WARRANT CUSIP _____________
|
NUMBER
_______-
|
(THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
CITY
TIME, __________, 2011
|
WARRANTS
|
WARRANT
CUSIP _____________
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 ________, 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 Company (such payment
to be made by check made payable to the Warrant Agent), but only subject to
the
conditions set forth herein and in the Warrant Agreement between the Company
and
Continental Stock Transfer & Trust Company; provided, that, the Company
shall not be obligated to deliver any securities pursuant to the exercise of
a
Warrant and shall have no obligation to settle a Warrant exercise unless a
registration statement under the Securities Act of 1933, as amended (the “Act”),
with respect to the Common Stock is effective and a current prospectus is
available for delivery to the Warrant holders. In the event that a registration
statement with respect to the Common Stock underlying a Warrant is not effective
under the Act, or a current prospectus is not available, the holder of such
Warrant shall not be entitled to exercise such Warrant and such Warrant may
have
no value and expire worthless. In no event will the Company be required to
net
cash settle the warrant exercise. The Warrant Agreement provides that upon
the
occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased
at
the time the Warrant is exercised.
No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder
of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up to the
nearest whole number the number of Shares to be issued to such
holder.
Upon
any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.
Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent
by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the
aggregate a like number of Warrants.
Upon
due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.
The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all
other
purposes, and neither the Company nor the Warrant Agent shall be affected by
any
notice to the contrary.
This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.
The
Company reserves the right to redeem the Warrant in whole (but not in part)
at
any time prior to its exercise, with a notice of redemption in writing to the
holders of record of the Warrant, giving 30 days’ notice of such redemption at
any time after the Warrant becomes exercisable if the volume weighted average
price of the Shares has been at least $11.50 per share for any 20 trading days
within any 30 trading day period ending on the third business day prior to
the
date on which notice of such redemption is given. Notwithstanding anything
contained herein to the contrary, the Company shall not call the Warrants for
redemption unless there is an effective registration statement under the Act
relating to the shares of Common Stock issuable upon exercise of the Warrants
and a current prospectus is available. The redemption price of the Warrants
is
to be $.01 per Warrant. Any Warrant either not exercised or tendered back to
the
Company by the end of the date specified in the notice of call shall be canceled
on the books of the Company and the holder thereof shall have no further value
except for the $.01 redemption price.
|
By:__________________________________
Xxxxxxx
X. Xxxxxxx, CHAIRMAN
AND
CHIEF
EXECUTIVE OFFICER
|
CORPORATE
THE
STATE OF DELAWARE
SEAL
2007
|
By:__________________________________
Xxxx
X. Xxxxxxxx, SECRETARY
|
CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY, as Warrant Agent
By:___________________________________
Xxxxxx
Xxxxxx, Chairman
SUBSCRIPTION
FORM
To
Be
Executed by the Registered Holder in Order to Exercise Warrants
The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants,
and requests that Certificates for such shares shall be issued in the name
of
|
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
|
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and
be
delivered to
____________________________________________________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
__________________________________________________________________________________________________________________________
and,
if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants
be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:
Dated:
_____________________
___________________________________________
(SIGNATURE)
___________________________________________
(ADDRESS)
___________________________________________
___________________________________________
(TAX
IDENTIFICATION NUMBER)
ASSIGNMENT
To
Be
Executed by the Registered Holder in Order to Assign Warrants
For
Value
Received, _______________________ hereby sells, assigns, and transfers unto
|
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
|
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and
be
delivered to
____________________________________________________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.
Dated:
_________________________ _________________________________
(SIGNATURE)
The
signature to the assignment of the Subscription Form must correspond to the
name
written upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be guaranteed
by a
commercial bank or trust company or a member firm of the American Stock
Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.
