Exhibit 99.1
XXXX OF SALE, ASSIGNMENT, ACCEPTANCE
AND ASSUMPTION AGREEMENT
This XXXX OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT, made,
executed and entered into as of December 29, 2006, by and among Technology
Funding Partners III 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.
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.
Dakota Arms, Inc.
Dakota Holdings, LLC
Impres Medical, Inc.
Triangle Biomedical Sciences, Inc.
Xxxxxxxxx, Xxxxxxx and Xxxx Limited Partnership
Columbine Venture Fund II, L.P.
Delphi Ventures, L.P.
Medical Science Partners, L.P.
O, W&W Pacrim Investments Limited
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, Xxxxxxx 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.
NOW, THEREFORE, in consideration of the foregoing premises and for the
following purchase prices:
CareCentric Solutions, Inc. - $1
Dakota Arms, Inc. - $100
Dakota Holdings, LLC - $100
Impres Medical, Inc. - $100
Triangle Biomedical Sciences, Inc. - $1
Xxxxxxxxx, Xxxxxxx and Xxxx Limited Partnership - $10
Columbine Venture Fund II, L.P. - $10
Delphi Ventures, L.P. - $10
Medical Science Partners, L.P. - $10
O, W&W Pacrim Investments Limited- $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 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.
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 Xxxx of Sale,
Assignment, Acceptance and Assumption Agreement under seal on the date first
above written.
ASSIGNOR
Technology Funding Partners III
Liquidating Trust
By: Technology Funding, Inc. as Trustee
By: /s/ Xxxxxxx X. Xxxxxx, President
ASSIGNEE
Technology Funding Ltd.,
By: /s/ Xxxxxxx X. Xxxxxx, General Partner
