WARRANT CUSIP _____________
|
NUMBER
_______-
|
(THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
CITY
TIME, __________, 2010
|
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 ________, 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 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: |
APEX
|
By: | ||||
|
X.
Xxxxxxx Xxxxxxx, CHAIRMAN
AND
CHIEF
EXECUTIVE OFFICER
|
BIOVENTURES ACQUISITION
CORPORATION
CORPORATE
THE
STATE OF DELAWARE
SEAL
2006
|
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)
|
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.
