Exhibit 10.51
WARRANT CLARIFICATION AGREEMENT
This Warrant 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 Continental Stock
Transfer & Trust Company, a New York Corporation
(“Continental Stock Transfer & Trust Company”), is
to the Warrant Agreement, dated as of August 25, 2005 (the
“ Warrant Agreement ”), by and between
Ad.Venture Partners, Inc. and Continental Stock Transfer &
Trust Company.
WHEREAS, Section 3.3(ii)
of the Warrant Agreement provides that the Company shall not be
obligated to deliver any securities pursuant to the exercise of a
warrant unless a registration statement under the Securities Act of
1933, as amended (the “ Securities Act ”), with
respect to the common stock is effective.
WHEREAS, as a result of
certain questions that have arisen regarding the accounting
treatment applicable to the warrants, the parties hereto deem it
necessary and desirable to amend the Warrant Agreement to clarify
that the registered holders do not have the right, and never had
the right, to receive a net cash settlement in the event the
Company does not maintain a current prospectus relating to the
common stock issuable upon exercise of the warrants at the time
such warrants are 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 Warrant Agreement as
set forth herein.
1. Warrant Agreement
.
(a) For
the avoidance of doubt, the Warrant Agreement is hereby amended by
adding the following as Section 3.5 to the Warrant
Agreement:
“Furthermore, if the Company is
unable to deliver any securities pursuant to the exercise of a
Warrant as a result of the foregoing situations, the Company will
have no obligation, under any circumstance, to pay such registered
holder any cash or other consideration or otherwise “net cash
settle” the Warrant.”
(b) The
Warrant Agreement is hereby further amended by deleting
Section 9.2 in its entirety and replacing it with the
following:
“9.2. Notices . Any
notice, statement or demand authorized by this Warrant Agreement to
be given or made by the Warrant Agent or by the holder of any
Warra
