NOTE
NOTE
___________,
2007
New
York,
NY
FOR
VALUE
RECEIVED, Ad.Venture
Partners, Inc.
(the
“Obligor”),
HEREBY PROMISES TO PAY to the order of _______________
(the
“Lender”),
on
demand made at any time the aggregate unpaid principal amount of all loans,
advances, or financial accommodations made or granted by the Lender to, or
for
the benefit of, the Obligor, on such dates as shown in Schedule
A
attached
hereto. Payments are to be made in lawful currency of the United States of
America in same-day or immediately available funds.
The
Obligor may prepay any amount owing pursuant to this Note at any time and from
time to time without premium or penalty. The holder of this Note is authorized
to, and prior to any transfer of this Note shall, endorse on Schedule
A
hereto
and made a part hereof the date, type and amount of each loan, advances or
financial accommodations made pursuant to this note and the date and amount
of
each payment made by the Obligor. Each such endorsement shall constitute prima
facie evidence of the accuracy of the information endorsed. The failure to
make
any such endorsement shall not affect the obligations of the Obligor in respect
of any such loans, advances or financial accommodations.
The
Obligor will reimburse the Lender for any tax liabilities in
connection with any imputed interest income of the Lender in connection with
this Note.
Subject
to the next paragraph, all loans, advances or financial accommodations shall
be
payable in full upon demand by the holder of this Note or upon consummation
of a
merger, capital stock exchange, asset acquisition or other similar business
combination (as described in Obligor’s prospectus dated August 25, 2005 and
filed with the Securities and Exchange Commission).
Xxxxxx
agrees that (i) it has no right, title, interest or claim of any kind whatsoever
in or to the trust account that Xxxxxxx has established at Xxxxx Xxxxxx,
maintained by Continental Stock Transfer & Trust Company acting as trustee,
initially in the amount of $50,380,000 for the benefit of Obligor’s public
stockholders (the “Trust
Account”)
and
(ii) it will not seek recourse against the Trust Account for any reason
whatsoever.
Nothing
contained in this Note shall affect the obligation of the Obligor to make,
or
prevent the Obligor from making, at any time, payments on this
Note.
This
Note
shall be binding upon the Obligor and its successors and assigns, and the terms
and provisions of this Note shall inure to the benefit of the Lender and its
successors and assigns, including subsequent holders hereof.
The
terms
and provisions of this Note are severable, and if any term or provision shall
be
determined to be superseded, illegal, invalid or otherwise unenforceable in
whole or in part pursuant to applicable law by a governmental authority having
jurisdiction, such determination shall
not
in any manner impair or otherwise affect the validity, legality or
enforceability of that term or provision in any other jurisdiction or any of
the
remaining terms and provisions of this Note in any jurisdiction.
1.
Presentment
for payment, notice of dishonor, protest, notice of protest and any other notice
are hereby waived. This Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to principles
of
conflict of laws.
No
amendment, modification or waiver of any term or provision of this Note, nor
consent to any departure by the Obligor herefrom, shall be effective unless
the
same shall be in writing and signed by each holder of this Note, and then such
waiver, modification or consent shall be effective only in the specific instance
and for the specific purpose for which given.
Nothing
in this Note, expressed or implied, shall give or be construed to give any
person, firm or corporation any legal or equitable right, remedy or claim under
or in respect of this Note, or under any covenant, condition or provision herein
contained; all its covenants, conditions and provisions being for the sole
benefit of the Obligor and any holder of this Note.
2.
IN
WITNESS WHEREOF, the Obligor has caused this Note to be executed and delivered
to the Lender as of the date and year first above written.
| |
|
|
| By: | ||
|
Name: Xxxxxx X. Xxxxxx |
||
| Title: Chief Executive Officer | ||
3.
Schedule
A
Loans,
Advances and Financial Accommodations
|
Date
|
Amount
(repayment)
|
Type
(note if repayment)
|
Endorsement
Notation
|
4.
