Exhibit 10.6
___________, 2005
WEDBUSH ▇▇▇▇▇▇ SECURITIES INC.
As representative of the several Underwriters
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Ad.Venture Partners, Inc. Initial Public Offering - Letter Agreement
Dear Ladies and Gentlemen:
This letter is being delivered to you in accordance with the Underwriting
Agreement (the "UNDERWRITING AGREEMENT") entered into by and between Ad.Venture
Partners, Inc., a Delaware corporation (the "COMPANY"), and Wedbush ▇▇▇▇▇▇
Securities Inc., as Representative (the "REPRESENTATIVE") of the several
Underwriters named in Schedule I thereto (the "UNDERWRITERS"), relating to an
underwritten initial public offering (the "IPO") of the Company's units (the
"UNITS"), each comprised of one share of the Company's common stock, par value
$0.0001 per share (the "COMMON STOCK"), and two warrants, each of which are
exercisable for one share of Common Stock (each, a "WARRANT"). The capitalized
terms set forth on Schedule 1 attached hereto are hereby incorporated by
reference herein.
In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Representative as follows:
The undersigned represents and warrants that, as of the date hereof, (i)
the biographical information furnished to the Company and the Representative and
attached hereto as Exhibit A is true and accurate in all respects (other than de
minimis errors or omissions), does not omit any material information with
respect to the undersigned's background during the previous five years and
contains all of the information required to be disclosed pursuant to Item 401 of
Regulation S-K, promulgated under the Securities Act of 1933, as amended, and
(ii) the questionnaires furnished by the undersigned to the Company and the
Representative are true and accurate in all respects (other than de minimis
errors or omissions). The undersigned further represents and warrants that:
(A) The undersigned is not subject to or a respondent in any legal action
for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;
(B) The undersigned has never been convicted of or pleaded guilty to any
crime (i) involving any fraud, (ii) relating to any financial transaction
or handling of funds of
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another person, or (iii) pertaining to any dealings in any securities and
such person is not currently a defendant in any such criminal proceeding;
and
(C) The undersigned has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or
revoked.
The undersigned understands that the Representative may conduct a
reasonable background check with respect to the undersigned; provided, that the
Representative agrees to maintain the confidentiality of any information
received pursuant thereto, and further agrees not to transfer, or cause or
permit the transfer of, such information to any other person or party, or use
such information other than in connection with the IPO, in each case without the
express written consent of the undersigned.
The undersigned acknowledges and understands that the Underwriters and the
Company will rely upon the agreements, representations and warranties set forth
herein in proceeding with the IPO.
This letter agreement shall be binding on the undersigned and such
person's respective successors, heirs, personal representatives and assigns.
This letter agreement shall terminate on the earlier of (i) the Business
Combination Date and (ii) the Termination Date, provided, however, that any such
termination shall not relieve the undersigned from any liability resulting from
or arising out of any breach of any agreement or covenant hereunder occurring
prior to the termination of this letter agreement.
This letter agreement shall be governed by and interpreted and construed
in accordance with the laws of the State of New York applicable to contracts
formed and to be performed entirely within the State of New York, without regard
to the conflicts of law provisions thereof to the extent such principles or
rules would require or permit the application of the laws of another
jurisdiction.
No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the party against whom such amendment, change, waiver, alteration or
modification is to be enforced.
[The Remainder of this Page is Intentionally Left Blank]
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Sincerely,
By:
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Name:
Title:
Accepted and agreed:
WEDBUSH ▇▇▇▇▇▇ SECURITIES INC.
By:
----------------------------------
Name:
Title:
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SCHEDULE 1
SUPPLEMENTAL COMMON DEFINITIONS
UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE, THE FOLLOWING TERMS SHALL HAVE
THE FOLLOWING RESPECTIVE MEANINGS FOR ALL PURPOSES, AND THE FOLLOWING
DEFINITIONS ARE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND THE PLURAL FORMS AND
THE FEMININE, MASCULINE AND NEUTER FORMS OF THE TERMS DEFINED.
"BUSINESS COMBINATION" shall mean the acquisition by the Company, whether
by merger, capital stock exchange, asset acquisition or other similar business
combination, of one or more operating businesses in the technology, media or
telecommunications industries, having, collectively, a fair market value (as
calculated in accordance with the Company's Amended and Restated Certificate of
Incorporation) equal to at least 80% of the Company's net assets at the time of
such merger, capital stock exchange, asset acquisition or other similar business
combination.
"BUSINESS COMBINATION DATE" shall mean the date upon which a Business
Combination is consummated.
"EFFECTIVE DATE" shall mean the date upon which the Registration Statement
is declared effective under the Securities Act of 1933, as amended, by the SEC.
"IMMEDIATE FAMILY" shall mean, with respect to any person, such person's
spouse, lineal descendents, father, mother, brothers or sisters (including any
such relatives by adoption or marriage).
"INDEPENDENT DIRECTORS" shall mean the Company's directors that qualify as
"independent" under NASD Rule 4200(a)(15), as amended.
"TERMINATION DATE" shall mean the date that is sixty (60) calendar days
immediately following the Transaction Failure Date (inclusive thereof).
"TRANSACTION FAILURE" shall mean the earlier of (i) the failure to enter
into a letter of intent, definitive agreement or agreement in principle with
respect to a Business Combination on any day during the eighteen-month period
immediately following the Effective Date, and (ii) the failure to consummate a
Business Combination on any day during the twenty-four-month period immediately
following the Effective Date.
"TRANSACTION FAILURE DATE" shall mean if a Transaction Failure first
occurs as a result of the failure described in clause (i) of the definition of
"Transaction Failure", the 18-month anniversary of the Effective Date, and if a
Transaction Failure first occurs as a result of the failure described in clause
(ii) of the definition of "Transaction Failure", the second anniversary of the
Effective Date.
EXHIBIT A
BIOGRAPHY
[ Insert Bio here ]
