exv10w8



 






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 Statement on Form S-1, No. 333-124141 (“Registration
Statement”), for its initial public offering of securities (“IPO”) has been declared effective as
of the date hereof by the Securities and Exchange Commission (“Effective Date”); and



     WHEREAS, Wedbush Morgan Securities Inc. (“Wedbush”) is acting as the representative of the
underwriters in the IPO; and



     WHEREAS, as described in the Company’s Registration Statement, and in accordance with the
Company’s Amended and Restated Certificate of Incorporation,
$50,380,000 of the gross proceeds of
the IPO ($58,156,000 if the underwriters over-allotment option is exercised in full) will be
delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company
and the holders of the Company’s common stock, par value $.0001 per share, issued in the IPO as
hereinafter provided and in the event the Units are registered in Colorado, pursuant to Section
11-51-302(6) of the Colorado Revised Statutes. A copy of the Colorado Statute is attached hereto
and made a part hereof (the amount to be delivered to the Trustee will be referred to herein as the
“Property”; the stockholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to
together as the “Beneficiaries”); and



     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the Property;



     IT IS AGREED:


1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:




     (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated
trust account (“Trust Account”) established by the Trustee at a branch of Smith Barney, a division
of Citigroup Global Markets Inc.;



     (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set
forth herein;



     (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest
the Property in any “Government Security.” As used herein, Government Security means money market
funds meeting conditions of the Investment Company Act of 1940 or securities issued or guaranteed
by the United States.



     (d) Collect and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;



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     (e) Notify the Company of all communications received by it with respect to any Property
requiring action by the Company;



     (f) Supply any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust Account;



     (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do so;



     (h) Render to the Company and to such other person as the Company may instruct in writing,
monthly statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account;



     (i) If there is any income tax obligation relating to the income of the Property in the Trust
Account, then, at the written instruction of the Company, the Trustee shall issue a check directly
to the taxing authorities designated by the Company, out of the Property in the Trust Account, the
amount indicated by the Company as owing to each such taxing authority; and



     (j) Commence
liquidation of the Trust Account promptly after receipt of and only in accordance
with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive
Officer or President and affirmed by its entire Board of Directors, and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account only as directed in the Termination Letter and the other documents referred to
therein; provided, however, that in the event that a Termination Letter has not been received by ____________, 2007 (or the date that is the six month anniversary of such date, in the event
that a letter of intent, agreement in principle or definitive agreement has been executed prior to such date in connection with a Business Combination (as defined in the Termination Letter
attached hereto as Exhibit A) that has not been consummated by ____________, 2007), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B to the stockholders of record on the record date; provided, further, that the record date shall be within ten (10) days of ____________, 2007 (or the date that is the
six month anniversary of such date, in the event that a letter of intent, agreement in principle or definitive agreement has been executed prior to such date in connection with a Business
Combination that has not been consummated by ____________, 2007), or as soon thereafter as is practicable.


2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:




     (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief
Executive Officer or President. In addition, except with respect to its duties under paragraph
1(j) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it in good faith believes to be given by any one
of the persons authorized above to give written instructions, provided that the Company shall
promptly confirm such instructions in writing;



     (b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the Trustee’s gross
negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or
claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim,



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provided, that the Trustee shall obtain the consent of the Company with respect to the
selection of counsel, which consent shall not be unreasonably withheld. The Company may
participate in such action with its own counsel;



     (c) Pay the Trustee an initial acceptance fee of $- and an annual fee of $- (it being
expressly understood that the Property shall not be used to pay such fee). The Company shall pay
the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the
fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account.
The Company shall not be responsible for any other fees or charges of the Trustee except as may be
provided in paragraph 2(b) hereof (it being expressly understood that the Property shall not be
used to make any payments to the Trustee under such paragraph);




     (d)    Provide to the Trustee any letter of intent, agreement in principle or definitive agreement
that is executed prior to ____________, 2007 in connection with a Business Combination; and



     (e)    In connection with any vote of the Company's stockholders regarding a Business Combination,
provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes (which firm may be the Trustee) verifying the vote of the Company's stockholders regarding such Business Combination.















