PROMISSORY NOTE
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$_____________
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As of November 14,
2008
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Apex
Bioventures Acquisition Corporation (the “Company”)
promises to pay to the order of ___________________ (the
“Holder”) the principal amount of
______________________ ($__________) (the “Maximum Principal
Amount”), or, if less, the aggregate principal amount
outstanding under this Note, in lawful money of the United States
of America, on the terms and conditions described below.
The Company may borrow and repay hereunder at
any time, up to a maximum aggregate amount outstanding at any one
time equal to the Maximum Principal Amount provided, that no Event
of Default (as defined below) has occurred
hereunder. All advances made by the Holder to the
Company hereunder and all payments made by the Company to the
Holder on account of principal hereof shall be noted by the Holder
on the schedule of advances and payments of principal that is
attached as Schedule I hereto and hereby made a part hereof;
provided, however, that any error or omission by the Holder in this
regard shall not affect the obligation of the Company to pay the
full amount of the principal balance and interest on all advances
made to the Company by the Holder.
1.
Principal . The principal balance of this Note
shall be repayable on the earlier of (a) November 14, 2009, and (b)
the date on which the Company consummates a merger, capital stock
exchange, asset acquisition, stock purchase or other similar
business combination on the terms described in the Final
Prospectus, dated June 7, 2007, relating to the initial public
offering of 7,500,000 units of the Company’s
securities.
2.
Interest . Interest shall accrue on the
unpaid principal balance of this Note from the date hereof at the
annual rate of 1.63% (such rate being the applicable federal rate
for short-term debt as prescribed by the U.S. Internal Revenue
Service as of the date hereof).
3.
Application of Payments . All payments shall be
applied first to payment in full of any costs incurred in the
collection of any sum due under this Note, including (without
limitation) reasonable attorneys’ fees, then to the payment
in full of any late charges and finally to the reduction of the
unpaid principal balance of this Note.
4.
Events of Default . The following shall constitute Events of
Default:
(a)
Failure to Make Required Payments . Failure by
the Company to pay the principal on this Note within five (5)
business days following the date when due.
(b)
Voluntary Bankruptcy, Etc. The commencement by
the Company of a voluntary case under the Federal Bankruptcy Code,
as now constituted or hereafter amended, or any other applicable
federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the
appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar
official) of the Company or for any substantial part of its
property, or the making by it of any assignment for the benefit of
creditors, or the failure of the Company generally to pay its debts
as such debts become due, or the taking of corporate action by the
Company in furtherance of any of the foregoing.
(c)
Involuntary Bankruptcy, Etc. The entry of a
decree or order for relief by a court having jurisdiction in the
premises in respect of the Company in an involuntary case under the
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