Exhibit
        10.38


    SAR
      Exchange Agreement 

    



      July
        30,
        2007


    


    [Name]

    


    Dear
      [Name]:

     

    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”).
      

     

    You
      currently hold one or more outstanding share appreciation rights to acquire
      common shares of 180 Connect (the “180
      Connect SARs”)
      purportedly granted to you under 180 Connect’s “Long Term Share Compensation
      Plan” and an “Award Agreement.” Because 180 Connect never adopted such a plan or
      award agreement, your 180 Connect SARs are evidenced only by a Notice of Grant
      of Share Appreciation Rights, dated December 6, 2006 (the “Grant
      Notice”).
      Accordingly, in order to consummate the exchange of your 180 Connect SARs for
      new Ad.Venture stock appreciation rights, you will also need to enter into
      the
      attached Stock Appreciation Rights Agreement (the “SAR
      Agreement”)
      with
      Ad.Venture to document the missing terms, conditions, and definitions applicable
      to your exchanged 180 Connect SARs. Any terms not defined herein will have
      the
      meaning as provided in the SAR Agreement. 

     

    Pursuant
      to the Arrangement Agreement, Ad.Venture will exchange all unexercised 180
      Connect SARs outstanding on the Closing Date for stock appreciation rights
      to
      acquire Ad.Venture common stock. This SAR Exchange Agreement (this “Exchange
      Agreement”)
      evidences the terms of Ad.Venture’s exchange of your 180 Connect SARs, including
      the necessary adjustments for the exchange of 180 Connect SARs that are required
      by the Arrangement. 

     

    The
      table
      below summarizes your stock appreciation rights immediately before and after
      the
      Arrangement:

     

    
      	
              180
                CONNECT SARs

            	 	
              EXCHANGED
                SARs

            	 
	
              Grant
                Date

            	
               

            	
              No.
                of SARs

            	
               

            	
              Strike
                Price per Share

            	
               

            	
              No.
                of Ad.Venture SARs

            	
               

            	
              Strike
                Price per Share

            	 
	
              12/6/2006

            	 	 	 	 	
               

            	
              US$1.50

            	 	 	 	 	
              $

            	
              US2.40

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    The
      post-Arrangement adjustments are based on the “Exchange
      Ratio”
of
      0.6
      set forth in the Arrangement Agreement and are intended to: (i) assure that
      the
      total spread of your exchanged 180 Connect SARs (i.e.,
      the
      difference between the aggregate fair market value of the underlying securities
      and the aggregate strike price immediately after the exchange) does not exceed
      the total spread that existed in respect of your 180 Connect SARs immediately
      prior to the exchange; and (ii) to preserve, on a per share basis, the ratio
      of
      strike price to fair market value that existed immediately prior to the
      Arrangement. The number of shares of Ad.Venture common stock subject to your
      exchanged 180 Connect SARs was determined by multiplying the Exchange Ratio
      by
      the number of shares remaining subject to your 180 Connect SARs on the Closing
      Date and rounding the resulting product down to the nearest whole number of
      shares of Ad.Venture common stock. The strike price per share of your exchanged
      180 Connect SARs was determined by dividing the strike price per share of your
      180 Connect SARs by the Exchange Ratio and rounding the resulting quotient
      up to
      the nearest whole cent. 

     

    Following
      the exchange of your 180 Connect SARs, any references in the Grant Notice to:
      (i) the “Award
      Agreement”
means
      the SAR Agreement, (ii) the “Corporation”
means
      Ad.Venture, and (iii) “Plan”
means
      the SAR Agreement. All references in the Grant Notice relating to your
      employment status with 180 Connect will now refer to your employment status
      with
      Ad.Venture or any present or future Ad.Venture affiliate. 

