exv4w4



 






Exhibit 4.4




WARRANT AGREEMENT




     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”).



     WHEREAS, the Company is engaged in a public offering (“Public Offering”) of Units (“Units”)
and, in connection therewith, has determined to issue and deliver up
to (i) 20,700,000 Warrants
(“Public Warrants”) to the public investors, each of such Public Warrants evidencing the right of
the holder thereof to purchase one share of common stock, par value $.0001 per share, of the
Company’s Common Stock (“Common Stock”) for $5.00, subject to adjustment as described herein and
(ii) 900,000 Warrants to Wedbush Moran Securities Inc. (“Wedbush”) or its designees
(“Representative’s Warrants” and, together with the Public Warrants, the “Warrants”), each such
Representative’s Warrant evidencing the right of the holder thereof to purchase one share of Common
Stock for $6.65, subject to adjustments as described herein;



     WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration
Statement, No. 333-124141 on Form S-1 (“Registration Statement”) for the registration, under the
Securities Act of 1933, as amended (“Act”) of, among other securities, the Warrants and the Common
Stock issuable upon exercise of the Warrants;



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption, exercise and cancellation of the Warrants;



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.



 









 





     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:



1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and
agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.




2. Warrants.




     2.1. Form of Warrant. Each Warrant shall be issued in registered form only, shall be
in substantially the form of Exhibit A hereto, the provisions of which are incorporated
herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or
Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall
bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had
not ceased to be such at the date of issuance. All of the Warrants shall initially be represented
by one or more Book-Entry certificates (each a “Book Entry Warrant Certificate”).



     2.2. Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by
the holder thereof.



     2.3. Detachability of Warrants. The securities comprising the Units will not be
separately transferable until the earlier to occur of the expiration of the underwriters’ over
allotment option or 20 days after the exercise in full or in part by the underwriters of such
option (the “Detachment Date”), but in no event will separate trading of the securities comprising
the Units be allowed until the Company files a Current Report on Form 8-K which includes an audited
balance sheet reflecting the receipt by the Company of the net proceeds of the Public Offering
including the proceeds received by the Company from the exercise of the Underwriter’s
over-allotment option.



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     2.4. Registration.



          2.4.1. Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”),
for registration of original issuance and the registration of transfer of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company. All of the Warrants shall initially be
represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust
Company (the “Depository”) and registered in the name of Cede & Co., a nominee of the Depository.
Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the Depository or its nominee for
each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depository
(such institution, with respect to a Warrant in its account, a “Participant”).




          If the Depository subsequently ceases to make its book-entry settlement system available for
the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for
book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide
written instructions to the Depository to deliver to the Warrant Agent for cancellation each
Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the
Depository definitive Warrant Certificates in physical form evidencing such Warrants. Such
definitive Warrant Certificates shall be in the form annexed hereto as Exhibit A with
appropriate insertions, modifications and omissions, as provided above.




          2.4.2. Beneficial Owner; Registered Holder. The term “beneficial owner” shall mean,
on or after the Detachment Date, any person in whose name ownership of a beneficial interest in the
Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the
Depository or its nominee, and prior to the Detachment Date, the person in whose name the Unit to
which such Warrant Certificate was initially attached as registered upon the register relating to
such Units. Prior to due presentment for registration of transfer of any Warrant, the Company and
the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon
the Warrant Register (a “Registered Holder”), as the absolute owner of such Warrant and of each
Warrant represented thereby (notwithstanding any notation of




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ownership or other writing on the
Warrant Certificate made by anyone other than the Company or
the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.




     2.5 Warrants and Representative’s Warrants. The Representative’s Warrants shall have
the same terms and be in the same form as the Public Warrants except with respect to the Warrant
Price as set forth below in Section 3.1.



3. Terms and Exercise of Warrants




     3.1. Warrant Price. Each Public Warrant shall, when countersigned by the Warrant
Agent, entitle the registered holder thereof, subject to the provisions of such Public Warrant and
of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $5.00 per whole share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. Each Representative’s Warrant shall, when
countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the
provisions of such Representative’s Warrant and of this Warrant Agreement, to purchase from the
Company the number of shares of Common Stock stated therein, at the price of $6.65 per whole share,
subject to the adjustments provided in Section 4 hereof. The term “Warrant Price” as used in this
Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time
a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date.



