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.
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.
AMENDMENT NO. 1 TO ARRANGEMENT AGREEMENTArrangement Agreement • July 11th, 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.
AMENDMENT AGREEMENTAmendment Agreement • July 11th, 2007 • Ad.Venture Partners, Inc. • Blank checks • New York
THIS AMENDMENT AGREEMENT (this “Amendment”) is entered into as of July 2, 2007 by and among Laurus Master Fund, Ltd. (“Laurus”), 180 Connect Inc., a Nevada corporation (“180 Connect US”), and each party listed on the signature pages thereto other than 180 Connect US, each guarantor party and Laurus (together with 180 Connect US, each a “Company” and collectively, “Companies”).