     

    The
      vesting schedule, exercise dates, and expiry date of your exchanged 180 Connect
      SARs remain the same as set forth in the Grant Notice (with the number of shares
      subject to each vesting and exercise installment and the strike price per share
      adjusted to reflect the effect of the Exchange Ratio). Note that the occurrence
      of the Arrangement will not result in a “Change of Control Transaction” as set
      forth in the Grant Notice because 180 Connect shareholders will hold a majority
      of the voting interests of Ad.Venture following the Arrangement. 

     

    All
      other
      provisions which govern either the exercise or the termination of your exchanged
      180 Connect SARs will be governed by your Grant Notice and the attached SAR
      Agreement which will govern and control your rights to purchase shares of
      Ad.Venture common stock pursuant to your exchanged 180 Connect SARs. Upon
      termination of your employment any of your exchanged 180 Connect SARs that
      have
      not vested will expire and not become exercisable for shares of Ad.Venture
      common stock.

     

    Nothing
      in the Grant Notice, the attached SAR Agreement, or this Exchange Agreement
      interferes in any way with your right and your employer’s right, which rights
      are expressly reserved, to terminate your employment at any time for any reason.
      Future equity awards, if any, you may receive from Ad.Venture will be governed
      by the terms of the Ad.Venture equity incentive plan under which such equity
      awards are granted, and such terms may be different from the terms of your
      exchanged 180 Connect SARs.

     

    [Remainder
      of Page Intentionally Left Blank, 

    Signature
      Page Follows]

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    Until
      your fully executed Acknowledgment is received by Ad.Venture, your exchanged
      180
      Connect SARs will not be exercisable for shares of Ad.Venture common
      stock.
      If you
      have any questions regarding this Exchange Agreement or your exchanged 180
      Connect SARs, please contact Mark Selinger at (212) 547-5438.

     

    
      	 	 	 
	 	Ad.Venture
              Partners, Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title 


    

     

    Acknowledgment

    


    The
      undersigned acknowledges receipt of this Exchange Agreement and the attached
      SAR
      Agreement and understands and agrees that all rights and liabilities with
      respect to the exchanged 180 Connect SARs listed on the table above are hereby
      assumed by Ad.Venture, and are as set forth in the Grant Notice for such
      exchanged 180 Connect SARs, the SAR
      Agreement, and
      this
      Exchange Agreement, and agrees to all of the terms set forth in such
      agreements.

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	Dated:
              July
              ___, 2007 	  	 
	 	
              
Name
	 	 


    

    
      	 	
              ·

            	
              Stock
                Appreciation Right
                Agreement

            


    

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    Ad.Venture
      Partners, Inc.

    Stock
      Appreciation Right Agreement

     

    Pursuant
      to your Notice of Grant of Share Appreciation Rights, dated December 6, 2006
      (“Grant
      Notice”),
      the
      SAR Exchange Agreement between you and Ad.Venture Partners, Inc. (the
“Exchange
      Agreement”),
      and
      this Stock Appreciation Right Agreement (the “SAR
      Agreement”),
      Ad.Venture Partners, Inc. (the “Corporation”)
      has
      agreed to exchange your share appreciation rights to acquire shares of 180
      Connect Inc. for stock appreciation rights to acquire shares of Common Stock
      pursuant to the terms and conditions specified herein (collectively, the
“Award”).
      

     

    The
      details of your Award are as follows:

     

    1. Administration.
      Your
      Award shall be administered by the Board or a committee of the Board designated
      by the Board to administer your Award. The Board shall have the discretionary
      authority to construe and interpret your Award and any benefits granted
      herewith, to establish rules for its administration, to correct any defect
      or
      supply any omission or reconcile any inconsistency in your Award or in any
      benefit granted herewith, and to make all other determinations which it deems
      necessary or advisable for administration of your Award. The decisions,
      determinations, and interpretations made by the Board shall be binding and
      conclusive on you and your legal representatives, heirs, and beneficiaries.
      

     

    2. Vesting.
      Subject
      to the conditions and limitations contained herein, your Award shall vest as
      provided in your Grant Notice, provided that vesting shall cease upon the
      termination of your Continuous Service.

     

    3. Number
      of Shares and Strike Price.
      The
      number of shares of Common Stock subject to your Award and your strike price
      per
      share (as originally set forth in your Grant Notice and subsequently adjusted
      in
      your Exchange Agreement) may be adjusted from time to time for Capitalization
      Adjustments.

     

    4. Term.
      Your
      Award (or portions thereof) shall expire upon the earliest of the
      following:

     

    (a) to
      the
      extent not vested at the time of termination of your Continuous Service, such
      portion of your Award shall expire immediately; 

     

    (b) to
      the
      extent vested and exercised on your behalf in accordance with your Grant Notice,
      such portion of your Award shall expire concurrently therewith; 

     

    (c) to
      the
      extent not exercised immediately following a Change of Control Transaction;
      or

     

    (d) December
      6, 2011.

     

    5. Automatic
      Exercises. Your
      Award shall be automatically exercised on your behalf by the Corporation as
      provided in your Grant Notice.
      In
      addition, your Award, shall be automatically exercised upon a Change of Control
      Transaction, to the extent vested and outstanding at such time. 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    6. Calculation
      of Appreciation.
      The
      amount payable upon exercise of each vested stock appreciation right shall
      be
      equal to the excess of (i) the Fair Market Value per share of Common Stock
      on
      the date of exercise, over (ii) the Fair Market Value per share of Common Stock
      on the date of grant of your Award (as originally set forth in your Grant Notice
      and subsequently adjusted in your Exchange Agreement).

     

    7. Payment.
      Subject
      to Section 11,
      the
      amount payable upon exercise of your Award shall be settled in whole shares
      of
      Common Stock (rounded down to the nearest whole share) based on the Fair Market
      Value of such shares at the time of exercise, and any fractional shares
      remaining shall be paid in cash. However, in order to avoid such payment from
      being subject to the provisions of Section 409A(a)(1) of the Code, if at the
      time of such payment, (i) you are a “specified employee” as defined in Section
      409A(a)(2)(B)(i) of the Code, and (ii) you have a experienced a “separation from
      service” with the Corporation or an Affiliate within the meaning of Treasury
      Regulation §1.409A-1(h), then such payment shall be delayed until the earlier of
      (x) six (6) months, or (y) your death. 

     

    8. Securities
      Law Compliance.
      Notwithstanding anything to the contrary contained herein, your Award will
      not
      be exercised unless either (i) the shares of Common Stock issuable upon such
      exercise are then registered under the Securities Act, or (ii) the Corporation
      has determined that such exercise and issuance would be exempt from the
      registration requirements of the Securities Act. The exercise of your Award
      also
      must comply with other applicable laws and regulations governing your Award,
      and
      you may not exercise your Award if the Corporation determines that such exercise
      would not be in material compliance with such laws and regulations.

     

    9. Transferability.
      Your
      Award is not transferable, except by will or by the laws of descent and
      distribution. 

     

    10. Award
      not a Service Contract.
      Your
      Award is not an employment or service contract, and nothing in your Award shall
      be deemed to create in any way whatsoever any obligation on your part to
      continue in the employ of the Corporation or any Affiliate, or of the
      Corporation or an Affiliate to continue your employment or service. In addition,
      nothing in your Award shall obligate the Corporation or an Affiliate, their
      respective stockholders, boards of directors, officers or employees to continue
      any relationship that you might have as a director or consultant for the
      Corporation or any Affiliate.

     

    11. Withholding
      Obligations.

     

    (a) At
      the
      time your Award is exercised, in whole or in part, or at any time thereafter
      as
      requested by the Corporation, you hereby authorize withholding from payroll
      and
      any other amounts payable to you, and otherwise agree to make adequate provision
      for, any sums required to satisfy the federal, state, local and foreign tax
      withholding obligations of the Corporation or an Affiliate, if any, which arise
      in connection with the exercise of your Award.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    (b) Subject
      to any applicable legal conditions or restrictions, the Corporation may withhold
      from shares of Common Stock otherwise issuable to you upon the exercise of
      your
      Award a number of whole shares of Common Stock having a Fair Market Value,
      determined by the Corporation as of the date of exercise, not in excess of
      the
      minimum amount of tax required to be withheld by law (or such lesser amount
      as
      may be necessary to avoid classification of your Award as a liability for
      financial accounting purposes).

     

    12. Corporate
      Transactions.
      In the
      event of a Corporate Transaction that is not a Change of Control Transaction,
      any surviving corporation or acquiring corporation (or the surviving or
      acquiring corporation’s parent company) may assume or continue your Award or may
      substitute a similar stock award for your Award (including but not limited
      to,
      awards to acquire the same consideration paid to the stockholders of the
      Corporation pursuant to the Corporate Transaction). Such assumption,
      continuation, or substitution shall preserve the existing value of your Award
      at
      the time of the Corporate Transaction and shall provide for subsequent payout
      in
      accordance with the same vesting and exercise schedule applicable to your Award.
      

     

    13. Personal
      Data.
      You
      understand that your employer, the Corporation, or an Affiliate hold certain
      personal information about you, including but not limited to your name, home
      address, telephone number, date of birth, national social insurance number,
      salary, nationality, job title, and details of all shares of Common Stock
      granted, cancelled, vested, unvested, or outstanding (the “Personal
      Data”).
      Certain Personal Data may also constitute “Sensitive
      Personal Data”
      within
      the meaning of applicable local law. Such data include but are not limited
      to
      Personal Data and any changes thereto, and other appropriate personal and
      financial data about you. You hereby provide express consent to the Corporation
      or an Affiliate to process any such Personal Data and Sensitive Personal Data.
      You also hereby provide express consent to the Corporation and/or an Affiliate
      to transfer any such Personal Data and Sensitive Personal Data outside the
      country in which you are employed or retained, including the United States.
      The
      legal persons for whom such Personal Data are intended are the Corporation
      and
      any broker company providing services to the Corporation in connection with
      the
      administration of your Award. You have been informed of your right to access
      and
      correct your Personal Data by applying to the Corporation representative
      identified on the Exchange Agreement.

     

    14. Additional
      Agreements and Acknowledgements.
      You
      hereby agree and acknowledge that:

     

    (a) The
      rights and obligations of the Corporation with respect to your Award shall
      be
      transferable to any one or more persons or entities, and all covenants and
      agreements hereunder shall inure to the benefit of, and be enforceable by the
      Corporation’s successors and assigns.

     

    (b) You
      agree
      upon request to execute any further documents or instruments necessary or
      desirable in the sole determination of the Corporation to carry out the purposes
      or intent of your Award.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

    

    (c) You
      have
      reviewed your Award in its entirety, have had an opportunity to obtain the
      advice of counsel prior to executing and accepting your Award and fully
      understand all provisions of your Award.

     

    (d) You
      will
      not question or contest in any way, whether pursuant to legal proceedings or
      otherwise, the Board’s determination of the Fair Market Value of Common Stock,
      whether for purposes of determining the strike price of your Award, or the
      number of shares of Common Stock payable on exercise of your Award.

     

    (e) This
      SAR
      Agreement shall be subject to all applicable laws, rules, and regulations,
      and
      to such approvals by any governmental agencies or national securities exchanges
      as may be required.

     

    (f) All
      obligations of the Corporation under this SAR Agreement shall be binding on
      any
      successor to the Corporation, whether the existence of such successor is the
      result of a direct or indirect purchase, merger, consolidation, or otherwise,
      of
      all or substantially all of the business and/or assets of the
      Corporation.

