Exhibit 4.6


 


	THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
	EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
	 	TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT	 


 


	Warrant No. 	Number of Shares:               
	 	(subject to adjustment)


Date of Issuance: May 4, 2004


 


Original Issue Date (as defined in subsection 2(a)): May
4, 2004


 


INTERCEPT PHARMACEUTICALS, INC.


 


Common Stock Purchase Warrant (“Class
A”)


 


(Void after May 4, 2014)


 


INTERCEPT PHARMACEUTICALS, INC., a Delaware
corporation (the “Company”), for value received, hereby certifies that              , or his registered assigns (the “Registered
Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or
from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on May 4, 2014,               shares of the Company's common stock, par value $0.001 per share, of the Company (“Common
Stock”), at a purchase price of $0.50 per share. The shares purchasable upon exercise of this Warrant, and the purchase price
per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant
Shares” and the “Purchase Price,” respectively.


 


1.           Exercise.


 


(a)
         Exercise for Cash. The Registered Holder may, at its option,
elect to exercise this Warrant, in whole or in part and at any time or from time to time, by surrendering this Warrant with
(i) the purchase form appended hereto as Exhibit I and (ii) the investment representation letter appended hereto as Exhibit
II, each duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such
other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of
the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.


 


 


b)           Cashless
Exercise.


 


(i)          The
Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time or from time to time,
on a cashless basis, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by
or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company
may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the number of Warrant
Shares purchased upon such exercise. In the event of an exercise pursuant to this subsection 1(b), the number of Warrant Shares
issued to the Registered Holder shall be determined according to the following formula:


 



    	 



    	 



    

 


X=Y(A-B)


                        A


 


	Where: X =	the number of Warrant Shares that shall be issued to the Registered Holder;
	 	 
	Y =	the number of Warrant Shares for which this Warrant is being exercised (which shall include both the number of Warrant Shares issued to the Registered Holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price);
	 	 
	A =	the Fair Market Value (as defined below) of one share of Common Stock; and
	 	 
	B =	the Purchase Price then in effect.


 


(ii)        The
Fair Market Value per share of Common Stock shall be determined as follows:


 


(1)         If
the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading
system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and
low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided
that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to
clause (2)).


 


(2)          If
the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading
system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently
determined by the Board of Directors of the Company (the “Board”) to represent the fair market value per share of the
Common Stock; and, upon request of the Registered Holder, the Board (or a representative thereof) shall, as promptly as reasonably
practicable but in any event not later than five (5) business days after such request, notify the Registered Holder of the Fair
Market Value per share of Common Stock and furnish the Registered Holder with reasonable documentation of the Board's determination
of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month
period prior to the Exercise Date, then (A) the Board shall make, and shall provide or cause to be provided to the Registered Holder
notice of,  a determination of the Fair Market Value per share of the Common Stock within ten (10) business days of a request
by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed
until such determination is made and notice thereof is provided to the Registered Holder. If the Registered Holder disagrees with
the Board's determination, the Board and the Registered Holder shall each obtain an independent valuation and the Fair Market Value
shall be the average of both valuations.


 



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(c)          Exercise
Date. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) or 1(b) above (the “Exercise
Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable
upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant
Shares represented by such certificates.


 


(d)          Issuance
of Certificates. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within 10
days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder,
or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct:


 


(i)          a
certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise
plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined
pursuant to Section 3 hereof; and


 


(ii)         in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on
the face or feces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number
of such shares called for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so exercised
(which, in the case of an exercise pursuant to subsection 1(b), shall include both the number of Warrant Shares issued to the Registered
Holder pursuant to such partial exercise and the number of Warrant Shares subject to the portion of the Warrant being cancelled
in payment of the Purchase Price).


 


2.           Adjustments.


 


(a)          Adjustment
for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Warrant
was first issued (or, if this Warrant was issued upon partial exercise of, or in replacement of, another warrant of like tenor,
then the date on which such original warrant was first issued) (either such date being referred to as the “Original Issue
Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision
shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine
the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately
increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination
becomes effective.


 


(b)          Adjustment
for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue
Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend
or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect
immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have
been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:


 



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(1)          the
numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date, and


 


(2)          the
denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such
dividend or distribution;


 


provided, however, that if such record
date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor,
the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase
Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.


 


(c)          Adjustment
in Number of Warrant Shares. When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a)
or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by
dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately
after such adjustment.


 


(d)          Adjustments
for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other
distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than
regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles),
then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition
to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property
which the Registered Holder would have been entitled to receive had this Warrant been exercised on the date of such event and had
the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any
such securities receivable during such period, giving application to all adjustments called for during such period under this Section
2 with respect to the rights of the Registered Holder.


 


(e)          Adjustment
for Reorganization. If there shall occur any capital reorganization, recapitalization, reclassification, consolidation, merger
or other similar change involving the Company in which the Common Stock is converted into or exchanged for securities, cash or
other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)) (collectively, a “Reorganization”),
then, following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind and amount of securities,
cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such
exercise had taken place immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good
faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests
thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect
to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation
to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.


