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MUTUAL RELEASE

Release Agreement

MUTUAL RELEASE | Document Parties: Alliance Semiconductor Corporation,  | Alliance Ventures I, L.P.,  | Alliance Ventures II, L.P.,  | Alliance Ventures III, L.P.,  | Alliance Ventures IV, L.P. | Alliance Venture Management, LLC, You are currently viewing:
This Release Agreement involves

Alliance Semiconductor Corporation, | Alliance Ventures I, L.P., | Alliance Ventures II, L.P., | Alliance Ventures III, L.P., | Alliance Ventures IV, L.P. | Alliance Venture Management, LLC,

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Title: MUTUAL RELEASE
Date: 12/7/2006
Industry: Semiconductors     Sector: Technology

MUTUAL RELEASE, Parties: alliance semiconductor corporation   , alliance ventures i  l.p.   , alliance ventures ii  l.p.   , alliance ventures iii  l.p.   , alliance ventures iv  l.p. , alliance venture management  llc
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Exhibit 10.2

MUTUAL RELEASE

     THIS MUTUAL RELEASE (“Agreement”) is made and entered into as of this 1 st 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.

RECITALS:

           A. On May 3, 2006, Alliance Semiconductor Corporation removed Alliance Venture Management, LLC as general partner and named ALSC Venture Management as a new general partner. Alliance Venture Management LLC now holds a limited partner interest in each partnership pursuant to the provisions of California law and will retain its capital account as computed through May 3, 2006 but will not accrue further increases, or decreases for loss allocations, in its capital account.

           B. Pursuant to a Memorandum of Understanding dated as of May 17, 2006 (“MOU”) the parties have agreed that the agreement of limited partnership for each of the Partnerships shall be amended to remove from each such partnership agreement the provisions for allocating 15% of net profits from portfolio investments to the general partner and to remove the existing provisions in paragraph 4.2 regarding payment of a management fee, and that there will be no further payments of compensation to AVM for past or future services as general partner of the Partnerships.

           C. The parties have agreed that Alliance Venture Management, LLC will sell its partnership interests to ALSC for $400,000 (from all Partnerships in the aggregate), and for the allocation to ALSC Venture of 2% (two percent) of the gross sales proceeds from the investments in any partnership’s portfolio, including proceeds from a liquidity event such as an IPO or a sale of the portfolio company (which payments may be made in kind at the applicable Partnership’s option).

           D. The parties have agreed that V.R. Ranganath will be employed or will consult with ALSC Venture for compensation of $300,000 per year plus payment of reasonable and defined expenses.

           E. AVM, ALSC, ALSC Venture and each of the Partnerships have agreed to enter into a complete release of all claims, known and unknown, with respect to rights and claims concerning the Partnerships, except for obligations created by the MOU as described in the preceding recitals (the “MOU Agreements”), and provided that the indemnification provisions contained in section 5.7 of each of the partnership agreements shall survive.

      NOW THEREFORE, for good and valuable consideration (including the execution and delivery of the releases set forth in this Agreement), the receipt and sufficiency of which is hereby acknowledged, ALSC, the Partnerships and AVM hereby agree as follows:

 


 

1. Releases .

           (a) ALSC, ALSC Venture and each of the Partnerships hereby releases and forever discharges AVM and all of its respective successors, assigns, managers, officers, agents, employees and members, and each of them (collectively, the “AVM Released Parties”), of and from any and all claims, damages, demands, debts, liabilities, losses, obligations, suits, actions and causes of action, of every kind and character whatsoever, at law or in equity, whether known or unknown, which ALSC or any of the Partnership ever had, now has or hereafter may have against any of the AVM Released Parties, arising out of or in any way relating to the Partnerships, all activities of the Partnership and the acts or omissions of AVM in connection with the Partnerships since the beginning of time through the date of this Agreement (the “Released Matters”).

           (b) AVM hereby releases and forever discharges ALSC, ALSC Venture, each of the


 
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