exv4w5



 






Exhibit 4.5




FORM OF UNDERWRITER PURCHASE OPTION




     THE HOLDER (AS DEFINED HEREIN) OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT
IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE
REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED
BELOW) TO ANYONE OTHER THAN (I) UNDERWRITER, OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING
(DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF ANY UNDERWRITER OR SELECTED DEALER.



     THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY
AD.VENTURE PARTNERS, INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR
OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE
COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND (II) ___, 2006. VOID AFTER 5:00
P.M. EASTERN TIME, ___, 2010.



UNIT PURCHASE OPTION




FOR THE PURCHASE OF




625,000 UNITS




OF




AD.VENTURE PARTNERS, INC.





	1.	 	Purchase Option.





               This Certifies That, in consideration of $100 duly paid by or on behalf of Wedbush
Morgan Securities Inc. (“Wedbush”), as registered owner of this purchase option (“Purchase
Option”), to Ad.Venture Partners, Inc. (“Company”), Holder is entitled, at any time or from time to
time upon the later of (i) the consummation of a Business Combination and (ii) ___, 2006
(“Commencement Date”), and at or before 5:00 p.m., Eastern Time, ___, 2010 (“Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Six
Hundred Twenty-Five Thousand (625,000) units (“Units”) of the Company, each Unit consisting of one
share of common stock of the Company, par value $.0001 per share (“Common Stock”), and two warrants
(“Warrant(s)”) expiring five years from the effective date (“Effective Date”) of the registration
statement (“Registration Statement”) pursuant to which Units are offered for sale to the public
(“Offering”). Each Warrant is the same as the warrants included in the Units being registered for
sale to the public by way of the Registration Statement (“Public Warrants”) except that the
Warrants have an exercise price of $6.65 per share, subject to adjustment as provided in Section 6
hereof. If the Expiration Date is a day on which banking institutions are authorized by law to
close, then this Purchase Option may be exercised on the next succeeding day which is not such a
day in accordance with the terms herein.



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               During the period ending on the Expiration Date, the Company agrees not to take any action
that would terminate the Purchase Option. This Purchase Option is initially exercisable at $7.50
per Unit so purchased; provided, however, that upon the occurrence of any of the events specified
in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per
Unit and the number of Units (and shares of Common Stock and Warrants) to be received upon such
exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial
exercise price or the adjusted exercise price, depending on the context.



               The term “Holder” shall mean, as of any date, Wedbush and/or any transferee who acquired the
Purchase Option(s) in accordance with Section 3.1 hereof.



               As used herein, the term “Business Day” shall mean any day, except a Saturday, Sunday or legal
holiday on which the banking institutions in the City of New York are authorized or obligated by
law or executive order to close.




	2.	 	Exercise.





               2.1 Exercise Form. In order to exercise this Purchase Option, the exercise form attached
hereto as Exhibit A must be duly executed and completed and delivered to the Company, together with
this Purchase Option and payment of the Exercise Price for the Units being purchased payable in
cash or by certified check or official bank check. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date this Purchase
Option shall become and be void without further force or effect, and all rights represented hereby
shall cease and expire.



               2.2 Legend. Each certificate for the securities purchased under this Purchase Option shall
bear a legend as follows unless such securities have been registered under the Securities Act of
1933, as amended (“Act”):




“The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (“Act”) or
applicable state law. The securities may not be offered for sale,
sold or otherwise transferred, in whole or in part, except pursuant
to an effective registration statement under the Act, or pursuant to
an exemption from registration under the Act and applicable state
law.”



               2.3 Cashless Exercise.



                         2.3.1 Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the
number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to
receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the
right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase
Option into Units (“Conversion Right”) as follows: upon exercise of the Conversion Right, the
Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in
cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to
the quotient obtained by dividing (x) the “Value” (as defined below) of the portion of the Purchase
Option being converted by (y) the “Current Market



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Value” (as defined below). The “Value” of the portion of the Purchase Option being converted
shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii)
the number of Units underlying the portion of this Purchase Option being converted from (b) the
Current Market Value of a Unit multiplied by the number of Units underlying the portion of the
Purchase Option being converted. As used herein, the term “Current Market Value” per Unit at any
date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied
by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit
from (y) (i) the Current Market Price of the Common Stock multiplied by (ii) the number of shares
of Common Stock underlying one Unit, which shall include the shares of Common Stock underlying the
Warrants included in such Unit. The “Current Market Price” of a share of Common Stock shall mean
(i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq
National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the
Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market
for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if
the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National
Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin
Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for
the Common Stock on the last trading day preceding the date in question for which such quotations
are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair
market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such
price as the Board of Directors of the Company shall determine, in good faith.




                         2.3.2 Mechanics of Cashless Exercise. The Cashless Exercise Right may be exercised by the
Holder on any business day on or after the Commencement Date and not later than the Expiration Date
by delivering the Purchase Option with the duly executed exercise form attached hereto with the
cashless exercise section completed to the Company, exercising the Cashless Exercise Right and
specifying the total number of Units the Holder will purchase pursuant to such Cashless Exercise
Right.



                         2.3.3 Warrant Exercise. Any Warrants underlying the Units shall be issued pursuant to and
subject to the terms and conditions set forth in the Warrant Agreement, entered into by and between
the Company and Continental Stock Transfer & Trust Company, dated as of ___, 2005; provided,
that the exercise price of the Warrants shall be as set forth herein.




	3.	 	Transfer.





               3.1 General Restrictions. The registered Holder of this Purchase Option, by its acceptance
hereof, agrees that it will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of
this Purchase Option for a period of 180 days following the Effective Date to anyone other than (i)
an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer,
partner, subsidiary or other affiliate of any such underwriter or selected dealer. On and after
the 180th day following the Effective Date, this Purchase Option may be sold, transferred,
assigned, pledged, hypothecated or otherwise disposed of, in whole or in part, subject to
compliance with or exemptions from applicable securities laws; provided that any transfer to any
person other than (i) an underwriter or a selected dealer participating in the Offering, or (ii) a
bona fide officer, partner, subsidiary or other affiliate of any such underwriter or selected
dealer



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shall be subject to the prior written consent of the Company (which consent shall not be
unreasonably withheld). In order to make any permitted assignment, the Holder must deliver to the
Company the assignment form attached hereto as Exhibit B duly executed and completed and the
written agreement of the transferee to be bound by the terms of this Section 3.1, together with the
Purchase Option and payment of all transfer taxes, if any, payable in connection therewith.




               3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall
not be transferred unless and until (i) the Company has received the opinion of counsel for the
Holder that the securities may be transferred pursuant to an exemption from registration under the
Act and applicable state securities laws, the availability of which is established to the
reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Bingham
McCutchen LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a
registration statement or a post-effective amendment to the Registration Statement relating to such
securities has been filed by the Company and declared effective by the Securities and Exchange
Commission and compliance with applicable state securities law has been established.




	4.	 	New Purchase Options to be Issued.





               4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this
Purchase Option may be exercised or assigned in whole or in part. In the event of the exercise or
assignment hereof in part only, upon surrender of this Purchase Option for cancellation, together
with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price
(except to the extent the Holder elects to exercise this Purchase Option by means of a cashless
exercise as provided by Section 2.3 above) and/or transfer tax, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option
in the name of the Holder evidencing the right of the Holder to purchase the number of Units
purchasable hereunder as to which this Purchase Option has not been exercised or assigned. In
addition, the Company shall cause to be delivered to any permitted transferee without charge a new
Purchase Option of like tenor to this Purchase Option in the name of such transferee evidencing the
right of such transferee to purchase the number of Units purchasable hereunder as to which this
Purchase Option has been transferred to such transferee.



               4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase
Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of
such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on
the part of the Company.




	5.	 	Registration Rights.





               5.1 Demand Registration.



               5.1.1 Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the
Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying
securities (“Majority Holders”), agrees to register on one occasion, all or



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any portion of the Purchase Options requested by the Majority Holders in the Initial Demand
Notice and all of the securities underlying such Purchase Options, including the Units, Common
Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable
Securities”). On such occasion, the Company will file a registration statement or a post-effective
amendment to the Registration Statement covering the Registrable Securities within sixty days after
receipt of the Initial Demand Notice and use its reasonable best efforts to have such registration
statement or post-effective amendment declared effective as soon as possible thereafter; provided,
that, if the Chief Executive Officer of the Company furnishes to the Majority Holders a certificate
stating in good faith that the Company expects to file a registration statement (other than a
registration statement relating to any employee benefit plan, or a registration statement related
solely to stock issued upon conversion of debt securities) within 90 days of the Company’s receipt
of the Initial Demand Notice and is exercising its right to delay the filing of a Registration
Statement during the resulting Blackout Period (defined below) (the “Blackout Period Certificate”)
within five (5) Business Days after it receives the Initial Demand Notice then (i) the Company
shall not be required to take any action pursuant to this section 5.1 during such Blackout Period
provided that the Company is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective, (ii) the Initial Demand Notice shall be deemed
received, for purposes of determining the availability of registration rights of the Holders under
this Section 5.1, when actually received by the Company, and (iii) the Initial Demand Notice shall
be deemed received, for purposes of determining the timing of any obligation of the Company under
this Section 5.1, on the first Business Day immediately succeeding the conclusion of such Blackout
Period. The Initial Demand Notice for registration may be made at any time during a period of five
years beginning on the Effective Date; provided, that the Majority Holders may not deliver an
Initial Demand Notice pursuant to this Section 5.1.1 prior to the consummation of a Business
Combination. The Company shall give written notice of its receipt of any Initial Demand Notice by
any Holder(s) to all other registered Holders of the Purchase Options and/or the Registrable
Securities within ten days from the date of the receipt of any such Initial Demand Notice. Once
made, a request for registration pursuant to an Initial Demand Notice provided in accordance with
this Section 5.1.1 may not be revoked, except that such a request for registration pursuant to an
Initial Demand Notice may be revoked (and shall not be deemed to have been made for purposes of
determining the rights of the Holders under this Section 5.1.1) by a Majority Holders if (i) the
Majority Holders have received a notice of a Blackout Period from the Company and (ii) the Majority
Holders provide written notice to the Company within thirty (30) days of receipt of any such notice
of a Blackout Period requesting such revocation for the purpose of preserving the right to request
registration pursuant to an Initial Demand Notice at a time subsequent thereto. For purposes of
this Section 5, “Blackout Period” means a period not to exceed (90) days beginning on the date the
Company’s Chief Executive Officer furnishes to the Majority Holder the Blackout Period Certificate;
provided that in the event the Company in fact files such registration statement within such 90-day
period, such 90-day period shall be extended until the last day of the distribution period of such
primary offering of securities. The Company may not delay the ability of the Majority Holders to
exercise any of their righ
ts under this Purchase Option by way of giving notice of a Blackout
Period more than once in any 12 month period, and any notice of a Blackout Period given by the
Company to the Majority Holders cannot come less than six months after a previous Blackout Period
notice given by the Company. Notwithstanding anything to the contrary herein, a request for
registration pursuant to an Initial Demand Notice




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shall not be deemed to have been made for purposes of determining the rights of the Holders
under this Section 5.1.1 if (i) the Majority Holders have requested registration pursuant to an
Initial Demand Notice and (ii) such registration has not occurred as a result of the Company’s
failure to comply with its obligations under this Section 5.1. For the avoidance of doubt, subject
to the other terms and conditions set forth herein, the Company is required to effect only one (1)
registration at the request of the Majority Holders under this Section 5.1.1 that is declared or
ordered effective.




               5.1.2 Terms. The Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the reasonable fees and expenses of one legal counsel selected by
the Majority Holders to represent them in connection with the sale of the Registrable Securities,
but the Majority Holders shall pay any and all underwriting discounts and commissions. The Company
agrees to use its reasonable best efforts to qualify or register the Registrable Securities in such
States as are reasonably requested by the Majority Holder(s); provided, however, that in no event
shall the Company be required to register the Registrable Securities in a State in which such
registration would cause (i) the Company to be obligated to qualify to do business in such State,
or would subject the Company to taxation as a foreign corporation doing business in such
jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their
shares of capital stock of the Company. The Company shall cause any registration statement or
post-effective amendment filed pursuant to the demand rights granted under Section 5.1.1 to remain
effective for a period of nine consecutive months from the effective date of such registration
statement or post-effective amendment.



               5.2 “Piggy-Back” Registration.



