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,...Purchase Option Agreement • May 23rd, 2007 • Apex Bioventures Acquisition Corp • 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.
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”).
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”).
WARRANT CUSIP _____________Warrant Agreement • May 23rd, 2007 • Apex Bioventures Acquisition Corp • 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 CORPORATION HILLSBOROUGH, CA 94010Share Forfeiture 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”).