     

    (g) Participation
      in the Award is voluntary, and therefore, you must accept the terms and
      conditions of this Award as a condition to receive this Award.

     

    (h) This
      Award is voluntary and occasional and does not create any contractual or other
      right to receive future awards or other benefits in lieu of future awards,
      even
      if similar awards have been granted repeatedly in the past.

     

    (i) All
      determinations with respect to any such future awards, including, but not
      limited to, the time or times when such awards are made, the number of shares
      of
      Common Stock, and performance and other conditions applied to the awards, will
      be at the sole discretion of the Corporation.

     

    (j) The
      value
      of the shares of Common Stock and this Award is an extraordinary item of
      compensation, which is outside the scope of your employment or service contract,
      if any.

     

    (k) The
      shares of Common Stock, this Award, or any income derived therefrom are a
      potential bonus payment not paid in lieu of any cash salary compensation and
      not
      part of normal or expected compensation or salary for any purposes, including,
      but not limited to, calculating any termination, severance, resignation,
      redundancy, end of service payments, bonuses, long-service awards, life or
      accident insurance benefits, pension or retirement benefits or similar
      payments.

     

    (l) Except
      as
      provided in the Grant Notice, in the event of the termination of your Continuous
      Service, your eligibility to receive shares of Common Stock or payments under
      this Award, if any, will terminate effective as of the date that you are no
      longer actively employed or retained regardless of any reasonable notice period
      mandated under local law, except as expressly provided in this
      Award.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

       

    

    (m) The
      future value of the shares of Common Stock is unknown and cannot be predicted
      with certainty.

     

    (n) No
      claim
      or entitlement to compensation or damages arises from the termination of this
      Award or diminution in value of the shares of Common Stock and you irrevocably
      release the Corporation and its Affiliates, from any such claim that may
      arise.

     

    (o) The
      Grant
      Notice, the Exchange Agreement, and this SAR Agreement set forth the entire
      understanding between you, the Corporation and any Affiliate regarding the
      acquisition of the shares of Common Stock and supersede all prior oral and
      written agreements pertaining to this Award.

     

    15. Notices.
      Any
      notices provided for in your Award shall be given in writing and shall be deemed
      effectively given upon receipt or, in the case of notices delivered by mail
      by
      the Corporation to you, five (5) days after deposit in the United States mail,
      postage prepaid, addressed to you at the last address you provided to the
      Corporation.

     

    16. Headings.
      The
      headings of the Sections in this SAR Agreement are inserted for convenience
      only
      and shall not be deemed to constitute a part of this SAR Agreement or to affect
      the meaning of this SAR Agreement.

     

    17. Severability.
      If all
      or any part of this SAR Agreement is declared by any court or governmental
      authority to be unlawful or invalid, such unlawfulness or invalidity shall
      not
      invalidate any portion of this SAR Agreement not declared to be unlawful or
      invalid. Any Section of this SAR Agreement (or part of such a Section) so
      declared to be unlawful or invalid shall, if possible, be construed in a manner
      which will give effect to the terms of such Section or part of a Section to
      the
      fullest extent possible while remaining lawful and valid.

     

    18. Governing
      Law.
      This
      SAR Agreement, the Grant Notice, and the Exchange Agreement shall be governed
      by
      and construed in accordance with the laws of the state of Colorado, without
      regard to that state’s conflict of laws principles. Any legal action related to
      this SAR Agreement, the Grant Notice, and the Exchange Agreement shall be
      brought only in a federal or state court located in Colorado. 

     

    19. Definitions.
      For
      purposes of this SAR Agreement, the Grant Notice, and the Exchange Agreement,
      the following definitions shall apply:

     

    (a) “Affiliate”
shall
      mean, at the time of determination, any “parent” or “majority-owned subsidiary”
of the Corporation, as such terms are defined in Rule 405 of the Securities
      Act.
      The Board shall have the authority to determine the time or times at which
      “parent” or “majority-owned subsidiary” status is determined within the
      foregoing definition. 