3. Limitations of Liability. The Trustee shall have no responsibility or liability to:




     (a) Take any action with respect to the Property, other than as directed in paragraph 1 hereof
and the Trustee shall have no liability to any party except for liability arising out of its own
gross negligence or willful misconduct;



     (b) Institute any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;



     (c) Change the investment of any Property, other than in compliance with paragraph 1(c);



     (d) Refund any depreciation in principal of any Property;



     (e) Assume that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Company shall have delivered a written revocation of such authority to the Trustee;



     (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, judgment, instruction, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this agreement or any of the
terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the
proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;



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     (g) Verify the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action taken by it is as
contemplated by the Registration Statement; and



     (h) Pay any taxes on behalf of the Trust Account (it being expressly understood that , as set
forth in Section 1(i), if there is any income tax obligation relating to the income of the Property
in the Trust Account, then, at the written instruction of the Company, the Trustee shall issue a
check directly to the taxing authorities designated by the Company, out of the Property in the
Trust Account, the amount indicated by the Company as owing to each such taxing authority).


4. Termination. This Agreement shall terminate as follows:




     (a) If the Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that, in the event that the Company does not locate a
successor trustee within ninety days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever;



     (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(j) hereof, and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Paragraph 2(b).



5. Miscellaneous.




     (a) The Company and the Trustee each acknowledge that the Trustee will follow the security
procedures set forth below with respect to funds transferred from the Trust Account. Upon receipt
of written instructions, the Trustee will confirm such instructions with an Authorized Individual
at an Authorized Telephone Number listed on the attached Exhibit C. The Company and the Trustee
will each restrict access to confidential information relating to such security procedures to
authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or
other identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than
names. The Trustee shall not be liable for any loss, liability or



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expense resulting from any error in an account number or other identifying number, provided it
has accurately transmitted the numbers provided.



     (b) This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of laws. It may be executed in several
counterparts, each one of which shall constitute an original, and together shall constitute but one
instrument.



     (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. The parties hereto may change, waive, amend or modify any
provision contained herein that may be defective or inconsistent with any other provision contained
herein only upon the written consent of each of the parties hereto; provided that such action shall
not materially adversely affect the interests of the Public Stockholders. Any other change,
waiver, amendment or modification to this Agreement shall be subject to approval by a majority of
the Public Stockholders. As to any claim, cross-claim or counterclaim in any way relating to this
Agreement, each party waives the right to trial by jury.



     (d) The parties hereto consent to the jurisdiction and venue of any state or federal court
located in the City of New York for purposes of resolving any disputes hereunder.



     (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by
facsimile transmission:



     if to the Trustee, to:


Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson

Fax No.: (212) 509-5150



     if to the Company, to:


Ad.Venture Partners, Inc.

18 W. 18th Street, 11th Floor

New York, New York 10011

Attn: Howard S. Balter

Tel. No.: (212) 703-7241



     (f) This Agreement may not be assigned by the Trustee without the prior consent of the
Company.



     (g) Each of the Trustee and the Company hereby represents that it has the full right and power
and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it



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shall not make any claims or proceed against the Trust Account, including by way of set-off,
and shall not be entitled to any funds in the Trust Account under any circumstance.



     (h) The Trustee hereby waives any and all right, title, interest or claim of any kind
(“CLAIM”) in or to any distribution of the Trust Account, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever.



     (i) The Trustee hereby consents to the inclusion of Continental Stock Transfer & Trust Company
in the Registration Statement and other materials relating to the IPO.



[Signature page follows.]




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     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement
as of the date first written above.



