Exhibit 99.1
▇▇▇▇ OF SALE, ASSIGNMENT, ACCEPTANCE
AND ASSUMPTION AGREEMENT
This ▇▇▇▇ OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT, made,
executed and entered into as of December 29, 2006, by and among Technology
Funding Venture Partners V Liquidating Trust (the "Assignor" or the "Trust")
and Technology Funding Ltd., (the "Assignee") or its nominees, including but
not limited to Technology Funding Group, LLC and/or Dakota Equities, LLC, and
Technology Funding Capital Corp. ("TFCC").
R E C I T A L S
WHEREAS, the Liquidating Trust Agreement requires the Trustee, in its sole
discretion, to liquidate the assets of the Trust as promptly as possible
consistent with obtaining fair value for such assets; and
WHEREAS, the Trustee is hereby authorized to cause the Trust to sell or
distribute assets to the Trustee or associated entity but only in accordance
with Section 3.6 of the Liquidating Trust Agreement; and
WHEREAS, pursuant to Section 3.6, the Trustee accepted a bona fide third-party
bid on October 26, 2006, from Industry Ventures Acquisition Fund II (Aperture),
L.P. ("IVAF") and Industry Ventures Fund IV, L.P. ("IVF") for the acquisition
and transfer of most of the Trust's remaining portfolio securities, excluding
holdings in the following companies and venture capital limited partnerships:
CareCentric Solutions, Inc.
CheckTech Financial Corporation
Dakota Arms, Inc.
Dakota Holdings, LLC
Impres Medical, Inc.
Qualmark Inc.
Triangle Biomedical Sciences, Inc.
CVM Equity Fund IV, Ltd.
El Dorado Ventures III, L.P.
O,W&W Pacrim Investments Limited
Spectrum Equity Ventures, L.P.
Trinity Ventures IV, L.P.; and
WHEREAS, pursuant to Section 3.6, in the event that no bona fide offers are
received after sixty (60) days of a thorough and diligent marketing effort
commencing with the decision to liquidate the Partnership's assets, the
Trustee or an associated entity may purchase the assets at a price no less
than the current Fair Value; and
WHEREAS, an independent third-party investment bank, ▇▇▇▇▇▇▇ Securities Inc.,
did conduct such a thorough and diligent marketing effort and has been unable
to identify any buyers for the remaining assets.
WHEREAS, pursuant to Section 3.6, the Managing General Partners have
periodically updated and revised the Fair Value of each holding in order to
reflect new events, changing market conditions, more experience with investee
companies or additional information, any of which may require the revision of
previous estimate, and the Fair Values of the assets listed above at March 31,
2006, June 30, 2006, and December 29, 2006, is attached hereto as Exhibit A;
and,
WHEREAS, pursuant to Section 3.2 of the Liquidating Trust Agreement, the
Trustee is granted the authority in its sole discretion on behalf of the Trust
to make provision by reserve or otherwise out of the Trust Estate to meet
present or future liabilities of the Trust.
NOW, THEREFORE, in consideration of the foregoing premises and for the
following purchase prices:
CareCentric Solutions, Inc. - $1
CheckTech Financial Corporation - $1
Dakota Arms, Inc. - $100
Dakota Holdings, LLC - $100
Impres Medical, Inc. - $100
Qualmark Inc. - $1
Triangle Biomedical Sciences, Inc. - $1
CVM Equity Fund IV, Ltd. - $10
El Dorado Ventures III, L.P. - $10
O,W&W Pacrim Investments Limited - $10
Spectrum Equity Ventures, L.P. - $10
Trinity Ventures IV, L.P. - $10
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged:
ASSIGNMENT. The Assignor does hereby convey, assign, transfer, sell and
deliver unto the Assignee and its successors and assigns, forever, all of the
Assignor's right, title and interest in, to and under all of the above-
referenced assets of the Assignor, including without limitation any accounts
receivable, limited partnership interest, beneficial interest, rights in
litigation, security interests, contract rights or agreements, rights to
payment or distributions or similar rights that the Assignor may possess in
same (together, the "Transferred Assets").
ACCEPTANCE AND ASSUMPTION. The Assignee accepts the foregoing conveyance,
assignment, transfer and delivery of the Transferred Assets and agrees to
assume all liabilities and obligations relating to the Transferred Assets
(the "Assumed Obligations").