 



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(f)          Issuance
of Additional Shares of Common Stock.


 


(1)          If
at any time the Company shall issue or sell any shares of Common Stock in exchange for consideration in an amount per share of
Common Stock less than the Purchase Price pursuant to a merger, asset acquisition or other business combination involving the Company
whereby a third party obtains at least a majority equity interest in, or ownership of all or substantially all of the assets of,
the Company, then the Purchase Price shall be adjusted so that it shall equal the price at which the Common Stock was issued or
the assets were sold.


 


(2)          The
provisions of paragraph (1) of this Section 2(f) shall not apply to any issuance of shares of Common Stock for which an adjustment
is provided under Sections 2(a) - 2(e).


 


(g)          Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2,
the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 15 days thereafter, compute
such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting
forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant
shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based.
The Company shall, as promptly as reasonably practicable after the written request at any time of the Registered Holder (but in
any event not later than 15 days thereafter), furnish or cause to be furnished to the Registered Holder a certificate setting forth
(i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities,
cash or property which then would be received upon the exercise of this Warrant.


 


3.          Fractional
Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall pay the
value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant
to subsection l(b)(ii) above.


 


4.          Investment
Representations. The initial Registered Holder represents and warrants to the Company as follows:


 


(a)          Investment.
It is acquiring the Warrant, and (if and when it exercises this Warrant) it will acquire the Warrant Shares, for its own account
for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention
of distributing or selling the same; and the Registered Holder has no present or contemplated agreement, undertaking, arrangement,
obligation, indebtedness or commitment providing for the disposition thereof.


 



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(b)          Accredited
Investor. The Registered Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act
of 1933, as amended (the “Act”).


 


(c)          Experience.
The Registered Holder has made such inquiry concerning the Company and its business and personnel as it has deemed appropriate;
and the Registered Holder has sufficient knowledge and experience in finance and business that it is capable of evaluating the
risks and merits of its investment in the Company.


 


5.           Transfers,
etc.


 


(a)          This
Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the
Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company,
to the effect that such sale or transfer is exempt from the registration requirements of the Act. Notwithstanding the foregoing,
no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an entity to a wholly
owned subsidiary of such entity, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a
retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder
which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any
such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of
this Section 5, or (ii) a transfer made in accordance with Rule 144 under the Act.


 


(b)          Each
certificate representing Warrant Shares shall bear a legend substantially in the following form:


 


“The securities represented by this certificate
have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged
or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company
is obtained to the effect that such registration is not required.”


 


The foregoing legend shall be removed from
the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for
resale pursuant to Rule 144(k) under the Act.


 


(c)          Registration
Rights.


 


(1)          When
the Company files a registration statement to register its initial public offering (“IPO”) of securities under the
Act with the Securities and Exchange Commission (the “SEC”), the Company will within 90 days of the IPO file a registration
statement to register the shares of Common Stock underlying this Warrant. The Company shall secure the listing of the shares of
Common Stock underlying this Warrant upon each national securities exchange or automated quotation system upon which shares of
Common Stock are then listed (subject to official notice of issuance) and shall maintain such listing of shares of Common Stock
issued under the terms of the Warrant. The Company shall at all times comply in all respects with the Company's reporting, filing
and other obligations under the by-laws or rules of the national securities exchange or market on which the Common Stock may then
be listed, as applicable.


 



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(2)          The
Company will prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such registration statement effective until the sale of the securities registered
thereunder, and shall comply with the provisions of the Act with respect to the disposition of all securities owned by the Registered
Holder that are covered by such registration statement during such period in accordance with the intended methods of disposition
by the Registered Holder. The Company at its own expense will furnish to the Registered Holder such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as the Registered Holder may request in order to facilitate the disposition of the shares
owned by the Registered Holder. The Company, however, shall have no obligation to register any securities that are eligible for
sale in accordance with Rule 144(k) under the Act (or any successor provision).


 


(d)          The
Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder
may change its address as shown on the warrant register by written notice to the Company requesting such change.


 


(e)          Subject
to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender
of this Warrant with a properly executed assignment (in the form of Exhibit III hereto) at the principal office of the Company
(or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).


 


6.          No
Impairment. The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment.


 


7.          Notices
of Record Date, etc. In the event:


 


(a)          the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise
of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or


 


(b)          of
any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger
of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity
and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially
all of the assets of the Company; or


 



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(c)          of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company,


 


then, and in each such case, the Company will send or cause
to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution
or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any
is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon
the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be sent at least 10 days prior to the record date or effective date for the event
specified in such notice.


 


8.          Reservation
of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this
Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon
the exercise of this Warrant.


 


9.          Exchange
or Replacement of Warrants.


 


(a)          Upon
the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will,
subject to the provisions of Section 5 hereof, issue and deliver to or upon the order of the Registered Holder, at the Company's
expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment
by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for
the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.


 


(b)          Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in
the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount
reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company
will issue, in lieu thereof, a new Warrant of like tenor.


