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:
