EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • California
EXHIBIT 10.11 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the- day of-, 2005, by and among Ad.Venture Partners, Inc., a Delaware corporation (the "COMPANY") and each of the undersigned...Registration Rights Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
EXHIBIT 10.8 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2005 by and between Ad.Venture Partners, Inc. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
Agreement made as of . 2005 between Ad.Venture Partners, Inc., a Delaware corporation, with offices at 18 W. 18th Street, 11th Floor, New York, New York 10011 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
WEDBUSH MORGAN SECURITIES INC. As representative of the several Underwriters 1000 Wilshire Blvd., 10th Floor Los Angeles, CA 90017 Re: Ad.Venture Partners, Inc. Initial Public Offering - Letter Agreement Dear Ladies and Gentlemen: This letter is being...Underwriting Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks
EXHIBIT 10.7 WEDBUSH MORGAN SECURITIES, INC. As representative of the several Underwriters 1000 Wilshire Blvd., 10th Floor Los Angeles, CA 90017 Re: Ad.Venture Partners, Inc. Initial Public Offering - Lock-up Agreement Dear Ladies and Gentlemen: This...Lock-Up Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks
AD.VENTURE PARTNERS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
This Stock Purchase Agreement (the “Agreement”) is made as of the 12th day of April, 2005, by and between ad.venture partners, inc., a Delaware corporation (the “Company”), and Howard S. Balter (“Purchaser”).
Ad.Venture Partners, Inc. 18 W. 18th Street, 11th Floor New York, New York 10011 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...Letter Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks
EXHIBIT 10.13 EXACT ADVERTISING, LLC OFFICE SERVICE AGREEMENT This Agreement is dated __________, 2005 and is entered into between eXact Advertising, LLC ("eXact") and Ad.Venture Partners, Inc. ("Client"). eXact and Client agree that eXact will...Office Service Agreement • July 1st, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York
