provisions of Section 3.3.5
of the Asset Purchase Agreement have no force and effect with respect to the
Final Earn Out Payment.


 


d.           The parties hereby acknowledge and agree that all prior
Earn Out Payments paid and received prior to the date hereof reflect full and
valid payment of all amounts earned and payable as Earn Out Payments during the
Earn Out Period prior to the date hereof, and all of such payments are hereby
ratified and confirmed without the right of offset or deduction.


 


3.             Compensation
Modifications.  Purchaser and each of
the Principals agree to review and negotiate in good faith with respect to any
respective Compensation Modifications proposed by Purchaser, without inferring
any obligation on the part of a Principal to forego any existing rights to
compensation.


 


4.             Bates
Name.  The parties hereto agree that
any and all uses of the name “Bates Private Capital” by the parties, their
employees, agents and affiliates will cease as of December 1, 2008.


 


5.             Notices.  Section 20 of the Asset Purchase
Agreement is hereby amended to delete the two addresses to which copies of
notices to 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

  



 


2

















 


	
   

  	
  Emily
  J. Yukich, Esq.

  
	
   

  	
  Folger
  Levin & Kahn, LLP

  
	
   

  	
  1900
  Avenue of the Stars, Suite 2800

  
	
   

  	
  Los
  Angeles, California 90067

  
	
   

  	
  Fax:
  (310) 556-3770

  



 


6.           Limited Release. 
Subject to full payment of the Final Earnout Payment on or before the
respective installment due dates by Purchaser hereunder, the Seller Entities,
and each of them, for himself, herself or itself and for his, her or its
respective heirs, executors, administrators, agents and assigns, hereby forever
release, waive, discharge and covenant not to sue Purchaser, Parent or any of
their respective predecessors, successors, parent entities, subsidiaries,
shareholders, related entities of any nature, officers, directors, present or
former employees, executors, administrators, agents and assigns, with respect
to any and all claims, assertions of claims, debts, demands, actions, suits,
expenses, attorneys’ fees, costs, damages and liabilities (“Claims”) arising out of or related
to Purchaser’s obligations under the Asset Purchase Agreement with respect to
the calculation or payment of the Earn Out Payments that exist as of the
Effective Date.  This release does not
preclude or relate to Claims associated with a breach of this Amendment by
Purchaser or Parent.


 


With respect to the foregoing release, each Seller Entity understands
and for valuable consideration hereby expressly waives all of the rights and
benefits of Section 1542 of the California Civil Code, which section reads
as follows:


 


“A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his  or her settlement with the debtor.”


 


7.             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.


 


8.             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]


 


3

















 


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


 


 


	
  PURCHASER:

  	
  PARENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
  LECG, LLC 

  A California limited liability company

  	
  LECG Corporation, 

  A Delaware corporation

  
	
   

  	
   

  
	
  By:

  	
  LECG Corporation

  	
   

  	
  By: 

  	
  /s/ Steven R. Fife

  
	
  Its:

  	
  Sole Manager

  	
   

  	
   

  
	
   

  	
  Its: 

  	
  Chief Financial Officer

  
	
   

  	
  By: 

  	
  /s/ Steven R. Fife

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its: 

  	
  Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLER ENTITIES:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Bates Private Capital, Incorporated 

  an Oregon corporation (now known as Oswego 

  Partners, Inc.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:  

  	
  /s/John E. Bates

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:  

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ John E. Bates

  
	
   

  	
  John E. Bates

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Rob J. Lee

  
	
   

  	
  Rob J. Lee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nancy S. Ranchel

  
	
   

  	
  Nancy S. Ranchel

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael D. Weiner

  
	
   

  	
  Michael D. Weiner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Jennifer L. Stout

  
	
   

  	
  Jennifer L. Stout

  
										



 


4