 


10.         Notices.
All notices and other communications from the Company to the Registered Holder in connection herewith shall be mailed by
certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next
business day delivery, to the address last furnished to the Company in writing by the Registered Holder. All notices and
other communications from the Registered Holder to the Company in connection herewith shall be mailed by certified or
registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day
delivery, to the Company at its principal office set forth below. If the Company should at any time change the location of
its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder
and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so
specified in such notice. All such notices and communications shall be deemed delivered (i) two business days after being
sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being
sent via a reputable nationwide overnight courier service guaranteeing next business day delivery.


 



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11.         No
Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue
hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common
Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this
Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive,
on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding
the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.


 


12.         Amendment
or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the party against which
enforcement of the change or waiver is sought. No waivers of any term, condition or provision of this Warrant, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.


 


13.         Section
Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit
or restrict the contractual obligations of the parties.


 


14.         Governing
Law. This Warrant will be governed by and construed in accordance with the laws of the State of New York.


 


15.         Facsimile
Signatures. This Warrant may be executed by facsimile signature.


 


[THE REMAINDER OF THIS PAGE
IS INTENTIONALLY LEFT BLANK]


 



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EXECUTED as of the Date of Issuance
indicated above.


 


	 	INTERCEPT PHARMACEUTICALS, INC. 
	 	 
	 	By	 	
	 	   Name:	Mark Pruzaski, M.A., M.D.
	 	   Title:	President & Chief Executive Officer
	 	 	 
	 	   Address: 	
        Intercept Pharmaceuticals, Inc.

        421 Hudson Street, Suite 212

        New York, New York 10014



 



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EXHIBIT I


 


PURCHASE FORM


 


	To: Intercept Pharmaceuticals, Inc.	Dated:	 


 


The undersigned, pursuant to the provisions
set forth in the attached Warrant (No.           ), hereby elects
to purchase (check applicable box):


 


£                   shares
of the Common Stock of Intercept Pharmaceuticals, Inc. covered by such Warrant; or


 


£         the
maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in subsection
1(b).


 


The undersigned herewith makes payment
of the full purchase price for such shares at the price per share provided for in such Warrant. Such payment takes the form of
(check applicable box or boxes):


 


	 	£	$          in lawful money of the United States; and/or
	 	 	 
	 	£	the cancellation of such portion of the attached Warrant as is exercisable for a total of          Warrant Shares (using a Fair Market Value of $          per share for purposes of this calculation); and/or
	 	 	 
	 	£	the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(b).


 


	 	Signature:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 


 



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EXHIBIT II


 


Investment Representation Letter


 


Intercept Pharmaceuticals, Inc.


421 Hudson Street, Suite 212


New York, New York 10014


Attn: Chief Executive Officer


 


Dear Sirs:


 


In order to induce Intercept Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), to issue and sell to me the number of shares of Common Stock of the Company
set forth opposite my signature below (the “Warrant Shares”) pursuant to a certain Common Stock Purchase Warrant, the
undersigned represents, warrants and covenants as follows:


 


16.         The
undersigned is purchasing the Warrant Shares for his or its own account for investment only, and not with a view to, or for sale
in connection with, any distribution of the Shares in violation of the Securities Act of 1933 (the “Securities Act”),
or any rule or regulation under the Securities Act.


 


17.         The
undersigned is an “accredited investor” as defined in Rule 501(a) under the Securities Act.


 


18.         The
undersigned has had such opportunity as he or it has deemed adequate to obtain from representatives of the Company such information
as is necessary to permit him or it to evaluate the merits and risks of his or its investment in the Company.


 


19.         The
undersigned has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in
the purchase of the Shares and to make an informed investment decision with respect to such purchase.


 


20.         The
undersigned can afford a complete loss of the value of the Warrant Shares and am able to bear the economic risk of holding such
Warrant Shares for an indefinite period.


 


21.         I
understand that (i) the Warrant Shares have not been registered under the Securities Act and are “restricted
securities” within the meaning of Rule 144 under the Securities Act; (ii) the Warrant Shares cannot be sold,
transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from
registration is then available; (iii) in any event, the exemption from registration under Rule 144 or otherwise may not be
available for at least one year and even then will not be available unless a public market then exists for the Common Stock,
adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are
complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with
respect to any stock of the Company and the Company has no obligation or current intention to register the Warrant Shares
under the Securities Act.


 


22.         A
legend substantially in the following form will be placed on the certificate representing the Warrant Shares:


 



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“The shares represented by this certificate
have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred or otherwise disposed of
in the absence of an effective registration statement under such Act or an opinion of counsel satisfactory to the corporation to
the effect that such registration is not required.”


 


	 	 	Very truly yours,
	 	 	 
	Number of Warrant Shares:	 	 	 
	 	 	(Signature)
	 	 	 
	Date:	 	 	 
	 	 	(Print Name)
	 	 	 	 	 






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EXHIBIT III


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED,                                                                                  
hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No.        )
with respect to the number of shares of Common Stock of Intercept Pharmaceuticals, Inc. covered thereby set forth below, unto:


 


	Name of Assignee	 	Address	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Dated:	 	 	Signature:	 
	 	 	 	 
	Signature Guaranteed:	 	 	 
	 	 	 	 
	By:	 	 	 	 


 


The signature should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.


 



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