Warrant to purchase Series C Preferred Stock



 EXHIBIT 4.7 
 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 

GLOBEIMMUNE, INC. 
 WARRANT TO PURCHASE SERIES C CONVERTIBLE REDEEMABLE 
 PREFERRED STOCK

 September 14, 2007 
 Void After September 14, 2012 
 THIS
CERTIFIES THAT, for value received, AQUILO PARTNERS, INC., with its principal office at One Maritime Plaza, 15th Floor, San Francisco, California
94111, or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from GLOBEIMMUNE,
INC., a Delaware corporation, with its principal office at 1450 Infinite Drive, Louisville, Colorado 80027 (the “Company”), 158,129 shares of Series C Convertible Redeemable Preferred Stock of the Company
(the “Preferred Stock”), as provided herein. 
 Immediately prior to the closing of the Company’s
first firm commitment underwritten public offering of its Common Stock registered under the Securities Act of 1933, as amended (an “Initial Offering”), this Warrant shall become exercisable for that number of shares of Common
Stock of the Company into which the shares of Preferred Stock issuable under this Warrant would then be convertible, so long as such shares, if this Warrant had been exercised prior to such Initial Offering, would have been converted into shares of
the Company’s Common Stock pursuant to the automatic conversion provisions (or otherwise) of the Company’s Certificate of Incorporation. 
 1. DEFINITIONS. As used herein, the following terms shall have the following respective meanings: 

“Exercise Period” shall mean the time period commencing with the date of this Warrant and ending five
(5) years following the date hereof. 
 “Exercise Price” shall mean $1.338 per share, subject to
adjustment pursuant to Section 5 below. 

  
 1. 









 “Exercise Shares” shall mean the shares of the Company’s
Preferred Stock issuable upon exercise of this Warrant, subject to adjustment pursuant to the terms herein, including but not limited to adjustment pursuant to Section 5 below. 

2. EXERCISE OF WARRANT. The rights represented by this Warrant may be exercised in
whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): 

(a) an executed Notice of Exercise in the form attached hereto; 

(b) payment of the Exercise Price either (i) in cash or by check, or (ii) by cancellation of indebtedness; and

 (c) this Warrant. 
 Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder,
if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. 
 The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date
on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 

2.1 Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the
Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “Conversion Right”) to
receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event
the Company shall issue to the Holder a number of shares of Preferred Stock computed using the following formula: 
  

							
		 	X =	  	Y (A-B)	  	
		 		  	A	  	

 Where X = the number of shares of Preferred Stock to be issued to the Holder 

  
 2. 










					
		 	Y =	  	the number of shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date
of such calculation)
			
		 	A =	  	the fair market value of one share of the Company’s Preferred Stock (at the date of such calculation)
			
		 	B =	  	Exercise Price (as adjusted to the date of such calculation)

 For purposes of the above calculation, the fair market value of one share of Preferred Stock shall be:

 (a) the product of (i) the average daily Market Price (as defined below) during the period of the most recent 10
days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading and (ii) the number of shares of the Common Stock (as defined herein) into
which each Exercise Share is convertible on such date; or 
 (b) if no class of Common Stock is then listed or admitted
to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. 

(c) If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an
exchange, the Market Price as of a specified day shall be the last reported sale price of Common Stock on such exchange on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange.
If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the Nasdaq or (y) if reports are
unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price as of a specified day
shall be determined in good faith by the Board of Directors of the Company. 
 3. COVENANTS OF
THE COMPANY. 
 3.1. Covenants as to Exercise Shares. The Company covenants and
agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Preferred Stock
to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Preferred Stock shall not be sufficient to permit exercise of this Warrant, the Company
will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Preferred Stock to such number of shares as shall be sufficient for such purposes. 

  
 3. 









 3.2. No Impairment. Except and to the extent as waived or consented to by the
Holder, the Company will not, by amendment of its Certificate of Incorporation 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 to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may
be necessary or appropriate in order to protect the exercise rights of the Holder against impairment. 
 3.3. Notices
of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the
same as cash dividends paid in previous quarters) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for
the purpose of such dividend or distribution. 
 3.4. Notice of Expiration. If this Warrant has not been fully exercised
on or before the date thirty (30) days prior to the end of the Exercise Period, the Company shall thereafter provide Holder with at least twenty (20) days advance written notice of the date on which this Warrant is to expire. If the
Company fails to provide such notice, the Exercise Period shall be extended until the date thirty (30) days after the date said notice is provided to Holder. 
 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF HOLDER. 

4.1. Acquisition of Warrant for Personal Account. The Holder represents and warrants that it is acquiring the Warrant
solely for its account for investment and not with a view to or for sale or distribution of said Warrant or any part thereof, other than potential transfers between affiliates (including affiliated funds). The Holder also represents that the entire
legal and beneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being acquired for, and will be held for, its account only. 
 4.2. Securities Are Not Registered. 
 (a) The Holder understands
that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected.
The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection
with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention, other than potential transfers between affiliates (including affiliated funds). 

  
 4. 









 (b) The Holder recognizes that the Warrant and the Exercise Shares must be held
indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. 

(c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act
unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule
144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to
satisfy these conditions in the foreseeable future. 
 4.3. Disposition of Warrant and Exercise Shares. 

