PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 23rd, 2007 • Aili Holding Corp. • Blank checks • New York
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), made as of this 10th day of July, 2007, by and between Laurus Master Fund. Ltd. (“Laurus”) and AILI Holding Corp., a Delaware corporation (“Pledgor”).
SECURITIES ACCOUNT CONTROL AGREEMENT (Third Party Intermediary)Securities Account Control Agreement • August 23rd, 2007 • Aili Holding Corp. • Blank checks • New York
THIS SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”) is entered into as of July 10, 2007 by and among AILI Holding Corp., a Delaware corporation (“Customer”), Legend Merchant Group (“Intermediary”), and Laurus Master Fund, Ltd. (“Secured Party”).
August 13, 2007 Mark Leben AILI Holding Corp. 333 Stanley Avenue Brooklyn, NY 11207 Dear Mark:Stock Purchase Agreement • August 23rd, 2007 • Aili Holding Corp. • Blank checks
As consideration for your purchase from The Baupost Group, L.L.C. (the “Seller”) of 1,117,400 shares (the “Shares”) of common stock of Ad.Venture Partners, Inc. (the “Company”) on the date hereof (the “Purchase”) at a purchase price of $5.86 per share, Seller hereby agrees as follows:
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • August 23rd, 2007 • Aili Holding Corp. • Blank checks • New York
This Agreement (this “Agreement”) is dated as of the 10th day of July, 2007 among AILI Holding Corp., a Delaware corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
