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
SAR Exchange AgreementStock Appreciation Right Agreement • August 3rd, 2007 • Ad.Venture Partners, Inc. • Blank checks • Colorado
As you may know, 180 Connect Inc. (the “180 Connect”) has entered into an Arrangement Agreement by and among Ad.Venture Partners, Inc. (“Ad.Venture”), 6732097 Canada Inc., an indirectly wholly-owned subsidiary of Ad.Venture (“Purchaser”), and 180 Connect, pursuant to which Purchaser will acquire all of outstanding shares of 180 Connect (the “Arrangement”). In connection with the Arrangement, Ad.Venture agreed to assume all of 180 Connect’s obligations under its outstanding share appreciation rights. The Arrangement is expected to close on or about August ___, 2007 (the “Closing Date”).