                         5.2.1 Grant of Right. In addition to the demand right of registration, the Holders of the
Purchase Options shall have the right for a period of seven years commencing on the Effective Date,
to include the Registrable Securities as part of any other registration of securities filed by the
Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under
the Act or pursuant to Form S-8); provided, however, that if the managing underwriter or
underwriters for such offering that is to be an underwritten offering advises the Company and the
Holders in writing that the dollar amount or number of Registrable Securities that the Holders
desire to sell, taken together with all other shares of Common Stock or other securities that the
Company desires to sell and the shares of Common Stock, if any, as to which registration has been
requested pursuant to written contractual piggy-back registration rights held by other holders of
the Company’s securities who desire to sell securities, exceeds the maximum dollar amount or
maximum number of shares that can be sold in such offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of
Shares”), then the Company shall include in such registration:



                                   (i) If the registration is undertaken for the Company’s account or is a “demand” registration
undertaken at the demand of persons who were stockholders of the Company prior to the consummation
of its initial public offering (the “Initial Stockholders”) pursuant to the Registration Rights
Agreement, dated as of ___, 2005, by and among the Company and the stockholders party
thereto (the “Registration Rights Agreement”), (A) first, the



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shares of Common Stock for the account of the demanding Initial Stockholders (“Insider
Shares”) as to which the demand registration has been requested pursuant to the Registration Rights
Agreement, together with all other shares of Common Stock or other securities that the Company
desires to sell and the Registrable Securities as to which registration has been requested pursuant
to this Section 5.2 (all pro rata in accordance with the number of shares that the Holders, the
Company, and/or the Initial Stockholders shall have requested to be included in such registration),
that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common
Stock, if any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights which other shareholders desire to sell that can be sold without
exceeding the Maximum Number of Shares; and (C) third, to the extent the Maximum Number of Shares
has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any,
that other stockholders desire to sell that can be sold without exceeding the Maximum Number of
Shares; and




                                   (ii) If the registration is a “demand” registration undertaken at the demand of persons other
than the holders of Registrable Securities or the Initial Stockholders pursuant to written
contractual arrangements with such persons, (A) first, the shares of Common Stock for the account
of the demanding persons as to which demand registration has been requested, together with all
other shares of Common Stock or other securities that the Company desires to sell, the Registrable
Securities as to which registration has been requested pursuant to this Section 5.2, and the
Insider Shares as to which registration has been requested pursuant to the Registration Rights
Agreement (all pro rata in accordance with the number of shares that the demanding stockholders,
the Holders, the Company, and/or the Initial Stockholders shall have requested to be included in
such registration), that can be sold without exceeding the Maximum Number of Shares; (B) second, to
the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A),
the shares of Common Stock, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights which other shareholders desire to sell that can be sold
without exceeding the Maximum Number of Shares; and (C) third, to the extent the Maximum Number of
Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if
any, that other stockholders desire to sell that can be sold without exceeding the Maximum Number
of Shares.



                         5.2.2 Terms. The Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of one legal counsel selected by a majority of the
Holders to represent them in connection with the sale of the Registrable Securities but the Holders
shall pay any and all underwriting discounts and commissions related to the Registrable Securities.
In the event of such a proposed registration, the Company shall furnish the then Holders of
outstanding Registrable Securities with not less than fifteen days written notice prior to the
proposed date of filing of such registration statement. Such notice to the Holders shall continue
to be given for each applicable registration statement filed (during the period in which the
Purchase Option is exercisable) by the Company until such time as all of the Registrable Securities
have been registered and sold. The holders of the Registrable Securities shall exercise the
“piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of
the Company’s notice of its intention to file a registration statement.



