AMENDMENT NO. 2 TO ARRANGEMENT AGREEMENT Effective as of August 6, 2007
AMENDMENT
NO. 2 TO ARRANGEMENT AGREEMENT
Effective
as of August 6, 2007
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.
For
good
and valuable consideration, the parties to the Arrangement Agreement desire
to
amend the Arrangement Agreement as follows:
(I)
Section 8.2(b) of the Arrangement Agreement shall be amended to read in its
entirety as follows:
“8.2(b) Automatic
Termination.
This
Agreement will automatically terminate if the Arrangement shall not have been
consummated by August 31, 2007 unless the Parties otherwise agree in
writing (such date, the “Outside
Date”).”
The
Parties hereby reaffirm and acknowledge that the Arrangement Agreement remains
in full force and effect as of August 6, 2007 as amended by this Amendment
No.
2.
By:
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Chief Executive Officer
6732097
Canada Inc.
By:
s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Chief Executive Officer
180
Connect Inc.
By:
s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Chief Executive Officer
By:
s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Chief Financial Officer