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EXHIBIT 10.3
Executive
Copy
CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS
CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “
Assignment Agreement ”), is entered into as of [
l ],
2008, by and among FA TECHNOLOGY VENTURES CORPORATION, a
Delaware corporation (the “ Assignor ”); FA
TECHNOLOGY HOLDING LLC, a Delaware limited liability company
(the “ Assignee ”); and FATV GP LLC, a
Delaware limited liability company (the “ Consenting
Party ”). Assignor, Assignee and the
Consenting Party are referred to collectively herein as the
“ Parties .”
WITNESSETH
WHEREAS,
the Assignor and the Consenting Party are parties to that
certain Investment Advisory Agreement dated as of October 20,
2000, as well as any amendments thereto (the “
Investment Advisory Agreement ”), by which the
Consenting Party appointed the Assignor as manager and
investment advisor to FA Technology Ventures, L.P. (“
Fund II ”);
WHEREAS,
Assignor and Assignee are parties to that certain Transition
Agreement dated as of April ___, 2008 (the “
Transition Agreement ”) providing, among other
things, for the restructuring of the investment management
arrangements relating to Fund II and the formation of a new
venture capital fund to be sponsored by Assignee;
WHEREAS,
pursuant to the Transition Agreement, the Parties mutually
desire that (i) the Assignor assign to the Assignee all of its
rights and delegate all of its duties and obligations under
the Investment Advisory Agreement; (ii) the Consenting Party
consent to the assignment and delegation contemplated hereby
of the Assignor’s rights, duties and obligations under
the Investment Advisory Agreement and (iii) the Assignee agree
to be bound by, and assume all of the duties and obligations
of the Assignor under the Investment Advisory Agreement;
and
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt and
adequacy of which are expressly acknowledged, the Parties
agree as follows:
1.
Assignment of Rights and Delegation of Duties to Assignee
. Effective as of the date hereof, the Assignor does
hereby assign all of its rights and interests under the Investment
Advisory Agreement to the Assignee, and hereby delegates to the
Assignee all of its duties arising thereunder. The
Assignee hereby accepts such assignment and
delegation.
2.
Assumption of Obligations and Liabilities . The
Assignee does hereby assume each of the obligations of the Assignor
to be performed on or after the date hereof under the Investment
Advisory Agreement and all liabilities of the Assignor thereunder
which arise from action or inaction which takes place on or after
the date hereof.
3.
Consent to Assignment, Assumption and Delegation
. The Consenting Party hereby (a) consents to the
assignment, as
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