     3.2. Duration of Warrants. A Warrant may be exercised only during the period
(“Exercise Period”) commencing on the later of the consummation by the Company of a merger, capital
stock exchange, asset or stock acquisition or other similar type of transaction or a combination of
any of the foregoing, 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 requirements as set forth in the Company’s Certificate of Incorporation) of at least 80%
of the Company’s net assets at the time of such acquisition (a “Business Combination”) or                    ,
2006, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i)                     ,
2010 or (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this
Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption Price
(as set forth in Section 6 hereunder), each Warrant not exercised on



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or before the Expiration Date
shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date. The
Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration
Date.




     3.3. Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering,
not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the
“Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate
evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the
Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an
account of the Warrant Agent at the Depository designated for such purpose in writing by the
Warrant Agent to the Depository from time to time, (ii) an election to purchase the Shares
underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed
by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry
Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s
procedures, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the
United States of America by certified or official bank check or by bank wire transfer in
immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B)
the Election to Purchase, or (C) the Exercise Price therefor, is received by the Warrant Agent
after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be
received and exercised on the Business Day next succeeding the Exercise Date. If the date
specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received
and exercised on the next succeeding day that is a Business Day. If the Warrants are received or
deemed to be received after the Expiration Date, the exercise thereof will be null and void and any
funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may
be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant
Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of
Warrants will be determined by the Company in its sole discretion and such determination will be
final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent
shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants.



     The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in
the account of the Company maintained with the Warrant Agent for such purpose and shall



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advise the
Company at the end of each day on which funds for the exercise of the Warrants are received of the
amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic
advice to the Company in writing.




     (i) The Warrant Agent shall, by 11:00 A.M on the Business Day following the Exercise Date of
any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the shares
of Common Stock (the “Shares”) issuable upon such exercise as to the number of Warrants exercised
in accordance with the terms and conditions of this Agreement, (b) the instructions of each
Registered Holder or Participant, as the case may be, with respect to delivery of the Shares
issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate,
evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a
Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the
Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other
information as the Company or such transfer agent and registrar shall reasonably require.



     (ii) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding
the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price,
execute, issue and deliver to the Warrant Agent, the Shares to which such Holder is entitled, in
fully registered form, registered in such name or names as may be directed by such Holder or the
Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00
P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such
Shares, to or upon the order of the Holder or Participant, as the case may be.



     In lieu of delivering physical certificates representing the Shares issuable upon exercise,
provided the Company’s transfer agent is participating in the Depository Fast Automated Securities
Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to
electronically transmit the Shares issuable upon exercise to the Registered Holder or participant
by crediting the account of Registered Holder’s prime broker with Depository or of the Participant
through its Deposit Withdrawal Agent Commission system. The time periods for delivery described
in the immediately preceding paragraph shall apply to the electronic transmittals described herein.
Notwithstanding the foregoing, the Company shall



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not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless a registration statement under the Act with respect to
the Common Stock is effective. Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise would be unlawful.




     (iii) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any
Warrant will be governed by the terms generally applicable to the Shares. From and after the
issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the
benefits generally available to other holders of Shares and such former Holder’s right to receive
payments of dividends and any other amounts payable in respect of the Shares shall be governed by,
and shall be subject to, the terms and provisions generally applicable to such Shares.



     (iv) Warrants may be exercised only in whole numbers of Warrants. No fractional shares of
Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of
Common Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of
the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the
number of Warrants remaining unexercised shall be executed by the Company and countersigned by the
Warrant Agent as provided in Section 2 hereof, and delivered to the holder of this Warrant
Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by
such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant
Certificate are exercised, a notation shall be made to the records maintained by the Depository,
its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
the balance of the Warrants remaining after such exercise.



