UNDERWRITING AGREEMENT between AD.VENTURE PARTNERS, INC. and WEDBUSH MORGAN SECURITIES, INC. Dated: _____________, 2005Underwriting Agreement • August 8th, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
Wedbush Morgan Securities, Inc. As Representative of the several Underwriters 1000 Wilshire Boulevard, 10th floor Los Angeles, California 90017-2465
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 8th, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
This Agreement is made as of ___, 2005 by and between Ad.Venture Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EXHIBIT 10.12 [FORM OF WARRANT PURCHASE COMMITMENT AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF MESSRS. BALTER AND SLASKY.] Wedbush Morgan Securities 1000 Wilshire Blvd., 10th Floor Los Angeles, CA 90017 RE: AD.VENTURE...Ad.Venture Partners, Inc. • August 8th, 2005 • Blank checks • New York
