PURCHASE AGREEMENT REGARDING

Exhibit 2.1

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

GENERAL PARTNERSHIP INTEREST

IN

ALSC VENTURE MANAGEMENT, LLC
a California limited liability company

By and Between

ALLIANCE SEMICONDUCTOR CORPORATION
a Delaware corporation
("Seller")

and

QTV CAPITAL LIMITED
a Cayman Islands Limited Duration Company
("Purchaser")

TABLE OF CONTENTS

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TABLE OF CONTENTS
(continued)

PURCHASE AGREEMENT REGARDING
LIMITED PARTNERSHIP INTERESTS and GENERAL PARTNERSHIP
INTEREST

     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 ."

WHEREAS:

     A. Seller, a Delaware corporation, is the sole limited partner of each California limited partnership set forth below (each, a " Partnership ," and collectively, the " Partnerships ") and is able to convey all the limited partnership interests in each Partnership (together, the " Limited Partnership Interest ") and, by reason of owning one hundred percent (100.0%) of the ownership interests in the general partner of each Partnership, owns one hundred percent (100.0%) of the interests in each Partnership, pursuant to the terms of the respective agreements (each a " Partnership Agreement " and collectively, the " Partnership Agreements ") set forth below:

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     B. The sole General Partner of each Partnership is ALSC Venture Management, LLC (the " General Partner "). Seller owns a one hundred percent interest in the General Partner (the " General Partnership Interest ").

     C. The Partnerships collectively own assets consisting of various portfolio securities, which are set forth on Schedule 2.1(g)(i) , hereto.

     D. Seller desires to sell its Limited Partnership Interest and, by selling the interests in the General Partner, the General Partnership Interest to Purchaser, and Purchaser desires to buy such Limited Partnership Interest and General Partnership Interest according to the terms of this Agreement.

NOW, THEREFORE,

     In consideration of the premises and the mutual terms and conditions herein contained, the parties hereby agree as follows:

ARTICLE 1.
PURCHASE AND SALE

          1.1 Agreement to Sell and Purchase . Subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants herein set forth, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Limited Partnership Interest and, by purchasing all ownership interests in the General Partner, the General Partnership Interest owned by Seller; provided, however , that those assets set forth on Schedule 2.1(f) hereto (the " Excluded Assets ") shall not be owned by any of the Partnerships as of the Closing in accordance with Section 4.6 , and shall not be sold to Purchaser pursuant to this Agreement.

          1.2 Purchase Price . As consideration for the Limited Partnership Interest and General Partnership Interest to be sold by Seller, Purchaser agrees to pay to Seller a single lump sum purchase price of One Hundred Twenty Three Million Six Hundred Thousand Dollars ($123,600,000) (the " Purchase Price "). Purchaser shall deliver the Purchase Price, subject to adjustment pursuant to the provisions of Section 4.3 , to an account designated by Seller by bank wire transfer of immediately available funds on the Closing Date.

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ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF SELLER

          2.1 Representations and Warranties by Seller . Seller makes the following representations and warranties to Purchaser, as of the Effective Date and as of the Closing Date, except that any particular representation or warranty contained in this Article 2 that is made as of an otherwise specified date shall be deemed to be made as of such date:

               (a)  Authority Relative to Agreement . Subject to Seller obtaining the requisite Stockholders’ Approval (as defined in Section 4.4(a) ) as required by Delaware General Corporation Law (the " DGCL "), Seller has all requisite power and authority to enter into this Agreement and to carry out its obligations under this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller’s board of directors, and other approvals except for the Stockholders’ Approval are required on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms. Subject to obtaining the requisite Stockholders’ Approval, Seller has the requisite power and authority to enter into the other agreements to be executed and delivered by Seller pursuant to this Agreement. Seller is the sole limited partner of each Partnership and owns one hundred percent (100.0%) of the interests in each Partnership. Seller owns one hundred percent (100.0%) of the ownership interests in the general partner of each Partnership. Other than Seller, no entity or Person is entitled to any economic or other interests in any of the Partnerships or the General Partner.

               (b)  Organization, Good Standing and Qualification . Each Partnership is a limited partnership and the General Partner is a limited liability company, in each case duly organized, validly existing and in good standing under the laws of the State of California. Each of the Partnerships and the General Partner has all requisite power and authority to own and operate its properties and assets. Each of the Partnerships and the General Partner is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, as now conducted or as now proposed to be conducted.

