Exhibit
99.1
BILL OF SALE, ASSIGNMENT, ACCEPTANCE
AND ASSUMPTION AGREEMENT
This BILL 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, Burnham
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
