WARRANT AGREEMENTWarrant Agreement • August 30th, 2006 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
This Warrant Agreement made as of _____________, 2006, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 30th, 2006 • Apex Bioventures Acquisition Corp • Blank checks • New York
This Agreement is made as of _________, 2006, 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 • August 30th, 2006 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
THIS INSIDER WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of _______, 2006 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 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2006 • Apex Bioventures Acquisition Corp • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of _______, 2006, by and among Apex Bioventures Acquisition Corp., 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:
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”).
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.
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”).
