PARTNERSHIP INTERESTS PURCHASE AGREEMENT Between ALLIANCE SEMICONDUCTOR CORPORATION, and ALLIANCE VENTURE MANAGEMENT, LLC. Dated: December 1, 2006Partnership Interests Purchase Agreement • December 7th, 2006 • Alliance Semiconductor Corp /De/ • Semiconductors & related devices • California
This Partnership Interests Purchase Agreement (this “Agreement”) is entered into as of this 1st day of December, 2006 (the “Closing Date”) by and between Alliance Semiconductor Corporation, a Delaware corporation (“Buyer”) and Alliance Venture Management, LLC, a California limited liability company (“Seller”).
MANAGEMENT AGREEMENTManagement Agreement • December 7th, 2006 • Alliance Semiconductor Corp /De/ • Semiconductors & related devices • California
This Management Agreement (this “Management Agreement”) is made as of the 1st day of December, 2006, by and between ALSC VENTURE MANAGEMENT, LLC, a California limited liability company and each of the following partnerships: ALLIANCE VENTURES I, L.P., ALLIANCE VENTURES II, L.P., ALLIANCE VENTURES III, L.P., ALLIANCE VENTURES IV, L.P. and ALLIANCE VENTURES V, L.P., each a California limited partnership (each such partnership being referred individually as a “Partnership” and collectively as the “Partnerships”).
MUTUAL RELEASEMutual Release • December 7th, 2006 • Alliance Semiconductor Corp /De/ • Semiconductors & related devices • California
THIS MUTUAL RELEASE (“Agreement”) is made and entered into as of this 1st day of December, 2006, by and between Alliance Semiconductor Corporation, a Delaware corporation (“ALSC”), for itself and its capacity as sole limited partner of Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P. and Alliance Ventures V, L.P. (collectively the “Partnerships”) each of the Partnerships, and ALSC Venture Management, LLC, a California limited liability company (“ALSC Venture”) on one hand, and Alliance Venture Management, LLC, a California limited liability company (“AVM”) for itself and in its capacity as the former sole general partner and special limited partner of each of the Partnerships, on the other hand.
PURCHASE AGREEMENT REGARDING LIMITED PARTNERSHIP INTEREST IN ALLIANCE VENTURES I, L.P., ALLIANCE VENTURES II, L.P., ALLIANCE VENTURES III, L.P., ALLIANCE VENTURES IV, L.P. and ALLIANCE VENTURES V, L.P. each, a California limited partnership and...Purchase Agreement Regarding • December 7th, 2006 • Alliance Semiconductor Corp /De/ • Semiconductors & related devices • California
This Purchase Agreement Regarding Limited Partnership Interests in Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P. and Alliance Ventures V, L.P. and all interest in ALSC Venture Management, LLC, the general partner of each such partnership (this “Agreement”) is made as of the date when the last Party to sign this Agreement signs the same; provided, however, that such date shall not occur later than December 11, 2006 (the “Effective Date”) by and between Alliance Semiconductor Corporation (“Seller”) and QTV Capital Limited (“Purchaser”). Seller and Purchaser are also referred to individually as a “Party” and together as the “Parties.”
