REPLACEMENT 9.33% CONVERTIBLE DEBENTURE DUE MARCH 22, 2011Convertible Security Agreement • August 30th, 2007 • 180 Connect Inc. • 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.
REPLACEMENT COMMON STOCK PURCHASE WARRANT To Purchase 206,556 Shares of Common Stock ofSecurity Agreement • August 30th, 2007 • 180 Connect Inc. • 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
REPLACEMENT 9.33% CONVERTIBLE DEBENTURE DUE MARCH 22, 2011Convertible Security Agreement • August 30th, 2007 • 180 Connect Inc. • 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.
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”).
