EXHIBIT 10.11 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the- day of-, 2005, by and among Ad.Venture Partners, Inc., a Delaware corporation (the "COMPANY") and each of the undersigned...Registration Rights Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
UNDERWRITING AGREEMENT between AD.VENTURE PARTNERS, INC. and WEDBUSH MORGAN SECURITIES, INC. Dated: _____________, 2005Underwriting Agreement • August 24th, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
Wedbush Morgan Securities, Inc. As Representative of the several Underwriters 1000 Wilshire Boulevard, 10th floor Los Angeles, California 90017-2465
EXHIBIT 10.8 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2005 by and between Ad.Venture Partners, Inc. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
REPLACEMENT 9.33% CONVERTIBLE DEBENTURE DUE MARCH 22, 2011180 Connect Inc. • August 30th, 2007 • Blank checks • New York
THIS REPLACEMENT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 9.33% Replacement Convertible Debentures of 180 Connect Inc. (formerly known as Ad.Venture Partners, Inc.), a Delaware corporation, having its principal place of business at 6501 E. Belleview Avenue, Englewood, Colorado 80111 (the “Company”), designated as its 9.33% Replacement Convertible Debenture, due March 22, 2011 (this replacement debenture, the “Debenture” and collectively with the other such series of replacement debentures, the “Debentures”). This Debenture replaces that certain convertible debenture of 180 Connect Inc., a corporation incorporated under the laws of Canada (“180 Connect CN”), pursuant to the Arrangement completed on August 24, 2007, whereby the Company assumed the obligations of 180 Connect CN under the originally issued convertible debenture.
WARRANT AGREEMENTWarrant Agreement • August 24th, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
Agreement made as of . 2005 between Ad.Venture Partners, Inc., a Delaware corporation, with offices at 18 W. 18th Street, 11th Floor, New York, New York 10011 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
AD.VENTURE PARTNERS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
This Stock Purchase Agreement (the “Agreement”) is made as of the 12th day of April, 2005, by and between ad.venture partners, inc., a Delaware corporation (the “Company”), and Howard S. Balter (“Purchaser”).
Contract180 Connect Inc. • March 31st, 2008 • Electrical work • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 180 CONNECT INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
REPLACEMENT COMMON STOCK PURCHASE WARRANT To Purchase 206,556 Shares of Common Stock of180 Connect Inc. • August 30th, 2007 • Blank checks
THIS REPLACEMENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the four year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 180 Connect Inc., a Delaware corporation (formerly known as Ad.Venture Partners, Inc.) (the “Company”), up to 206,556 shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This replacement Warrant replaces that certain warrant of 180 C
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • California
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 8th, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
This Agreement is made as of ___, 2005 by and between Ad.Venture Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 18, 2008, BY AND AMONG DIRECTV ENTERPRISES, LLC DTV HSP MERGER SUB, INC. AND 180 CONNECT INC.Agreement and Plan of Merger • April 21st, 2008 • 180 Connect Inc. • Electrical work • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 18, 2008, by and among DirecTV Enterprises, LLC, a Delaware limited liability company (the “Purchaser”), DTV HSP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”) and 180 Connect Inc., a Delaware corporation (the “Company” and, together with the Purchaser and Merger Sub, the “Parties”).
EXHIBIT 10.12 [FORM OF WARRANT PURCHASE COMMITMENT AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF MESSRS. BALTER AND SLASKY.] Wedbush Morgan Securities 1000 Wilshire Blvd., 10th Floor Los Angeles, CA 90017 RE: AD.VENTURE...Ad.Venture Partners, Inc. • August 8th, 2005 • Blank checks • New York
DIRECTV, INC.Home Services Provider Agreement • March 31st, 2008 • 180 Connect Inc. • Electrical work • California
This Home Services Provider Agreement (including all Exhibits and Schedules hereto, this “Agreement”) is entered into this first (1st) day of May, 2007 (the “Effective Date”), between DIRECTV, Inc., a California corporation (“DIRECTV”), and 180 Connect, Inc. (“Contractor”). DIRECTV and Contractor may also be collectively referred to herein as the “Parties.”
REPLACEMENT 9.33% CONVERTIBLE DEBENTURE DUE MARCH 22, 2011180 Connect Inc. • August 30th, 2007 • Blank checks • New York
THIS REPLACEMENT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 9.33% Replacement Convertible Debentures of 180 Connect Inc. (formerly known as Ad.Venture Partners, Inc.), a Delaware corporation, having its principal place of business at 6501 E. Belleview Avenue, Englewood, Colorado 80111 (the “Company”), designated as its 9.33% Replacement Convertible Debenture, due March 22, 2011 (this replacement debenture, the “Debenture” and collectively with the other such series of replacement debentures, the “Debentures”). This Debenture replaces that certain convertible debenture of 180 Connect Inc., a corporation incorporated under the laws of Canada (“180 Connect CN”), pursuant to the Arrangement completed on August 24, 2007, whereby the Company assumed the obligations of 180 Connect CN under the originally issued convertible debenture.