     

    (b) “Arrangement”
shall
      mean the consummation of the series of transactions contemplated by that certain
      Arrangement Agreement dated March 13, 2007, by and among the Corporation,
      6732097 Canada Inc., and 180 Connect Inc., pursuant to which 6732097 Canada
      Inc.
      acquired all of the outstanding shares of 180 Connect Inc. 

     

    (c) “Board”
shall
      mean the board of directors of the Corporation. 

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

    

    (d) “Capitalization
      Adjustments”
shall
      mean any change affecting the number, class, market price, or terms of the
      Common Stock by reason of stock dividend, stock split, recapitalization,
      reorganization, merger, consolidation, spin-off, disaffiliation of a Subsidiary,
      combination of shares, exchange of shares, stock rights offering, or other
      similar event, or any distribution to the holders of Common Stock other than
      a
      regular cash dividend, (any of which is referred to herein as an “equity
      restructuring”), pursuant to which the Board shall make an equitable
      substitution or adjustment in order to equalize an award’s intrinsic and fair
      value before and after such equity restructuring. 

     

    (e) “Cause”
shall
      mean the occurrence of any of the following events: (i) your commission of
      any
      felony or any crime involving fraud, dishonesty or moral turpitude under the
      laws of the United States, Canada, or any state thereof; (ii) your attempted
      commission of, or participation in, a fraud or act of dishonesty against the
      Corporation; (iii) your intentional, material violation of any contract or
      agreement between you and the Corporation of any statutory duty owed to the
      Corporation; (iv) your unauthorized use or disclosure of the Corporation’s
      confidential information or trade secrets; or (v) your gross misconduct. The
      determination that a termination of your Continuous Service is either for Cause
      or without Cause shall be made by the Corporation in its sole discretion. Any
      determination by the Corporation hereunder shall have no effect upon any
      determination of the rights or obligations of the Corporation or you for any
      other purpose.

     

    (f) “Change
      of Control Transaction”
shall
      mean the occurrence of any of the following events after the
      Arrangement:

     

    (i) The
      acquisition, by a person or persons acting as a group, of the stock of the
      Corporation that, together with other stock held by such person or group,
      constitutes more than fifty percent (50%) of the total fair market value or
      total voting power of the Corporation; provided,
      however,
      (i) if
      a person or persons acting as a group is considered to own more than fifty
      percent (50%) of the total voting power of the Corporation, the acquisition
      of
      additional stock by the same person or persons shall not constitute a Change
      of
      Control Transaction; (ii) an increase in the percentage of stock owned by a
      person or persons acting as a group as a result of a transaction in which the
      Corporation acquires its own stock in exchange for property shall be treated
      as
      an acquisition of stock for purposes of this Section 19(f)(i);
      (iii)
      such acquired stock of the Corporation shall remain outstanding after the
      transaction; and (iv) for purposes of this Section 19(f)(i),
      “persons acting as a group” shall be determined by reference to Treasury
      Regulation § 1.409A-3(i)(5)(v)(B). 

     

    (ii) The
      acquisition, within a twelve (12)-month period ending on the date of the most
      recent acquisition, by a person or persons acting as a group, of the stock
      of
      the Corporation possessing thirty percent (30%) or more of the total voting
      power of the stock of the Corporation; provided,
      however,
      for
      purposes of this Section 19(f)(ii),
      “persons acting as a group” shall be determined by reference to Treasury
      Regulation § 1.409A-3(i)(5)(vi)(D).

