WARRANT AGREEMENTWarrant Agreement • May 23rd, 2007 • Apex Bioventures Acquisition Corp • Blank checks • New York
This Warrant Agreement made as of _____________, 2007, between Apex Bioventures Acquisition Corporation, a Delaware corporation, with offices at 18 Farm Lane, Hillsborough, California 94010 (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”).
7,500,000 Units Apex Bioventures Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2007 • Apex Bioventures Acquisition Corp • Blank checks • New York
Apex Bioventures Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 7,500,000 units (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.0001 par value (the “Common Stock”) and one warrant (“Warrant”) to purchase Common Stock. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option (“Over-allotment Option”) an aggregate of up to 1,125,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 23rd, 2007 • Apex Bioventures Acquisition Corp • Blank checks • New York
This Agreement is made as of _________, 2007, by and between Apex Bioventures Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
THE REGISTERED HOLDER 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,...Apex Bioventures Acquisition Corp • August 30th, 2006 • Blank checks • Delaware
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (A) _____________, 2007, AND (B) THE CONSUMMATION BY APEX BIOVENTURES ACQUISITION CORPORATION (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M EASTERN TIME, _____________, 2011.
APEX BIOVENTURES ACQUISITION CORPORATION INSIDER WARRANT PURCHASE AGREEMENTInsider Warrant Purchase Agreement • May 23rd, 2007 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
THIS INSIDER WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of _______, 2007 between Apex Bioventures Acquisition Corporation, a Delaware corporation (the “Company”), and each of the individuals and entities set forth on Exhibit A hereto and a signatory hereof (each, a “Purchaser” and collectively, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2007 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of _______, 2007, by and among Apex Bioventures Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
APEX BIOVENTURES ACQUISITION CORPORATION 9,375,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2006 • Apex Bioventures Acquisition Corp • Blank checks • New York
The undersigned, Apex Bioventures Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with CRT Capital Group LLC (being referred to herein variously as “you,” “CRT” or the “Underwriter”) as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 26th, 2008 • Apex Bioventures Acquisition Corp • Blank checks • Massachusetts
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 20, 2008 (the "Effective Date") between SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 ("SVB"), as collateral agent (the "Collateral Agent"), and the Lenders listed on Schedule 1.1 thereof and party hereto, including without limitation, SVB and OXFORD FINANCE CORPORATION ("OXFORD") and DYNOGEN PHARMACEUTICALS, INC. a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG APEX BIOVENTURES ACQUISITION CORPORATION APEX ACQUISITION SUB, INC., DYNOGEN PHARMACEUTICALS, INC., AND KATE BINGHAM AND MICHAEL BIGHAM, ACTING JOINTLY AS THE HOLDER REPRESENTATIVES Dated as of February 5, 2008Agreement and Plan of Merger • February 6th, 2008 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 5, 2008, by and among APEX BIOVENTURES ACQUISITION CORPORATION, a Delaware corporation (“Parent”), APEX ACQUISITION SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), DYNOGEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the Holder Representatives (as defined below), as representative on behalf of the Company Holders (as defined below).
APEX BIOVENTURES ACQUISITION CORPORATIONLetter Agreement • August 30th, 2006 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-135755) (as it may be amended and supplemented from time to time, the “Registration Statement”) filed by the undersigned, APEX Bioventures Acquisition Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on July 12, 2006, relating to an initial public offering (the “IPO”) of the Company’s units (the “Units”). Each Unit is comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”) to be underwritten by CRT Capital Group LLC (the “Underwriter”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 23rd, 2007 • Apex Bioventures Acquisition Corp • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of , 2007 (the “Agreement”), by and among APEX BIOVENTURES ACQUISITION CORPORATION, a Delaware corporation (the “Company”), the undersigned parties listed under Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • April 16th, 2008 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
This TERMINATION AND RELEASE AGREEMENT (this “Agreement”), is entered into as of April 16, 2008 by and among APEX BIOVENTURES ACQUISITION CORPORATION, a Delaware corporation (“Parent”), APEX ACQUISITION SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”) and DYNOGEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Parent, Acquisition Sub and the Company hereinafter collectively referred to as the “Parties”.
WARRANT CUSIP _____________Apex Bioventures Acquisition Corp • May 23rd, 2007 • Blank checks
is the registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York City time, on ________, 2011, or upon earlier redemption (the “Warrant”), to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Apex Bioventures Acquisition Corporation, a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a business combination, as further described in the Company’s registration statement on Form S-1 initially filed with the Securities and Exchange Commission on July 13, 2006 (File No. 333-135755), as amended, and (ii) ___________, 2008, such number of Shares of the Company at the price of $6.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Co
APEX BIOVENTURES ACQUISITION CORPORATIONApex Bioventures Acquisition Corp • March 11th, 2008 • Blank checks
Reference is made to our letter agreement, dated June 7, 2007, concerning your making available to us certain office space as well as certain office and secretarial services as we may require from time to time for a monthly fee of $7,500. This will confirm our agreement that such agreement is terminated.
WARRANT CUSIP _____________Apex Bioventures Acquisition Corp • August 30th, 2006 • Blank checks
THIS CERTIFIES THAT, for value received_____________________________________________is the registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York City time, on ________, 2010, or upon earlier redemption (the “Warrant”), to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Apex Bioventures Acquisition Corporation, a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a business combination, as further described in the Company’s registration statement on Form S-1 initially filed with the Securities and Exchange Commission on July 13, 2006 (File No. 333-_______), as amended, and (ii) ___________, 2007, such number of Shares of the Company at the price of $6.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Pric
APEX BIOVENTURES ACQUISITION CORPORATIONApex Bioventures Acquisition Corp • August 30th, 2006 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of APEX Bioventures Acquisition Corporation (the “Company”), and continuing for up to two years until the earlier of the consummation by the Company of a business combination or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Apex Bioventures LLC shall make available to the Company certain office as well as certain office and secretarial services as may be required by the Company from time to time, situated at 18 Farm Lane, Hillsborough, California 94010. In exchange therefore, the Company shall pay Apex Bioventures LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
APEX BIOVENTURES ACQUISITION CORPORATION HILLSBOROUGH, CA 94010Letter Agreement • May 23rd, 2007 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-135755) (as it may be amended and supplemented from time to time, the “Registration Statement”) initially filed by the undersigned, APEX Bioventures Acquisition Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on July 12, 2006, relating to an initial public offering (the “IPO”) of the Company’s units (the “Units”). Each Unit is comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”) to be underwritten by Lazard Capital Markets LLC and Ladenburg Thalmann & Co. Inc. (the “Underwriters”).
THE REGISTERED HOLDER 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,...Apex Bioventures Acquisition Corp • May 23rd, 2007 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE 90TH DAY FOLLOWING THE CONSUMMATION BY APEX BIOVENTURES ACQUISITION CORPORATION (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) ASSUMING SHARES OF COMMON STOCK ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT AND CURRENT AVAILABLE PROSPECTUS. (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M EASTERN TIME, _____________, 2012.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 30th, 2006 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
THIS STOCK ESCROW AGREEMENT, dated as of , 2006 (the “Agreement”), by and among APEX BIOVENTURES ACQUISITION CORPORATION, a Delaware corporation (the “Company”), the undersigned parties listed under Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
