Exhibit 10.50
UNIT PURCHASE OPTION
CLARIFICATION AGREEMENT
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”).
WHEREAS , the parties hereto
desire to amend the Option to clarify that the Option Holder does
not have the right, and did not have the right at the time of
issuance of the Option, to receive a net cash settlement in the
event the Company does not maintain a current prospectus relating
to the units, common stock and warrants issuable upon exercise of
the Option at the time such Option is exercisable.
NOW, THEREFORE , in
consideration of the mutual agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree to amend the Option as set forth
herein.
4. Option . The
undersigned hereby agree that the Option is hereby amended by
adding the following as Section 2.4 to the Option:
“2.4 No Exercise of Purchase
Option if a Registration Statement is not Effective .
Notwithstanding anything herein to the contrary, the Company shall
not be obligated to deliver any securities pursuant to the exercise
of this Purchase Option unless (i) a registration statement
under the Act with respect to the Units, Warrants and Common Stock
issuable upon such exercise is effective, or (ii) in the
opinion of counsel to the Company or counsel to the Holder
reasonably satisfactory to the Company, the exercise of this
Purchase Option is exempt from the registration requirements of the
Act, as defined below, and such securities are qualified for sale
or exempt from qualificati