	 	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as

Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	AD.VENTURE PARTNERS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Howard S. Balter 	 
	 	 	Title:  	Chief Executive Officer 	 
	 




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EXHIBIT A




[Letterhead of Company]




[Insert date]




Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven Nelson



	 	 	 
	Re:

	 	Trust Account No.                      Termination Letter






Gentlemen:




     Pursuant
to paragraph 1(j) of the Investment Management Trust Agreement between Ad.Venture Partners, Inc.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___,
2005 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement
(“Business Agreement”) with ___(“Target Business”) to consummate a business
combination with the Target Business (“Business Combination”) on or about [insert date]. The
Company shall notify you at least two business days in advance of the actual date of the
consummation of the Business Combination (“Consummation Date”).



     Pursuant
to paragraph 2(e) of the Trust Agreement, we are providing you with [an affidavit][a certificate] of ____________,
which verifies the vote of the Company's stockholders in connection
with the Business Combination. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence
liquidation of the Trust Account to the effect that, on the Consummation Date, all of funds held in
the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date.



     On the Consummation Date (i) counsel for the Company shall deliver to you written notification
that (a) the Business Combination has been consummated and (b) the provisions of Section
11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met, and (ii) the Company shall
deliver to you written instructions with respect to the transfer of the funds held in the Trust
Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held
in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon
the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust
Agreement shall be terminated and the Trust Account closed.



     In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then the funds held in the Trust



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Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.



	 	 	 	 	 
	 	Very truly yours,



AD.VENTURE PARTNERS,
INC.

 	 
	 	By:  	 	 
	 	 	Howard S. Balter, Chief Executive Officer 	 
	 	 	 	 
	 




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EXHIBIT B




[Letterhead of Company]




[Insert date]




Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven Nelson



	 	 	 
	Re:

	 	Trust Account No.
                    Termination Letter






Gentlemen:




     Pursuant to the Investment Management Trust Agreement between Ad.Venture Partners, Inc.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___,
2005 (“Trust Agreement”), this is to advise you that the Board of Directors of the Company has
voted to dissolve and liquidate the Trust Account. Attached hereto is a copy of the minutes of the
meeting of the Board of Directors of the Company relating thereto, certified by the Secretary of
the Company as true and correct and in full force and effect.



     In
accordance with the terms of the Trust Agreement, we hereby (a)
certify to you that the provisions of Section 11-51-302(6) and 

Rule 51-3.4 of the Colorado Statute have been met and (b) authorize you,
to commence liquidation of the Trust Account. In connection with this
liquidation, you are hereby authorized to establish a record date for
the purposes of determining the stockholders of record entitled to
receive their per share portion of the Trust Account. The record date
shall be within ten (10) days of the liquidation date, or as soon
thereafter as is practicable. You will notify the Company in writing
as to when all of the funds in the Trust Account will be available
for immediate transfer (“Transfer Date”) in accordance with
the terms of the Trust Agreement and the Amended and Restated
Certificate of Incorporation of the Company. You shall commence
distribution of such funds in accordance with the terms of the Trust
Agreement and the Amended and Restated Certificate of Incorporation of
the Company and you shall oversee the distribution of the funds. Upon
the payment of all the funds in the Trust Account, the Trust
Agreement shall be terminated.



	 	 	 	 	 
	 	Very truly yours,





AD.VENTURE PARTNERS,
INC.

 	 
	 	By:  	 	 
	 	 	Howard S. Balter, Chief Executive Officer 	 
	 	 	 	 
	 




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EXHIBIT C




	 	 	 
	AUTHORIZED INDIVIDUAL(S)

FOR TELEPHONE CALL BACK

	 	AUTHORIZED

TELEPHONE NUMBER(S)






Company:




	 	 	 
	Ad.Venture Partners, Inc.
	 	 
	18 W. 18th Street, 11th Floor
	 	 
	New York, New York 10011
	 	 
	Attn: Howard S. Balter, Chief Executive Officer

	 	(212) 703-7241






Trustee:




	 	 	 
	Continental Stock Transfer & Trust Company
	 	 
	17 Battery Place
	 	 
	New York, New York 10004
	 	 
	Attn: Steven G. Nelson, Chairman

	 	(212) 845-3200