               5.3 Suspension of Use of Effective Registration Statement. If a registration



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statement relating to the registration of Registrable Securities under this Section 5 hereof
has been declared effective (“Effective Registration Statement”), subject to the good faith
determination by the Board of Directors of the Company that it is reasonably necessary to suspend
the use of such Effective Registration Statement or sales of Registrable Securities by Holders
under such Effective Registration Statement, the Company may, upon written notice (the “Suspension
Notice”) to the Holders, direct the Holders to suspend the use of or sales under such Effective
Registration Statement for a period not to exceed thirty (30) days in any three (3) month period or
ninety (90) days in the aggregate in any twelve (12) month period, if any of the following events
(each, a “Suspension Event”) shall occur: negotiations relating to, or the consummation of, a
transaction or the occurrence of an event, in each case, that (i) would require additional
disclosure of material information by the Company in such Effective Registration Statement or other
public filings and which has not been so disclosed, and (ii) either (x) as to which the Company has
a bona fide business purpose for preserving confidentiality, or (y) that renders the Company unable
to comply with SEC requirements or (z) that would make it unduly burdensome to promptly amend or
supplement such Effective Registration Statement on a post-effective basis, as applicable. Upon
the occurrence of any such Suspension Event, the Company shall use its reasonable best efforts to
take or cause to be taken such action as is necessary to permit resumed use of such Effective
Registration Statement promptly following the cessation of the Suspension Event giving rise to such
suspension so as to permit the Holders to resume use of and sales under such Effective Registration
Statement as soon as practicable thereafter. Upon cessation of the Suspension Event giving rise to
such suspension, the Company shall provide the Holders with prompt written notice that the
Suspension Event has ceased (the “End of Suspension Notice”).




               The Holders shall not effect any sales of the Registrable Securities pursuant to such
Effective Registration Statement at any time after it has received a Suspension Notice from the
Company and prior to receipt of an End of Suspension Notice. If so directed by the Company in a
Suspension Notice, each Holder will deliver to the Company (at the expense of the Company) all
copies, other than permanent file copies then in such Holder’s possession, of any prospectuses
covering the Registrable Securities at the time of receipt of such Suspension Notice.



               5.4 General Terms.



                         5.4.1 Indemnification. The Company shall indemnify the Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage,
expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against litigation, commenced or threatened, or
any claim whatsoever whether arising out of any action between the underwriter and the Company or
between the underwriter and any third party or otherwise) to which any of them may become subject
under the Act, the Exchange Act or otherwise, arising from such registration statement but only to
the same extent and with the same effect as the provisions pursuant to which the Company has agreed
to indemnify the underwriters contained in Section 5 of the Underwriting Agreement between the
Company, Wedbush and the other underwriters named therein dated the Effective Date. The Holder(s)
of the Registrable Securities to be sold pursuant to such registration statement, and their
successors and assigns, shall severally, and not



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jointly, indemnify the Company, its officers and directors and each person, if any, who
controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise,
arising from information furnished by or on behalf of such Holders, or their successors or assigns,
in writing, for specific inclusion in such registration statement but only to the same extent and
with the same effect as the provisions contained in Section 5 of the Underwriting Agreement
pursuant to which the underwriters have agreed to indemnify the Company.




               5.4.2 Exercise of Purchase Options. Nothing contained in this Purchase Option shall be
construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such
Purchase Options prior to or after the initial filing of any registration statement or the
effectiveness thereof.



               5.4.3 Documents Delivered to Holders. The Company shall furnish Wedbush, as representative of
the Holders participating in any of the foregoing offerings, a signed counterpart, addressed to the
participating Holders, of (i) an opinion of counsel to the Company, dated the effective date of
such registration statement (and, if such registration includes an underwritten public offering, an
opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a
“cold comfort” letter dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, a letter dated the date of the closing under
the underwriting agreement) signed by the independent public accountants who have issued a report
on the Company’s financial statements included in such registration statement, in each case
covering substantially the same matters with respect to such registration statement (and the
prospectus included therein) and, in the case of such accountants’ letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of
issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities. The Company shall also deliver promptly to Wedbush, as representative of
the Holders participating in the offering, the correspondence and memoranda described below and
copies of all correspondence between the Commission and the Company, its counsel or auditors and
all memoranda relating to discussions with the Commission or its staff with respect to the
registration statement and permit Wedbush, as representative of the Holders, to do such
investigation, upon reasonable advance notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably necessary to comply with applicable
securities laws or rules of the National Association of Securities Dealers, Inc. (“NASD”). Such
investigation shall include access to books, records and properties and opportunities to discuss
the business of the Company with its officers and independent auditors, all to such reasonable
extent and at such reasonable times and as often as Wedbush, as representative of the Holders,
shall reasonably request. The Company shall not be required to disclose any confidential
information or other records to Wedbush, as representative of the Holders, or to any other person,
until and unless such persons shall have entered into reasonable confidentiality agreements (in
form and substance reasonably satisfactory to the Company), with the Company with respect thereto.