     (v) The Company shall not be required to pay any stamp or other tax or governmental charge
required to be paid in connection with any transfer involved in the issue of the Shares upon the
exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be
required to issue or deliver any Shares until such tax or other charge shall have been paid or it
has been established to the Company’s satisfaction that no such tax or other charge is due.



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     3.3. Valid Issuance. All shares of Common Stock issued upon the proper exercise of a
Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.



     3.4. Date of Issuance. Each person in whose name any such certificate for shares of
Common Stock is issued shall for all purposes be deemed to have become the holder of record of such
shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.



4. Adjustments.




     4.1. Stock Dividends – Split-Ups. If after the date hereof, and subject to the
provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a
stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or
other similar event, then, on the effective date of such stock dividend, split-up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in
proportion to such increase in outstanding shares of Common Stock.



     4.2. Aggregation of Shares. If after the date hereof, and subject to the provisions
of Section 4.6, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common
Stock.



     4.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number
of shares of Common Stock purchasable upon the exercise of the Warrants immediately



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prior to such
adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.




     4.4. Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common
Stock), or in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved, the Warrant holders
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant holder would have received if
such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and
if any reclassification also results in a change in shares of Common Stock covered by Section 4.1
or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4.
The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.



     4.5. Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to the Warrant
holder, at the last address set forth for such holder in the warrant register, of the record date
or the effective date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.



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     4.6. No Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number the number of the shares of
Common Stock to be issued to the Warrant holder.



     4.7. Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Agreement. However, the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not
affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.



5. Transfer and Exchange of Warrants.




     5.1. Transfer of Warrants. Prior to the Detachment Date, Warrants may be transferred
or exchanged only together with the Unit in which such Warrant is included, and only for the
purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
prior to the Detachment Date, each transfer of a Unit on the register relating to such Units shall
operate also to transfer the Warrants included in such Unit. From and after the Detachment Date,
this Section 5.1 shall be of no further force and effect.



     5.2. Registration of Transfer. The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time
upon request.



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     5.3. Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the registered holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry
Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee
of the Depository, to a successor depository, or to a nominee of a successor depository; provided
further, however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall
countersign and deliver, in the name of the designated transferee a new Warrant Certificate or
Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of
unexercised Warrants.



     5.4. Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a warrant certificate for
a fraction of a warrant.



     5.5. Service Charges. No service charge shall be made for any exchange or
registration of transfer of Warrants.



     5.6. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized
to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.



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6. Redemption.




     6.1. Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time after they become exercisable
and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in
Section 6.2., at the price of $.01 per Warrant (“Redemption Price”), provided that the last sales
price of the Common Stock has been at least $8.50 per share, on each of twenty (20) trading days
within a thirty (30) trading day period ending on the third business day prior to the date on which
notice of redemption is given.



     6.2. Date Fixed for, and Notice of, Redemption. In the event the Company shall elect
to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the date fixed for redemption to the registered holders of the
Warrants to be redeemed at their last addresses as they shall appear on the registration books (the
“Redemption Notice”). Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given on the date sent whether or not the registered holder received
such notice.



     6.3. Exercise After Notice of Redemption. The Warrants may be exercised in accordance
with Section 3 of this Agreement at any time after notice of redemption shall have been given by
the Company pursuant to Section 6.2. hereof and prior to the time and date fixed for
redemption. On and after the redemption date, the record holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the Redemption Price.



     6.4 Outstanding Warrants Only. The Company understands that the redemption rights
provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds
rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However,
once such purchase rights are exercised, the Company may redeem the Warrants issued upon such
exercise provided that the criteria for redemption is met.



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7. Other Provisions Relating to Rights of Holders of Warrants.




     7.1. No Rights as Stockholder. A Warrant does not entitle the registered holder
thereof to any of the rights of a stockholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.