               (c)  Absence of Breach . The execution, delivery, and performance of this Agreement by Seller and the other agreements to be executed and delivered pursuant to this Agreement by Seller do not and will not: (i) violate or conflict with any provisions of Seller’s Certificate of Incorporation, as amended, or Bylaws or any term of any of the Partnership Agreements and Limited Liability Company Operating Agreements entered into by the General Partner and Seller, (ii) contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other governmental authority which affects or binds Seller or the Limited Partnership Interest or General Partnership Interest owned by Seller, (iii) conflict with, result in a breach of or default, or trigger any rights of first refusal or other preemptive rights under the Investment Agreements (as defined below) or any material agreement, indenture, loan or

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credit agreement to which Seller is a party or to which Seller is bound, or (iv) violate any law, rule or regulation applicable to Seller.

               (d)  No Consents . Other than the Stockholders’ Approval as required by the DGCL, the execution and delivery of this Agreement by Seller and the performance by Seller of the transaction contemplated by this Agreement (the " Transaction ") and of all other instruments, agreements, certificates and documents contemplated hereby does not and will not require the authorization, consent, or approval of, require a filing with or notice to, any third party or entity (governmental or otherwise).

               (e)  Ownership of Limited Partnership Interest and General Partnership Interest . Seller is the sole legal, beneficial and equitable owner of the Limited Partnership Interest and the General Partnership Interest.

               (f)  Obligations . There are no obligations of Seller, the General Partner or any Partnership owing to, or claimed by, Alliance Venture Management, LLC or any past or current managers, members, or employees or any other individual who may have participated in the management of the investment funds of any of the Partnerships or the General Partner, including but not limited to: (i) for payment of salary for services rendered on or prior to the Effective Date, (ii) reimbursement for expenses incurred on behalf of the General Partner or a Partnership or (iii) for management fees or other compensation or obligation.

               (g)  Assets Held by Partnerships . Schedule 2.1(g)(i) contains a list of the investments held by each Partnership to be sold to Purchaser pursuant to this Agreement (collectively, the " Securities "). Each Partnership has good and marketable title to its investments held by such Partnership, subject to no mortgage, pledge, lien, lease, encumbrance, charge, hypothecation, security interest, equity, trust, equitable interest, claim, right of possession, encroachment, covenant, order, option, impediment, exception, reservation, limitation, imperfection of title, or restriction, and further, subject to no right of first refusal or preemptive right that would conflict with or otherwise impede the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. To Seller’s Knowledge (as defined below), Schedule 2.1(g)(ii) sets forth all of the purchase agreements, investor rights agreements, shareholder agreements, and similar agreements pertaining to the Securities to which Seller or any Partnership is a party. Copies of all of the agreements listed on Schedule 2.1(g)(ii) (the " Investment Agreements ") and the business, accounting and financial records pertaining to each Partnership have been made available to Purchaser. Other than set forth on Schedule 2.1(g)(ii) , there are no agreements to which Seller or any Partnership is a party or is otherwise bound, which would (i) materially affect the rights, duties or obligation of Purchaser or any Partnership with respect to any entity in which a Partnership owns portfolio Securities; or (ii) materially impair the rights or preferences of the Securities. Neither Seller nor any Partnership is in breach or default with respect to any of the Investment Agreements, and to Seller’s Knowledge, no other individual or entity is in breach or default with respect to an Investment Agreement to which such individual or entity is a party. For purposes of this Agreement, the term " Knowledge " means, with respect to a Party hereto and with respect to any matter in question, that any

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of the executive officers of such Party has actual knowledge of such matter after making due inquiries of all relevant officers and managers of such Party having responsibility for the matter in question.

               (h)  Excluded Assets . Schedule 2.1(h) sets forth a list of the Excluded Assets. None of the Partnerships or the General Partner shall be subject to any liabilities, contingent or otherwise, or obligations relating to or arising out of the Excluded Assets upon the Closing.

               (i)  Litigation . There is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, currently threatened in writing against Seller, any Partnership or the General Partner that questions the validity of this Agreement or the right of Seller to enter into this Agreement, or to consummate the Transaction, nor is Seller aware that there is any basis for any of the foregoing. There is no action, suit, proceeding or investigation by or against Seller, any Partnership or the General Partner currently pending, the subject of which relates materially to any Partnership or the General Partner, nor is Seller aware that there is any basis for any of the foregoing.

