Exhibit 10.61


 


FIRST AMENDMENT


TO


ASSET PURCHASE AGREEMENT


 


This
First Amendment to Asset Purchase Agreement (“Amendment”)
is entered into effective as of January 1, 2009 (the “Effective
Date”) by and among: Isaac Group IV, L.L.C., a Delaware limited
liability company formerly known as The Secura Group, L.L.C., (“Seller”), LECG, LLC, a California
limited liability company (“Purchaser”),
LECG Corporation, a Delaware corporation (“Parent”),
Jeffrey M. Curry (“Curry”), William M. Isaac (“Isaac”), Daniel T. Krabill (“Krabill”), Wendi Lonnquist (“Lonnquist”), Margaret L. Maguire (“Maguire”), John H. Maher (“Maher”), Michael A. Mancusi (“Mancusi”), Walter J. Mix, III (“Mix”), Mary T. Somerville (“Somerville”), and Leeto J. Tlou (“Tlou”).  Curry, Isaac, Krabill, Lonnquist, Maguire,
Maher, Mancusi, Mix, Somerville, Tlou and Seller are referred to in this
Amendment as the “Seller Parties.”


 


RECITALS


 


A.            Purchaser, Parent and the Seller Parties
are parties to that certain Asset Purchase Agreement dated as of March 9,
2007 (the “Asset Purchase Agreement”).


 


B.            In the interest of eliminating potential
barriers to growth, Purchaser and Parent desire to eliminate the performance
elements associated with the Additional Payment, as that term is defined in the
Asset Purchase Agreement, and substitute the payments specified in this
Amendment.


 


C.            To accomplish the foregoing and such
other matters as are described below, Purchaser, Parent and the Seller Parties
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 Payment.


 


(a)           Section 3.3.1 of the Asset Purchase Agreement is
hereby amended to read in its entirety as follows:


 

















 


In addition to the Closing Payment set forth in Section 3.1,
Purchaser will make two payments (collectively, the “Additional
Payment”) to Seller in the aggregate amount of One Million Eight
Hundred Thousand Dollars ($1,800,000) as follows:  Purchaser will make a payment in the amount
of One Million Seven Hundred Thousand Dollars ($1,700,000) to Seller on or
before December 31, 2009; and Purchaser will make a payment in the amount
of One Hundred Thousand Dollars ($100,000) to Seller on or before March 1,
2011.  The period from the Closing Date
to December 31, 2010 is hereinafter referred to as the “Additional Payment Period.”


 


Purchaser
and Seller hereby acknowledge and agree that the aggregate value of the
Additional Payment is equal to (i) the maximum value of the Additional
Payment as originally provided for in the Asset Purchase Agreement prior to
this Amendment, discounted by (ii) certain mutually agreed factors to
reflect cash flow timing and performance risk.


 


(b)           Section 3.3.2 of the Asset Purchase Agreement is
hereby deleted in its entirety.


 


(c)           The parenthetical phrase “(if earned and
payable)” is hereby deleted from Section 3.3.3 of the Asset
Purchase Agreement.


 


(d)           Section 3.3.4 of the Asset Purchase Agreement is hereby
deleted in its entirety.


 


(e)           Section 3.3.5 of the Asset Purchase Agreement is
hereby amended to read in its entirety as follows:


 


Each installment of the Additional Payment will be
paid in cash by Purchaser to Seller in accordance with written payment
instructions (the “Delivery Instructions”) that
Seller will provide to Purchaser within ten (10) days of Purchaser’s
requesting the same.  The Delivery
Instructions will specify the address (or addresses) to which a check (or
checks) 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).


 


(f)            Section 3.3.6 of the Asset Purchase Agreement is
hereby deleted in its entirety.


 


3.             Operational Impact.  Section 3.4
of the Asset Purchase Agreement is hereby 
amended to read in its entirety as follows:


 


Operational Impact.  Although it is the expectation of the parties
that the Secura Directors will exercise a significant degree of discretion and
control over the activities of the Secura Practice, the overall operation of
Purchaser’s business is the sole responsibility of its senior management and
the Board of Directors of Parent, and the Secura Practice will be subject to
the generally applicable policies implemented by Purchaser’s management and the
Board of Directors of Parent 


 


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from time to time.  Further, this
Agreement creates no implied fiduciary duty between any Seller Party and either
or both of Purchaser or Parent.


 


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


 


Deanne M. Tully, Esq.


General Counsel


LECG Corporation


2000 Powell Street, Suite 600


Emeryville, California  94608


Fax:  (510) 653-9898


 


5.             Brand Integration. Seller acknowledges and agrees that,
consistent with Purchaser’s rights under Section 10.4.4 of the Asset
Purchase Agreement, Purchaser has determined that immediately after the
Effective Date, the names “Secura” and “Secura Group” will no longer be used as
a separate brand for Purchaser’s Financial Services offerings.  Accordingly, as of April 1, 2009, all of
such offerings will be conducted under the LECG name, and business cards,
stationery, marketing materials and publications, among other things, will use
and display the LECG name and/or logos.


 


6.             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.


 


7.             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
  PARTIES:

  
	
   

  	
   

  	
   

  	
   

  
	
  LECG,
  LLC,

  	
   

  	
   

  	
   

  
	
  a
  California limited liability company

  	
   

  	
  Isaac
  Group IV, L.L.C.,  

  
	
   

  	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  LECG
  Corporation,

  	
   

  	
   

  	
   

  
	
   

  	
  a
  Delaware corporation 

  	
   

  	
  By:
  

  	
  /s/
  William M. Isaac

  
	
  Its:

  	
  Sole
  Manager 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Chairman

  
	
   

  	
  By:
  

  	
  /s/
  Deanne M. Tully

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  General
  Counsel

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PARENT:  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LECG
  Corporation,

  	
   

  	
  By:
  

  	
  /s/
  Jeffrey M. Curry

  
	
  a
  Delaware corporation 

  	
   

  	
   

  	
  Jeffrey
  M. Curry

  
	
   

  	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Deanne M. Tully

  	
   

  	
  By:
  

  	
  /s/
  William M. Isaac

  
	
  Its:

  	
  Secretary

  	
   

  	
   

  	
  William
  M. Isaac

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Daniel T. Krabill

  
	
   

  	
   

  	
   

  	
   

  	
  Daniel
  T. Krabill

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:
  

  	
  /s/
  Wendi Lonnquist

  
	
   

  	
   

  	
   

  	
   

  	
  Wendi
  Lonnquist

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:
  

  	
  /s/
  Margaret L. Maguire

  
	
   

  	
   

  	
   

  	
   

  	
  Margaret
  L. Maguire

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:
  

  	
  /s/
  John H. Maher

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John H. Maher

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:
  

  	
  /s/
  Michael A. Mancusi

  
	
   

  	
   

  	
   

  	
   

  	
  Michael
  A. Mancusi

  
							



 


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  By:
  

  	
  /s/
  Walter J. Mix, III

  
	
   

  	
   

  	
   

  	
   

  	
  Walter
  J. Mix, III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:
  

  	
  /s/
  Mary T. Somerville

  
	
   

  	
   

  	
   

  	
   

  	
  Mary
  T. Somerville

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:
  

  	
  /s/
  Leeto J. Tlou

  
	
   

  	
   

  	
   

  	
   

  	
  Leeto
  J. Tlou

  



 


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