     7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



     7.3. Reservation of Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.



     7.4. Registration of Common Stock. The Company agrees that prior to the commencement
of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective
amendment to the Registration Statement, or a new registration statement, for the registration,
under the Act, of, and it shall take such action as is necessary to qualify for sale, in those
states in which the Warrants were initially offered by the Company, the Common Stock issuable upon
exercise of the Warrants. In either case, the Company will use its best efforts to cause the same
to become effective and to maintain the effectiveness of such registration statement
until the expiration of the Warrants in accordance with the provisions of this Agreement. The
provisions of this Section 7.4 may not be modified, amended or deleted without the prior written
consent of Wedbush.



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8. Concerning the Warrant Agent and Other Matters.




     8.1. Payment of Taxes. The Company will from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares.



     8.2. Resignation, Consolidation, or Merger of Warrant Agent.



          8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to
it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at
the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and
obligations.




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          8.2.2. Notice of Successor Warrant Agent. In the event a successor Warrant Agent
shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the
transfer agent for the Common Stock not later than the effective date of any such appointment.




          8.2.3. Merger or Consolidation of Warrant Agent. Any corporation into which the
Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.




     8.3. Fees and Expenses of Warrant Agent.



          8.3.1. Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent
upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of
its duties hereunder.




          8.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.




     8.4. Liability of Warrant Agent.



          8.4.1. Reliance on Company Statement. Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a statement signed by the Chief
Executive Officer or Chairman of the Board of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it
pursuant to the provisions of this Agreement.




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          8.4.2. Indemnity. The Warrant Agent shall be liable hereunder only for its own
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except
as a result of the Warrant Agent’s negligence, willful misconduct, or bad faith.




          8.4.3. Exclusions. The Warrant Agent shall have no responsibility with respect to the
validity of this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to
make any adjustments required under the provisions of Section 4 hereof or responsible for the
manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that
would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to
be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock
will when issued be valid and fully paid and nonassessable.




     8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency established by
this Agreement and agrees to perform the same upon the terms and conditions herein set forth and
among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the
purchase of shares of the Company’s Common Stock through the exercise of Warrants.



     8.6 The Warrant Agent hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any distribution of the Trust Account (as defined in that certain Investment
Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant
Agent), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
Claim against the Trust Fund for any reason whatsoever.



9. Miscellaneous Provisions.




     9.1. Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.



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     9.2. Notices. Any notice, statement or demand authorized by this Warrant Agreement to
be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as
follows:


Ad.Venture Partners, Inc.

18 W. 18th Street, 11th Floor

New York, New York 10011

Attn : Chairman


Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:



Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn : Compliance Department



with a copy in each case to:



Cooley Godward LLP

One Maritime Plaza, 20th Floor

San Francisco, California 94111-3580

Attn : Kenneth L. Guernsey, Esq.



     9.3.
Applicable Law. The validity, interpretation, and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in
the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and



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that such courts
represent an inconvenience forum. Any such process or summons to be served upon the Company may be
served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2
hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim.




     9.4. Persons Having Rights under this Agreement. Nothing in this Agreement expressed
and nothing that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the parties hereto and
the Registered Holders and, for the purposes of Sections 6.4 and 7.4 hereof, Wedbush, any right,
remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. Wedbush shall be deemed to be a third-party beneficiary
of this Agreement with respect to Sections 6.4 and 7.4 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole
and exclusive benefit of the parties hereto (and Wedbush with respect to the Sections 6.4 and 7.4
hereof) and their successors and assigns and of the registered holders of the Warrants.



     9.5. Examination of the Warrant Agreement. A copy of this Agreement shall be
available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.



     9.6. Counterparts. This Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



     9.7. Effect of Headings. The Section headings herein are for convenience only and are
not part of this Warrant Agreement and shall not affect the interpretation thereof.



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     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day
and year first above written.



	 	 	 	 	 	 	 
	Attest:	 	 	 	AD.VENTURE PARTNERS, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Howard S. Balter
	 

	 	 	 	 	 	Title: Chairman of the Board and Chief
	 

	 	 	 	 	 	Executive Officer
	 
	 	 	 	 	 	 
	Attest:	 	 	 	CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Steven Nelson
	 

	 	 	 	 	 	Title: Chairman






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Exhibit A

Form of Warrant