               (j)  Tax Matters . Except as disclosed on Schedule 2.1(j) , each of the tax returns required to be filed by or on behalf of the Partnerships and the General Partner with any governmental body on or before the Closing Date (the "Tax Returns"): (i) has been or will be filed on or before the applicable due date (including any extensions of such due date); and (ii) has been, or will be when filed, prepared in all material respects in compliance with all applicable legal requirements. All amounts shown on such returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date (as defined in Section 6.1 ). There are no liens for taxes upon the assets of the General Partnership or any of the Partnerships, except liens for taxes not yet due. Neither the General Partnership nor any of the Partnerships has any liability for unpaid taxes, whether asserted or unasserted, contingent or otherwise. To Seller’s Knowledge, neither the General Partnership nor any of the Partnerships are currently subject to or has been subject since its inception to any tax examination or audit by any governmental body. !

               (k)  Liabilities; Compliance with Laws . None of the Partnerships or the General Partner has any material liabilities and, to the best of its knowledge, Seller knows of no material contingent liabilities except current liabilities incurred in the ordinary course of business which have not been, either in any individual case or in the aggregate, materially adverse. None of the Partnerships or the General Partner is in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect its assets and liabilities.

          2.2 Knowledge . To the Knowledge of Seller, its representations and warranties contained in this Article 2 are true and correct in all material respects and do not contain any representation or warranty that is false, misleading or incomplete with

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respect to a material fact or omit any material fact necessary to make such representations and warranties not false or misleading. The Parties agree that, except for the representations and warranties made by Seller in Section 2.1 hereof, the Limited Partnership Interest and General Partnership Interest are being sold to Purchaser by Seller on an "as-is" basis, without warranty of any kind.

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER

          3.1 Representations and Warranties of Purchaser . Purchaser makes the following representations and warranties to Seller, as of the Effective Date and as of the Closing Date, except that any particular representation or warranty contained in this Article 3 that is made as of an otherwise specified date shall be deemed to be made as of such date:

               (a)  Authority Relative to Agreement . Purchaser has the requisite power and authority to enter into this Agreement and to carry out its obligations under this Agreement. The execution, delivery and performance of this Agreement by Purchaser have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms. Purchaser has all requisite power and authority to enter into the other agreements to be executed and delivered by Purchaser pursuant to this Agreement.

               (b)  Absence of Breach . The execution, delivery, and performance of this Agreement by Purchaser and the other agreements to be executed and delivered pursuant to this Agreement by Purchaser do not and will not: (i) violate or conflict with any provisions of the organizational documents of Purchaser, (ii) contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other governmental authority which affects or binds Purchaser, (iii) conflict with or result in a breach of or default under any material agreement, indenture, loan or credit agreement to which Purchaser is a party or to which Purchaser is bound, or (iv) violate any law, rule or regulation applicable to Purchaser.

               (c)  No Consents . The execution and delivery by Purchaser of this Agreement and the performance by Purchaser of the Transaction and of all other instruments, agreements, certificates and documents contemplated hereby does not and will not require the authorization, consent, or approval of, require a filing with or notice to, any third party or entity (governmental or otherwise). Purchaser has adequate funds to complete the purchase contemplated by this Agreement and no consent of, or agreement to fund by, any lender or owner of Purchaser is required for such completion that has not been given.

               (d)  Funding Commitment . Purchaser has received a duly executed and valid letter agreement from Pantheon Ventures, Inc., a copy of which has been delivered to Seller, pursuant to which Pantheon Ventures, Inc. has approved a form

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of this Agreement and confirmed that it has obtained all approvals needed to commit the funds required to pay the Purchase Price upon the consummation of the Transaction.

          3.2 Knowledge . To the Knowledge of Purchaser, its representations and warranties contained in this Article 3 are true and correct in all material respects and do not contain any representation or warranty that is false, misleading or incomplete with respect to a material fact or omit any material fact necessary to make such representations and warranties not false or misleading.

ARTICLE 4.
CERTAIN COVENANTS

          4.1 Consummation of Transaction . Subject to the terms and conditions stated herein, each Party will take or authorize every action reasonably required of it to satisfy the conditions to Closing set forth in this Agreement on or before the Closing Date (as defined in Section 6.1 ) and otherwise to ensure the prompt and expeditious consummation of the transactions substantially as contemplated by this Agreement.

