EXHIBIT 10.12
[FORM OF WARRANT PURCHASE COMMITMENT AGREEMENT TO BE ENTERED INTO BY AND
BETWEEN THE REGISTRANT AND EACH OF MESSRS. XXXXXX AND SLASKY.]
, 2005
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Wedbush Xxxxxx Securities
0000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
RE: AD.VENTURE PARTNERS, INC.
Gentlemen:
This letter is being delivered to you in connection with the
Registration Statement on Form S-1 (File No. 333-124141) (as may be amended and
supplemented from time to time, the "REGISTRATION STATEMENT") that was initially
filed by Ad.Venture Partners, Inc., a Delaware corporation (the "COMPANY"), with
the Securities and Exchange Commission (the "SEC") on April 18, 2005, which
relates 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").
Capitalized terms used but not otherwise defined herein shall have the meaning
set forth on Schedule 1 hereto.
In order to induce the Company to engage in the IPO and to take all
steps necessary to effect the IPO, including the filing of amendments to the
Registration Statement with the SEC, 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 Company as follows:
(1) At least six (6) business days prior to the effectiveness of the
Registration Statement, the undersigned shall duly execute and deliver an
irrevocable order to purchase Warrants to the representative of the underwriters
identified in the Registration Statement (the "ORDER"), in the form attached
hereto as Schedule 2, with such terms and conditions as are consistent with the
terms and conditions set forth in the Registration Statement at the time it goes
effective and the terms and conditions set forth herein.
(2) The undersigned shall, within the forty-five (45) calendar day
period, commencing on the date separate trading of the Warrants commences (the
"SEPARATION DATE") pursuant to provisions set forth in the warrant agreement
governing the terms and conditions of such Warrants (the "WARRANT AGREEMENT"),
purchase for the undersigned's own account up to $ of Warrants in the public
marketplace at prices not to exceed $0.70 per Warrant.
(3) The undersigned shall not offer, pledge, sell, transfer or
otherwise dispose of, either directly or indirectly, any Warrants purchased
pursuant to this letter agreement or the Order until after the Business
Combination Date. Notwithstanding the foregoing, the undersigned may pledge
such Warrants as collateral to secure a bona fide loan from an unaffiliated
third party for the purpose of funding the undersigned's obligation to
purchase the Warrants pursuant to this letter agreement or the Order;
PROVIDED, HOWEVER, that, prior to any such pledge, such pledgee executes an
agreement, satisfactory to the Representative, pursuant to which such pledgee
agrees to receive and hold such Warrants subject to the provisions of this
paragraph and pursuant to which such pledgee agrees not to re-pledge such
Warrants.
This letter agreement shall be binding on the undersigned and his
respective successors and assigns.
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.
Very truly yours,
--------------------------------
[Name of Initial Stockholder]
Accepted and agreed as of the date hereof:
Ad.Venture Partners, Inc.
------------------------------------------
By:
Title:
2.
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
type of 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) of at least 80% of the Company's net assets at the
time of such merger, capital stock exchange, asset acquisition or other similar
type of 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.
SCHEDULE 2
, 2005
------------------
Wedbush Xxxxxx Securities
0000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
RE: AD.VENTURE PARTNERS, INC.
Gentlemen:
This letter will confirm the agreement of the undersigned to purchase
(the "PURCHASE COMMITMENT") warrants (the "WARRANTS") of Ad.Venture Partners,
Inc. (the "COMPANY") that are included in the units (the "Units") being sold in
the Company's initial public offering ("IPO") pursuant to the Company's
registration statement on Form S-1 (File No. 333-124141) (as may be amended and
supplemented from time to time, the "REGISTRATION STATEMENT"). The Purchase
Commitment shall be subject to the terms and conditions set forth herein.
The undersigned agrees that this letter agreement constitutes an
irrevocable order (the "ORDER") for the representative of the Underwriters
identified in the Registration Statement (the "REPRESENTATIVE") to purchase for
the undersigned's account, within the forty-five (45) calendar days commencing
on the date separate trading of the Warrants commences (the "SEPARATION DATE")
pursuant to provisions set forth in the warrant agreement governing the terms
and conditions of such Warrants (the "WARRANT AGREEMENT"), up to $ of Warrants
in the public marketplace at prices not to exceed $0.70 per Warrant
(the "MAXIMUM WARRANT PURCHASE"). The Representative (or such other broker
dealer(s) as the Representative may assign the order to) agrees to fill such
order in such amounts and at such times as it may determine, in its sole
discretion, during the forty-five (45) calendar days commencing on the
Separation Date.
The Representative further agrees that it will not charge the
undersigned or any Designee (as defined below) any fees and/or commissions with
respect to such purchase obligation. The undersigned may notify the
Representative that all or part of the Order will be fulfilled by an affiliate
of the undersigned (or another person or entity identified to the Representative
by the undersigned (each a "DESIGNEE")) who (or which) has an account at the
Representative and, in such event, the Representative will make such purchase on
behalf of said affiliate or Designee; provided, however, that the undersigned
hereby agrees to make payment of the purchase price of such purchase in the
event that the affiliate or Designee fails to make such payment; PROVIDED,
FURTHER, that any such Designee has executed an agreement, satisfactory
to the Representative, pursuant to which such Designee agrees not to offer,
pledge, sell, transfer or otherwise dispose of, either directly or
indirectly, any Warrants purchased pursuant to the Warrant purchase letter dated
as of _____ between the Representative and ________ (the "Warrant Purchase
Letter") or this Order until after the Business Combination Date (as defined in
the Warrant Purchase Letter).
This letter agreement shall be binding on the undersigned and his
respective heirs, successors and assigns.
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.
Very truly yours,
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[Name of Initial Stockholder]
