exv10w14



 






Exhibit 10.14




________________, 2005




Ad.Venture Partners, Inc.

18 W. 18th Street, 11th Floor

New York, NY 10011



Re: Warrant Purchase Commitment of Managing Underwriters




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 managing underwriters,
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) The undersigned shall, 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"), purchase for the undersigned’s own account up to $        of Warrants in the
public marketplace at prices not to exceed $0.70 per Warrant.



     (2) The
undersigned shall not offer, pledge, sell, transfer or otherwise dispose of, either directly or
indirectly, any Warrants purchased pursuant to this letter agreement until the Business Combination
Date.



     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,

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



Accepted and agreed as of the date hereof:




Ad.Venture Partners, Inc.




	 	 	 
	By:
	 	 
	 

	 	 
	Title:
	 	 






 









 





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.