TO HAVE AND TO HOLD the Transferred Assets and the Assumed Obligations unto
the Assignee, its successors and assigns, FOREVER.
The Assignor hereby constitutes and appoints the Assignee and its successors
and assigns as its true and lawful attorneys-in-fact in connection with the
transactions contemplated by this instrument, with full power of substitution,
in the name and stead of the Assignor but on behalf of and for the benefit of
the Assignee and its successors and assigns, to demand and receive any and all
of the assets, properties, rights and business hereby conveyed, assigned, and
transferred or intended so to be, and to give receipt and releases for and in
respect of the same and any part thereof, and from time to time to institute
and prosecute, in the name of the Assignor or otherwise, for the benefit of
the Assignee or its successors and assigns, proceedings at law, in equity, or
otherwise, which the Assignee or its successors or assigns reasonably deem
proper in order to collect or reduce to possession or endorse any portion of
the Transferred Assets and to do all acts and things in relation to the assets
which the Assignee or its successors or assigns reasonably deem desirable.
Further, Assignor does hereby convey, assign, transfer, sell and deliver unto
TFCC and its successors and assigns, forever, all of the Assignor's right,
title and interest in, to and under the Escrow Agreement made and entered into
as of October 26, 2006 by and among Industry Ventures Acquisition Fund II
(Aperture), L.P. ("IVAF"), a Delaware limited partnership, and Industry
Ventures Fund IV, L.P. ("IVF") a Delaware limited partnership (IVAF and IVF
are collectively referred to herein as "Purchasers"), Comerica Bank, a
Michigan banking corporation (the "Escrow Holder"), Technology Funding
Partners III Liquidating Trust, a trust formed under the laws of the State
of Delaware, by and through its sole trustee, Technology Funding, Inc., a
California corporation (the "Trust III"), Technology Funding Venture Partners
IV Liquidating Trust, a trust formed under the laws of the State of Delaware,
by and through its sole trustee, Technology Funding, Inc., a California
corporation ("Trust IV") and Technology Funding Venture Partners V Liquidating
Trust, a trust formed under the laws of the State of Delaware, by and through
its sole trustee, Technology Funding, Inc., a California corporation ("Trust
V") in exchange for TFCC agreeing to perform certain tasks and make all
payments to third parties in regard to the preparation of the 2006 Partnership
tax return and 2006 Trust tax return and any examination therefore, preparation
of all beneficiary communications and financial statements which Assignor is
currently obligated to file, and payment for six years of records retention at
not less than $10,000 per year as well as Assignor's obligations for
indemnification or otherwise related to the current SEC examination initiated
by the deficiency letter issued May 17, 2006.
The Assignor hereby constitutes and appoints TFCC and its successors and
assigns as its true and lawful attorneys-in-fact in connection with the
transactions contemplated in the paragraph immediately preceding, with full
power of substitution, in the name and stead of the Assignor but on behalf of
and for the benefit of TFCC and its successors and assigns, to demand and
receive any and all of the assets, properties, rights and business hereby
conveyed, assigned, and transferred or intended so to be, and to give receipt
and releases for and in respect of the same and any part thereof, and from time
to time to institute and prosecute, in the name of the Assignor or otherwise,
for the benefit of TFCC or its successors and assigns, proceedings at law, in
equity, or otherwise, which TFCC or its successors or assigns reasonably deem
proper in order to collect or reduce to possession or endorse any portion of
the Transferred Escrow Account and to do all acts and things in relation to
the assets which TFCC or its successors or assigns reasonably deem desirable.
The instrument shall be binding upon and shall inure to the benefit of the
respective successors and assigns of the Assignor and the Assignee.
This instrument shall be construed and enforced in accordance with the laws
of the State of Delaware, without regard to conflict of law.
IN WITNESS WHEREOF, the undersigned have executed this ▇▇▇▇ of Sale,
Assignment, Acceptance and Assumption Agreement under seal on the date first
above written.
ASSIGNOR
Technology Funding Venture Partners V
Liquidating Trust
By: Technology Funding, Inc. as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
ASSIGNEE
Technology Funding Ltd.,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Partner
TFCC
Technology Funding Capital Corp.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President