     

    (iii) The
      replacement, during any twelve (12)-month period, of a majority of the members
      of the Board by directors whose appointment or election is not endorsed by
      a
      majority of the members of the Board prior to the date of such appointment
      or
      election.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

    

    (iv) The
      acquisition, within a twelve (12)-month period ending on the date of the most
      recent acquisition, by a person or persons acting as a group, of the
      Corporation’s assets having a total gross fair market value (determined without
      regard to any liabilities associated with such assets) of forty percent (40%)
      or
      more of the total gross fair market value of all of the assets of the
      Corporation (determined without regard to any liabilities associated with such
      assets) immediately prior to such acquisition or acquisitions; provided,
      however,
      that a
      Change of Control Transaction shall not occur (i) upon a transfer to an entity
      that is controlled by the Corporation’s stockholders immediately after the
      transfer; (ii) if such assets are transferred to a stockholder of the
      Corporation immediately before the asset transfer in exchange for Corporation
      stock; (iii) if such assets are transferred to an entity of which fifty percent
      (50%) or more of the total value or voting power is owned, directly or
      indirectly, by the Corporation (as determined immediately after the transfer
      of
      such assets); (iv) if such assets are transferred to a person or persons acting
      as a group, that owns, directly or indirectly, fifty percent (50%) or more
      of
      the total value or voting power of all of the outstanding stock of the
      Corporation (as determined immediately after the transfer of such assets);
      or
      (v) if such assets are transferred to an entity of which at least fifty percent
      (50%) of the total value or voting power is owned, directly or indirectly,
      by a
      person described in foregoing clause (iv) (as determined immediately after
      the
      transfer of such assets); provided,
      further,
      that
      for purposes of this Section 19(f)(iv),
      “persons acting as a group” shall be determined by reference to Treasury
      Regulation § 1.409A-3(i)(5)(vii)(C).

     

    (g) “Code”
shall
      mean the Internal Revenue Code of 1986, as amended. 

     

    (h) “Common
      Stock”
shall
      mean the common stock of the Corporation. 

     

    (i) “Continuous
      Service”
shall
      mean that your service with the Corporation or an Affiliate, whether as an
      employee, director or consultant, is not interrupted or terminated. A change
      in
      the capacity in which you render service to the Corporation or an Affiliate
      as
      an employee, director, or consultant or a change in the Entity for which you
      render such service, provided that there is no interruption or termination
      of
      your service with the Corporation or an Affiliate, shall not terminate your
      Continuous Service; provided,
      however,
      if the
      Entity for which you are rendering service ceases to qualify as an Affiliate,
      as
      determined by the Board in its sole discretion, your Continuous Service shall
      be
      considered to have terminated on the date such Entity ceases to qualify as
      an
      Affiliate. 

     

    (j) “Corporate
      Transaction”
means
      the occurrence, in a single transaction or in a series of related transactions,
      of any one or more of the following events after the Arrangement:

     

    (i) the
      consummation of a sale or other disposition of all or substantially all, as
      determined by the Board in its sole discretion, of the consolidated assets
      of
      the Corporation and its Subsidiaries;

     

    (ii) the
      consummation of a sale or other disposition of at least ninety percent (90%)
      of
      the outstanding securities of the Corporation;

     

    
      
        
        

      

      
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    (iii) the
      consummation of a merger, consolidation or similar transaction following which
      the Corporation is not the surviving corporation; or

     

    (iv) the
      consummation of a merger, consolidation or similar transaction following which
      the Corporation is the surviving corporation but the shares of Common Stock
      outstanding immediately preceding the merger, consolidation or similar
      transaction are converted or exchanged by virtue of the merger, consolidation
      or
      similar transaction into other property, whether in the form of securities,
      cash
      or otherwise.

     

    (k) “Entity”
means
      a
      corporation, partnership, limited liability company or other
      entity.

     

    (l) “Fair
      Market Value”
shall
      mean the fair market value of shares of the Common Stock at any time determined
      in such manner as the Board may deem equitable, or as required by applicable
      law
      or regulation. 

     

    (m) “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    (n) “Subsidiary”
shall
      mean any corporation or other entity in which a fifty percent (50%) or greater
      interest is at the time directly or indirectly owned by the Corporation.


     

    
      
        
        

      

      
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