AMENDMENT NO. 1 TO ARRANGEMENT AGREEMENTArrangement Agreement • July 9th, 2007 • Ad.Venture Partners, Inc. • Blank checks
This Amendment No. 1 (this “Amendment”) to the Arrangement Agreement (the “Arrangement Agreement”) dated March 13, 2007, between 6732097 Canada Inc., Ad.Venture Partners, Inc. (“Parent”) and 180 Connect Inc. (the “Company”) is executed as of July 2, 2007. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Arrangement Agreement.
UNIT PURCHASE OPTION CLARIFICATION AGREEMENTUnit Purchase Option Clarification Agreement • March 31st, 2008 • 180 Connect Inc. • Electrical work • New York
This Unit Purchase Option Clarification Agreement (this “Agreement”), dated as of September 30, 2007, between 180 Connect Inc., a Delaware corporation (f/k/a Ad.Venture Partners, Inc., a Delaware corporation) (the “Company”) and Wedbush Morgan Securities Inc. (“Option Holder”), is to amend the Underwriter Unit Purchase Option, dated as of August 25, 2005 (the “Option”), issued by Ad.Venture Partners, Inc. to (“Option Holder”).
Restricted Stock Units AgreementRestricted Stock Units Agreement • September 10th, 2007 • 180 Connect Inc. • Blank checks
This Restricted Stock Units Agreement (the “Agreement”) confirms the grant on ______ ___, 200___ (the “Grant Date”) by 180 CONNECT, INC., a Delaware corporation (the “Company”), to «First_Name» «Last_Name» (“Employee”), for the purposes set forth in Section 1 of the Plan, of Restricted Stock Units (the “RSUs”), as follows:
DIRECTV, INC.2005 Home Services Provider Agreement • July 12th, 2007 • Ad.Venture Partners, Inc. • Blank checks • California
This Home Services Provider Agreement (including all Exhibits and Schedules hereto, this "Agreement") is entered into this first (1st) day of June, 2005 (the “Effective Date”), between DIRECTV, Inc., a California corporation ("DIRECTV"), and 180 Connect, Inc. d/b/a/ Ironwood Communications, Inc. ("Contractor"). DIRECTV and Contractor may also be collectively referred to herein as the “Parties.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2007 • 180 Connect Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 24, 2007, by and among Ad.Venture Partners, Inc., a Delaware corporation (the “Company”), and each of the undersigned parties listed under Insiders on the signature page hereto (each, an “Insider” and collectively, the “Insiders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 24th, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
This Agreement is made as of ___, 2005 by and between Ad.Venture Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
VOTING AGREEMENTVoting Agreement • April 21st, 2008 • 180 Connect Inc. • Electrical work • Delaware
THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April , 2008, by and between DirecTV Enterprises, LLC, a Delaware limited liability company (the “Purchaser”) and (the “Stockholder”).
ContractAd.Venture Partners, Inc. • July 11th, 2007 • Blank checks • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 180 CONNECT INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • March 31st, 2008 • 180 Connect Inc. • Electrical work • New York
This Warrant Clarification Agreement (this “Agreement”), dated as of September 30, 2007, between 180 Connect Inc., a Delaware corporation (f/k/a Ad.Venture Partners, Inc., a Delaware corporation) (the “Company”) and Continental Stock Transfer & Trust Company, a New York Corporation (“Continental Stock Transfer & Trust Company”), is to the Warrant Agreement, dated as of August 25, 2005 (the “Warrant Agreement”), by and between Ad.Venture Partners, Inc. and Continental Stock Transfer & Trust Company.
WEDBUSH MORGAN SECURITIES INC. As representative of the several Underwriters 1000 Wilshire Blvd., 10th Floor Los Angeles, CA 90017 Re: Ad.Venture Partners, Inc. Initial Public Offering - Letter Agreement Dear Ladies and Gentlemen: This letter is being...Ad.Venture Partners, Inc. • July 1st, 2005 • Blank checks
Stock Option AgreementStock Option Agreement • September 10th, 2007 • 180 Connect Inc. • Blank checks
This Stock Option Agreement (the “Agreement”) confirms the grant on ______ ___, 200_ (the “Grant Date”) by 180 CONNECT, INC., a Delaware corporation (the “Company”), to «First_Name» «Last_Name» (“Employee”), for the purposes set forth in Section 1 of the Plan, of options to purchase shares of the Company’s Common Stock (“Stock Options”), par value $0.0001 per share (the “Shares”), at the exercise price specified below pursuant to Section 7 of the Plan, as follows:
VOTING AGREEMENTVoting Agreement • March 15th, 2007 • Ad.Venture Partners, Inc. • Blank checks • New York
This Voting Agreement (“Agreement”) is entered into as of March 13, 2007, by and between Ad.Venture Partners, Inc., a Delaware corporation (“Parent”), and ____________________1 (“Shareholder”).