               5.4.4 Underwriting Agreement. The Company shall enter into an underwriting agreement with the
managing underwriter(s), if any, selected by any Holders whose



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Registrable Securities are being registered pursuant to this Section 5, which managing
underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably
satisfactory in form and substance to the Company, each Holder and such managing underwriters, and
shall contain such representations, warranties and covenants by the Company and such other terms as
are customarily contained in agreements of that type used by the managing underwriter. The Holders
shall be parties to any underwriting agreement relating to an underwritten sale of their
Registrable Securities and may, at their option, require that any or all the representations,
warranties and covenants of the Company to or for the benefit of such underwriters shall also be
made to and for the benefit of such Holders; provided that the foregoing shall not be deemed to
permit such Holders to negotiate the terms of the underwriting agreement (in their capacity as
Holders). Such Holders shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters except as they may relate to such Holders and their
intended methods of distribution. Such Holders, however, shall agree to such covenants and
indemnification and contribution obligations for selling stockholders as are customarily contained
in agreements of that type used by the managing underwriter. Further, such Holders shall execute
appropriate custody agreements and otherwise cooperate fully in the preparation of the registration
statement and other documents relating to any offering in which they include securities pursuant to
this Section 5. Each Holder shall also furnish to the Company such information regarding itself,
the Registrable Securities held by it, and the intended method of disposition of such securities as
shall be reasonably required to effect the registration of the Registrable Securities.




               5.4.5 Rule 144 Sale. Notwithstanding anything contained in this Section 5 to the contrary,
the Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the registration of
Registrable Securities held by any Holder (i) where such Holder would then be entitled to sell
under Rule 144 promulgated under the Act (“Rule 144”) within any three-month period (or such other
period prescribed under Rule 144 as may be provided by amendment thereof) all of the Registrable
Securities then held by such Holder, and (ii) where the number of Registrable Securities held by
such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such
Holder were an affiliate within the meaning of Rule 144).



               5.4.6 Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice from the
Company of the happening of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, such Holder will immediately
discontinue disposition of Registrable Securities pursuant to the Registration Statement covering
such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended
prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of such destruction)
all copies, other than permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such notice.



               5.4.7 Holder Obligations. No Holder may participate in any underwritten offering pursuant to
this Section 5 unless such Holder (i) agrees to sell only the Holder’s Registrable Securities on
the basis reasonably provided in any underwriting agreement, and (ii)



10









 




completes, executes and delivers any and all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements and other documents reasonably and customarily
required by or under the terms of any underwriting agreement.





	6.	 	Adjustments.





               6.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number
of Units underlying the Purchase Option shall be subject to adjustment from time to time as
hereinafter set forth:



                         6.1.1 Stock Dividends — Split-Ups. If after the date hereof, and subject to the provisions of
Section 6.4 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 thereof, the number of shares of Common Stock underlying
each of the Units purchasable hereunder shall be increased in proportion to such increase in
outstanding shares. In such case, the number of shares of Common Stock, and the exercise price
applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder
shall be adjusted in accordance with the terms of the Warrants. For example, if the Company
declares a two-for-one stock dividend and at the time of such dividend this Purchase Option is for
the purchase of one Unit at $7.50 per whole Unit (each Warrant underlying the Units is exercisable
for $6.65 per share), upon effectiveness of the dividend, this Purchase Option will be adjusted to
allow for the purchase of one Unit at $7.50 per Unit, each Unit entitling the holder to receive two
shares of Common Stock and four Warrants (each Warrant exercisable for $3.325 per share).



                         6.1.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 6.4, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of shares of Common Stock or other similar event, then, on the
effective date thereof, the number of shares of Common Stock underlying each of the Units
purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares. In
such case, the number of shares of Common Stock, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants.