(a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless
and until: 
 (i) The Company shall have received a letter secured by the Holder from the Securities and Exchange
Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; or 

(ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is
made in accordance with said registration statement; or 
 (iii) The Holder shall have notified the Company of the
proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; provided, however, that such statement will not be required if the disposition is permitted under Rule 144 of the
Securities Act. 
 (b) The Holder agrees not to sell this Warrant or the Exercise Shares during a period specified by the
representative of the underwriters of Common Stock (not to exceed one hundred eighty (180) days) following the effective date of a registration statement of the Company filed under the Act, so long as all officers, directors, and 1%
stockholders have executed similar agreements and are similarly restricted from selling the Company’s stock. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 4.3(b) and shall have the
right, power and authority to enforce the provisions hereof as though they were a party hereto. 
 (c) Notwithstanding
the provisions of paragraphs (a) and (b) above, the Holder may assign this Warrant and the Exercise Shares to (i) any partner or retired partner of the Holder if Holder is a partnership, (ii) any member or former member of the
Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder is an individual; provided that the Company is given written
notice thereof. 

  
 5. 









 (d) The Holder understands and agrees that all certificates evidencing the shares to
be issued to the Holder may bear the following legend: 
 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED. 
 5. ADJUSTMENT OF EXERCISE
PRICE; EFFECT OF ORGANIC CHANGES 

5.1. Adjustment of Exercise Price. In the event of changes in the outstanding Preferred Stock of the Company by reason of
stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise
Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior to the
event and had the Holder continued to hold such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant. 

5.2. Reorganization, Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or
reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of
the Company’s Preferred Stock shall be entitled to receive stock, securities, or other assets or property (an “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made
by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Preferred Stock equal to the number of shares of such stock
immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of
this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be
applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. 

  
 6. 









 
The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such
consolidation or the corporation purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holders of a majority in interest of the warrants to purchase Preferred Stock then outstanding,
executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such Holder may be entitled to purchase. 
 5.3. Certain Events. If any change in the outstanding
Preferred Stock of the Company or any other event occurs as to which the other provisions of this Section 5 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in
accordance with such provisions, then the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Exercise Price or the application of such provisions, so as to protect such
purchase rights as aforesaid. The adjustment shall be such as to give the Holder of the Warrant upon exercise for the same aggregate Exercise Price the total number, class and kind of shares as he would have owned had the Warrant been exercised
prior to the event and had he continued to hold such shares until after the event requiring adjustment.  
 6.
FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (including fractions) issuable upon exercise of this
Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of
issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise Share by such fraction. 

7. EARLY TERMINATION. Notwithstanding anything to the contrary contained herein (including
Section 5.2), in the event of an Event of Sale (as defined in the Company’s Restated Certificate of Incorporation as in effect on the date hereof) in which the holders of Preferred Stock are expected to receive an amount per share greater
than or equal to two (2) times the Exercise Price (as adjusted pursuant to Section 5 hereof), the Company shall provide to the Holder fifteen (15) days advance written notice of such Event of Sale, and this Warrant shall terminate
upon the closing of such Event of Sale unless exercised prior to the date of such closing. 
 8. NO
STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. 

9. TRANSFER OF WARRANT. Subject to applicable laws, this Warrant and all rights
hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form of assignment attached hereto to any transferee designated by Holder. 

  
 7. 









 10. LOST, STOLEN, MUTILATED
OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. 
 11.
NOTICES, ETC. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex
or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one
(1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed on the signature page and to Holder
at One Maritime Plaza, 15th Floor, San Francisco, California 94111, or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other parties hereto. 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the
terms and conditions contained herein. 
 13. GOVERNING LAW. This Warrant and all rights,
obligations and liabilities hereunder shall be governed by the laws of the State of Colorado. 
 [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK] 

  
 8. 









 IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its duly authorized officer as of September 14, 2007. 
  

			
	GLOBEIMMUNE, INC. 
		
	By:	 	/s/ Timothy C. Rodell
		 	Timothy C. Rodell
		 	President and Chief Executive Officer
	
	 Address: 1450 Infinite Drive

	                 Louisville, CO
80027




  
 9. 









 NOTICE OF EXERCISE 
 TO: GLOBEIMMUNE, INC. 
 (1)
     ̈     The undersigned hereby elects to purchase              shares of the Preferred Stock
of GLOBEIMMUNE, INC. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any. 

           ̈     The
undersigned hereby elects to purchase              shares of the Preferred Stock of GLOBEIMMUNE, INC. (the
“Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. 

(2)     Please issue a certificate or certificates representing said shares of Preferred Stock in the name of the
undersigned or in such other name as is specified below: 
  

 
 (Name)

  
  

 
  

(Address) 
 (3)
    The undersigned represents that (i) the aforesaid shares of Preferred Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution
thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the
Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters
that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Preferred Stock issuable upon exercise of this
Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon,
among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities
Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Preferred Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until
the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such
information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Preferred Stock unless and until there is then in effect a registration statement
under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that
such registration is not required. 
  

					
	  	 		 	  
	(Date)	 		 	(Signature)
			
		 		 	 
		 		 	(Print name)








 ASSIGNMENT FORM 

(To assign the foregoing Warrant, execute 
 this form and supply required information. 
 Do not use this form to purchase
shares.) 
 FOR VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to 
  

			
	Name:  	  	 


			
		  	(Please Print)
		
	Address:  	  	 
		  	(Please Print)

 Dated:
                     
 Holder’s


Signature:                       
                                         
             
 Holder’s 

Address:                        
                                         
                    
 NOTE: The
signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.