NOTEAd.Venture Partners, Inc. • January 30th, 2007 • Blank checks
FOR VALUE RECEIVED, Ad.Venture Partners, Inc. (the “Obligor”), HEREBY PROMISES TO PAY to the order of _______________ (the “Lender”), on demand made at any time the aggregate unpaid principal amount of all loans, advances, or financial accommodations made or granted by the Lender to, or for the benefit of, the Obligor, on such dates as shown in Schedule A attached hereto. Payments are to be made in lawful currency of the United States of America in same-day or immediately available funds.
Englewood, CO 80111Ad.Venture Partners, Inc. • July 11th, 2007 • Blank checks • New York
We refer to the transactions contemplated by (i) that certain Arrangement Agreement, dated March 13, 2007, by and among 6732097 Canada Inc., a corporation incorporated under the laws of Canada, Ad.Venture Partners, Inc. (“AVP”), a Delaware corporation and 180 Connect, Inc. (“180 Connect”), a corporation incorporated under the laws of Canada (the “180 Connect/AVP Transaction”) and (ii) that certain Bridge Financing (the “Bridge Financing Transaction”) with 180 Connect and Laurus Master Fund, Ltd. (“Laurus”). This letter agreement sets forth certain understandings and agreements we have reached in connection with the 180 Connect/AVP Transaction and the Bridge Financing Transaction.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2008 • 180 Connect Inc. • Electrical work • Colorado
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
COOPERATION AGREEMENTCooperation Agreement • April 21st, 2008 • 180 Connect Inc. • Electrical work • Delaware
This Cooperation Agreement (this “Agreement”), dated as of April 18, 2008, is made by and among DTV HSP Merger Sub, Inc., a Delaware corporation (“Merger Sub”), 180 Connect Inc., a Delaware corporation (the “Company”), and UniTek USA, LLC, a Delaware limited liability company (“UniTek”).
March 10, 2008 Englewood, CO 80111 Ladies and Gentlemen:180 Connect Inc. • May 15th, 2008 • Electrical work • New York
Reference is hereby made to those certain Home Services Provider Agreements dated as of May 1, 2007 (as amended, restated, supplemented or otherwise modified, the “HSP Agreements”) between DIRECTV, Inc., a California corporation (“DIRECTV”) and each of the Companies. Capitalized terms defined in the HSP Agreements and used in this letter agreement (this “Letter Agreement”) without definition shall have the meanings ascribed to such terms in the HSP Agreements.
ARRANGEMENT AGREEMENTVoting Agreement • March 15th, 2007 • Ad.Venture Partners, Inc. • Blank checks • Alberta
AMENDMENT NO. 2 TO ARRANGEMENT AGREEMENT Effective as of August 6, 2007Arrangement Agreement • August 9th, 2007 • Ad.Venture Partners, Inc. • Blank checks
Reference is made to the Arrangement Agreement dated March 13, 2007, as amended by Amendment No. 1 dated July 2, 2007, between 6732097 Canada Inc., Ad.Venture Partners, Inc. and 180 Connect Inc. (the “Arrangement Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Arrangement Agreement.
AD.VENTURE PARTNERS, INC.Ad.Venture Partners, Inc. • April 24th, 2007 • Blank checks
Ad.Venture Partners, Inc. hereby agrees to furnish supplementally a copy of any omitted schedule to the Arrangement Agreement, dated March 13, 2007, by and among 6732097 Canada Inc., Adventure Partners, Inc. and 180 Connect Inc., to the Securities and Exchange Commission upon request.
Englewood, Colorado 80111Employment Agreement • August 3rd, 2007 • Ad.Venture Partners, Inc. • Blank checks • Delaware
Reference is made to (i) that certain amended director employment agreement (the “Employment Agreement”), effective as of September 30, 2006, between you and 180 Connect, Inc., a Nevada corporation (the “Company”), and (ii) that certain Arrangement Agreement, dated as of March 13, 2007, by and among the Company, 6732097 Canada Inc. (“Purchaser”), a corporation incorporated under the laws of Canada and an indirect wholly-owned subsidiary of Ad.Venture Partners, Inc., a Delaware corporation (“Parent”), and Parent, as amended by Amendment No. 1 thereto dated as of July 2, 2007 (as so amended, the “Arrangement Agreement”), pursuant to which, subject to the terms and conditions thereof, the Purchaser and the Parent will acquire all of the issued and outstanding common shares of the Company and assume the obligation to issue common stock upon exercise of the Company Options, the Company SARs and Company Warrants (each as defined in the Arrangement Agreement) and conversion of the Convertible