                         6.1.3 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
6.1.1 or 6.1.2 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 property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase Option shall have the right thereafter (until the expiration of the
right of exercise of this Purchase Option) to receive upon the exercise hereof, for the same
aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or



11









 




consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the
number of shares of Common Stock of the Company obtainable upon exercise of this Purchase Option
and the underlying Warrants immediately prior to such event; and if any reclassification also
results in a change in shares of Common Stock covered by Section 6.1.1 or 6.1.2, then such
adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions
of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.




                         6.1.4 Changes in Form of Purchase Option. This form of Purchase Option need not be changed
because of any change pursuant to this Section, and Purchase Options issued after such change may
state the same Exercise Price and the same number of Units as are stated in the Purchase Options
initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new
Purchase Options reflecting a required or permissive change shall not be deemed to waive any rights
to an adjustment occurring after the Commencement Date or the computation thereof.



               6.2 [Intentionally Omitted]



               6.3 Substitute Purchase Option. In case of any consolidation of the Company with, or merger
of the Company with, or merger of the Company into, another corporation (other than a consolidation
or merger which does not result in any reclassification or change of the outstanding Common Stock),
the corporation formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or
to be outstanding shall have the right thereafter (until the stated expiration of such Purchase
Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares of stock
and other securities and property receivable upon such consolidation or merger, by a holder of the
number of shares of Common Stock of the Company for which such Purchase Option might have been
exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental
Purchase Option shall provide for adjustments which shall be identical to the adjustments provided
in Section 6. The above provision of this Section shall similarly apply to successive
consolidations or mergers.



               6.4 Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock or Warrants upon the exercise of the
Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of Warrants, shares of Common Stock or other
securities, properties or rights.




	7.	 	Reservation and Listing.





               The Company shall at all times reserve and keep available out of its authorized shares of
Common Stock, solely for the purpose of issuance upon exercise of the Purchase Options or the
Warrants underlying the Purchase Option, such number of shares of Common Stock or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company covenants and
agrees that, upon exercise of the Purchase Options and payment of the Exercise Price therefor, all
shares of Common Stock and other securities issuable upon such exercise shall



12









 




be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights
of any stockholder. The Company further covenants and agrees that upon exercise of the Warrants
underlying the Purchase Options and payment of the respective Warrant exercise price therefor, all
shares of Common Stock and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As
long as the Purchase Options shall be outstanding, the Company shall use its best efforts to cause
all (i) Units and shares of Common Stock issuable upon exercise of the Purchase Options, (iii)
Warrants issuable upon exercise of the Purchase Options and (iv) shares of Common Stock issuable
upon exercise of the Warrants included in the Units issuable upon exercise of the Purchase Option
to be listed (subject to official notice of issuance) on all securities exchanges (or, if
applicable on the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or any successor
trading market) on which the Units, the Common Stock or the Public Warrants issued to the public in
connection herewith may then be listed and/or quoted.





	8.	 	Certain Notice Requirements.





               8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon
the Holders the right to vote or consent as a stockholder for the election of directors or any
other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at
any time prior to the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give
written notice of such event at least fifteen days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other
stockholders of the Company at the same time and in the same manner that such notice is given to
the stockholders.



               8.2 Events Requiring Notice. The Company shall be required to give the notice described in
this Section 8 upon one or more of the following events: (i) if the Company shall take a record of
the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable
otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend
or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of
its Common Stock any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially all of its property,
assets and business shall be proposed.



               8.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring
a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such
event and change (“Price Notice”). The Price Notice shall describe the event causing the change
and the method of calculating same and shall be certified as being true and accurate by the
Company’s President and Chief Financial Officer.



13









 





               8.4 Transmittal of Notices. All notices, requests, consents and other communications under
this Purchase Option shall be in writing and shall be deemed to have been duly made when hand
delivered, or mailed by express mail or next-day courier service: (i) If to the registered Holder
of the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii)
if to the Company, to the following address or to such other address as the Company may designate
by notice to the Holders:


Ad.Venture Partners, Inc.

18 W. 18th Street, 11th Floor

New York, New York, 10011

Attn: Howard S. Balter, Chief Executive Officer




	9.	 	Miscellaneous.





               9.1 Amendments. The Company and Wedbush may from time to time supplement or amend this
Purchase Option without the approval of any of the Holders in order to cure any ambiguity, to
correct or supplement any provision contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters or questions arising
hereunder that the Company and Wedbush may deem necessary or desirable and that the Company and
Wedbush deem shall not adversely affect the interest of the Holders. All other modifications or
amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.