          4.2 Accuracy of Representations and Warranties . Each Party agrees that prior to the Closing Date (as defined in Section 6.1 ), promptly upon either Party becoming aware of any breach of any of its representations and warranties contained in this Agreement, such Party shall give written notice thereof to the other Party and shall use all commercially reasonable efforts to prevent or promptly remedy the same. Promptly upon either Party becoming aware of any circumstance which would cause the representations and warranties made by such Party to become untrue, such Party shall give written notice thereof to Purchaser and shall use all commercially reasonable efforts to prevent or promptly remedy the same.

          4.3 Additional Trading Activity by Seller .

               (a)  Additional Investment Activity Prior to Closing . Seller covenants that, prior to any Partnership making a decision regarding whether or not to invest or purchase portfolio securities (an "Investment Decision"), or to sell any of the Securities in its portfolio (each such investment or sale, a "Trade") after the date hereof and before the Closing Date, Seller shall provide Purchaser with written notice (the "Trade Notice") at least five (5) business days in advance of any such Investment Decision or Trade. Further, any such Investment Decision or Trade shall be made only with the written consent of Purchaser; provided , that if a Trade consists of a disposition of portfolio securities in a transaction which Seller or the applicable Partnership does not control, Seller shall cause the applicable Partnership to retain the after-tax proceeds of such Trade as contemplated by Section 4.3(b) below.

               (b)  Effect on Purchase Price . In the event that a Trade after the date hereof and prior to the Closing Date is an investment, the Purchase Price shall be increased dollar for dollar by the gross amount of each such additional investment. In the event that any Trade by a Partnership after the date hereof and prior to the Closing Date is a sale, the amount of the proceeds from such sale, net of federal and state tax

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obligations computed at the maximum applicable rates, shall remain with the Partnership, and the portion of such proceeds representing the tax attributable to the sale shall be distributed to Seller.

          4.4 Seller Stockholder Approval; Proxy Statement .

               (a)  Stockholder Approval . Seller, acting through its board of directors, shall: (i) duly call and give notice of a meeting of its stockholders (the " Stockholders’ Meeting ") for the purpose of considering and adopting and approving this Agreement and Transaction contemplated hereby by the affirmative vote of the holders of a majority of the shares of Seller’s Common Stock outstanding on the record date for the Stockholders’ Meeting and entitled to vote, as required by the DGCL (the " Stockholders’ Approval "); (ii) hold the Stockholders’ Meeting as soon as practicable, but no longer than 60 days, following the earlier of (A) receipt and resolution of comments by the Securities and Exchange Commission (the " SEC ") on the Proxy Statement (as defined below), or (B) in the absence of SEC comments, the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"); provided, however , that if Seller reasonably believes, upon advice of counsel, that an amendment or supplement to the Proxy Statement is necessary to comply with applicable rules under the Exchange Act after the Proxy Statement is first distributed to stockholders, Seller shall use its best efforts to complete and file with the SEC such amendment or supplement as quickly as practicable, and in no event shall such amendment or supplement delay the Stockholders’ Meeting by more than 15 additional days; (iii) subject to its fiduciary duties under applicable law, recommend to its stockholders the approval and adoption of this Agreement and the transactions contemplated hereby and take all reasonable and lawful action to solicit and obtain such approval and adoption (the " Seller Recommendation "), (iv) include the Seller Recommendation in the Proxy Statement (as defined below), and (v) subject to Section 4.5 hereof, shall not withdraw or adversely modify such recommendation. The record date for the Stockholders’ Meeting shall be a date chosen by the Seller’s board of directors.

               (b) Proxy Statement . As soon as practicable after the execution of this Agreement, Seller shall prepare and file a proxy statement (such proxy statement, and any amendments or supplements thereto, the " Proxy Statement ") with the SEC with respect to the Stockholders’ Meeting. Seller shall cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and provide Purchaser with a reasonable opportunity to review and comment on drafts of the Proxy Statement. Seller shall promptly notify Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will provide Purchaser, if requested, copies of all correspondence between Seller or any of Seller’s Representatives (as defined below), on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Seller shall provide Purchaser with reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement and any related correspondence and filings. Seller agrees to use its reasonable best efforts to respond promptly to all such comments of and requests by the SEC. Purchaser shall furnish Seller

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with all information concerning it as Seller may reasonably request in connection with the preparation of the Proxy Statement. As promptly as practicable after all comments with respect to the Proxy Statement shall have been accommodated and definitive proxy materials shall have been filed, Seller shall mail the Proxy Statement to its stockholders.

          4.5 No Solicitation of Transactions .

               (a)  No Solicitation . Prior to the earlier of (A) the Closing Date or (B) the t