Exhibit 2.1
INSTRUMENT OF
ASSIGNMENT
GRANT THORNTON LLP
(“Purchaser”) and LECG CORPORATION, a Delaware
corporation and LECG PARTNERS LLP, a Pennsylvania limited liability
partnership (collectively “ Seller ”), are
entering into a transaction to sell certain assets of the SMART
Governance, Assurance and Risk & Advisory practices
(including the U.K. Advisory Practice) (collectively the
“Practice”) effective as of March 1, 2011 (the
“ Transaction” ). For good and valuable
consideration payable to Seller by Purchaser as set forth in the
Letter of Intent between Purchaser and Seller dated
February 25, 2011, of which $6.325 million is payable by
Purchaser on the date hereof, the receipt of such consideration is
hereby acknowledged by Seller, Seller does hereby sell, transfer,
assign, convey and deliver to Purchaser all right, title and
interest of Seller in, to and under the following assets related to
the Practice (collectively, the “ Purchased Assets
”):
(a) The Restrictive
Covenants of all Transferring Managing Directors and Transferring
Employees as set forth on Schedule 1 hereto.
The term “Restrictive Covenant” shall mean any covenant
or other provision enforceable against any of the Transferring
Managing Directors and Transferring Employees that
(i) restricts such person’s ability to compete with the
Practice, (ii) restricts such person’s ability to
solicit or provide services to clients of the Practice,
(iii) restricts such person’s ability to interfere in
Seller’s relations with the Practice clients,
(iv) restricts such person’s ability to solicit any of
the