               9.2 Headings. The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or interpretation of any of the
terms or provisions of this Purchase Option.




	10.	 	Entire Agreement.





               This Purchase Option (together with the other agreements and documents being delivered
pursuant to or in connection with this Purchase Option) constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject matter hereof.



               10.1 Binding Effect. This Purchase Option shall inure solely to the benefit of and shall be
binding upon, the Holder and the Company and their permitted assignees, respective successors,
legal representative and assigns, and no other person shall have or be construed to have any legal
or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option or
any provisions herein contained.



               10.2 Governing Law; Submission to Jurisdiction. This Purchase Option 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. The Company hereby agrees that any action, proceeding or claim against it
arising out of, or relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of New York or of the United States of America 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 that such courts represent
an inconvenient forum. Any process or



14









 




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 8 hereof. Such mailing shall be deemed personal service and shall be
legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder
agree that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its(their) reasonable attorneys’ fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor.




               10.3 Waiver, Etc. The failure of the Company or the Holder to at any time enforce any of the
provisions of this Purchase Option shall not be deemed or construed to be a waiver of any such
provision, nor to in any way affect the validity of this Purchase Option or any provision hereof or
the right of the Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Option shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a
waiver of any other or subsequent breach, non-compliance or non-fulfillment.



               10.4 Execution in Counterparts. This Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto.



               10.5 Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this
Purchase Option, Holder agrees that, at any time prior to the complete exercise of this Purchase
Option by Holder, if the Company and EBC enter into an agreement (“Exchange Agreement”) pursuant to
which they agree that all outstanding Purchase Options will be exchanged for securities or cash or
a combination of both, then Holder shall agree to such exchange and become a party to the Exchange
Agreement.



               10.6 Underlying Warrants. At any time after exercise by the Holder of this Purchase Option,
the Holder may exchange his Warrants (with a $6.65 exercise price) for Public Warrants (with a
$5.00 exercise price) upon payment to the Company of the difference between the exercise price of
his Warrant and the exercise price of the Public Warrants.



15









 





     In Witness Whereof, the Company has caused this Purchase Option to be signed by its
duly authorized officer as of the ___day of ___, 2005.



	 	 	 	 	 
	 	 	Ad.Venture Partners, Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Howard S. Balter

Title: Chief Executive Officer






16









 





Exhibit 4.5




Exhibit A




     Form to be used to exercise Purchase Option:



Ad.Venture Partners, Inc.

18 W. 18th Street, 11th Floor

New York, New York 10011



     Date:___, 200___



     The undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase
Option and to purchase ___Units of Ad.Venture Partners, Inc. and hereby makes payment of
$___(at the rate of $  per Unit) in payment of the Exercise Price pursuant
thereto. Please issue the Common Stock and Warrants as to which this Purchase Option is exercised
in accordance with the instructions given below.



or




     The undersigned hereby elects irrevocably to convert its right to purchase ___Units
purchasable under the within Purchase Option by surrender of the unexercised portion of the
attached Purchase Option (with a “Value” of $___based on a “Market Price” of $___).
Please issue the securities comprising the Units as to which this Purchase Option is exercised in
accordance with the instructions given below.



	 	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	 
	 

	 	Signature Guaranteed






INSTRUCTIONS FOR REGISTRATION OF SECURITIES




	 	 	 
	Name
	 	 
	 

	 	 
	 

	 	(Print in Block Letters)






	 	 	 
	Address
	 	 
	 

	 	 





     NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR
BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.



A-1









 





Exhibit 4.5



Exhibit B




     Form to be used to assign Purchase Option:



ASSIGNMENT




     (To be executed by the registered Holder to effect a transfer of the within Purchase Option):



     FOR VALUE RECEIVED, ___does hereby sell, assign and
transfer unto ___the right to purchase ___Units of
Ad.Venture Partners, Inc. (“Company”) evidenced by the within Purchase Option and does hereby
authorize the Company to transfer such right on the books of the Company.



Dated:___________________, 200_




	 	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	 
	 

	 	Signature Guaranteed






     NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR
BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.




B-1