exv4w6






Exhibit 4.6




EXECUTION VERSION



NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUBJECT TO SECTION 6 BELOW, NO SALE OR DISPOSITION
MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR HOLDER, SATISFACTORY TO
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION.




WARRANT TO PURCHASE STOCK




Issue Date: August 27, 2010



THIS CERTIFIES THAT, for value received, Midcap Funding III, LLC (“Holder”) is entitled to
subscribe for and purchase such number of fully paid and non-assessable shares (as more fully
defined below, the “Warrant Shares”) of the capital stock of Endocyte, Inc., a Delaware
corporation (the “Company”), as set forth below, at the Warrant Price (as hereinafter
defined), subject to the provisions and upon the terms and conditions hereinafter set forth. This
Warrant is issued in connection with that certain Loan and Security Agreement of even date herewith
among the Company, MidCap Funding III, LLC and Silicon Valley Bank, as amended and in effect from
time to time (the “Loan Agreement.”)



1. Number and Class of Warrant Shares; Warrant Price.




     (a) Certain Definitions. A used herein, the following terms shall have the
respective meanings given below.



          “Acquisition” has the meaning given in Section 3(e) below.




          “Certificate of Incorporation” means the Company’s Certificate of Incorporation as filed in
its jurisdiction of organization, as amended and/or restated and in effect from time to time.




          “IPO” means the Company’s initial, underwritten offering and sale of its shares to the public
pursuant to an effective registration statement under the Securities Act of 1933, as amended.




          “Next Financing” means the first sale or issuance by the Company on or after the Issue Date of
this Warrant set forth above, and on or before the Outside Date, in a single transaction or series
of related transactions, of shares of its convertible preferred stock or other equity securities to
one or more investors for cash for financing purposes.






 









 








          “Next Financing Series” means the class and series of convertible preferred stock or other
equity security sold or issued by the Company in the Next Financing.




          “Next Financing Price” means the lowest price per share for which shares of the Next Financing
Series are sold or issued by the Company in the Next Financing.




          “Outside Date” means 5:00 PM, Eastern time, on December 31, 2010.




          “Series C-3 Price” means $4.25, as adjusted from time to time upon the occurrence of events
described in Section 7 hereof that occur on or after the Issue Date hereof.




          “Series C-3 Stock” shall mean the Company’s Series C-3 Convertible Class, $0.001 par value per
share, and any securities of the Company into or for which the outstanding shares of Series C-3
Convertible Class may be converted, reclassified, reorganized or exchanged.




          “TWA” means the time-weighted average of the Series C-3 Price and the Next Financing Price as
determined by the following formula:




TWA
= P + [(Q - P) x (D/N)]



where



     TWA =the time-weighted average price



     P= the Series C-3 Price as in effect on and as of the date of
calculation



     Q = the Next Financing Price



     D = the number of calendar days elapsed between the Issue Date first
set forth above and October 13, 2009.



     N = the number of calendar days elapsed between the consummation of the
Next Financing and October 13, 2009.



     Provided, however, in no event shall (Q-P) be less than zero.



     (b) Class and Series of Warrant Shares. The class and series of the Company’s
capital stock for which this Warrant shall be exercisable (the “Class”) shall be the
Next Financing Series; provided, that if, prior to the consummation of the Next
Financing, there shall be an Acquisition or IPO, or if the Next Financing shall not have been
consummated (for any reason or no reason) on or before the Outside Date, whichever shall first
occur, then the Class shall be Series C-3 Stock as of immediately prior to (i) the
effectiveness of the registration statement filed in connection with the IPO or (ii) the
closing of such Acquisition, or from and after the Outside Date, as the case may be; and in any
case subject to further adjustment from time to time in accordance with the provisions of this
Warrant.



 









 





     (c) Warrant Price. The purchase price per Warrant Share hereunder (the
“Warrant Price”) shall be the lower of (i) the TWA, and (ii) the Next Financing Price;
provided, that if, prior to the consummation of the Next Financing, there shall be an
Acquisition or IPO, or if the Next Financing shall not have been consummated (for any reason or
no reason) on or before the Outside Date, whichever shall first occur, then the Warrant Price
shall be the Series C-3 Price as of immediately prior to (1) the effectiveness of the
registration statement filed in connection with the IPO or (2) the closing of such Acquisition,
or from and after the Outside Date, as the case may be; and in any case subject to further
adjustment from time to time in accordance with the provisions of this Warrant.



     (d) Number of Warrant Shares. Upon the first date that the Warrant Price is
determinable pursuant to Section 1(c) above, this Warrant shall automatically become
exercisable for such number of shares of the applicable Class (as determined pursuant to
Section 1(b) above) as shall equal (i)(x) 0.035, multiplied by (y) the aggregate total original
principal amount of all Term Loans (as defined in the Loan Agreement) for which funds are
delivered to the Company by Holder (or its affiliate) under the Loan Agreement on or before
such date, regardless of whether any such Term Loan is still then outstanding, divided by (ii)
the applicable Warrant Price on and as of such date as determined pursuant to Section 1(c)
above. Thereafter, on each date that a Term Loan is made to the Company under the Loan
Agreement by Holder (or its affiliate), this Warrant shall automatically become exercisable for
such number of additional shares of the Class as shall equal (iii)(x) 0.035, multiplied by (y)
the total original principal amount of such additional Term Loan made by Holder (or its
affiliate), divided by (iv) the Warrant Price in effect on and as of such date. All shares of
the Class for which this Warrant becomes exercisable in accordance with this Section 1(d), as
adjusted from time in accordance with the provisions of this Warrant, are referred to
hereinafter collectively as the “Warrant Shares.”


2. Conditions to Exercise. The purchase right represented by this Warrant may be
exercised at any time, or from time to time, in whole or in part during the term commencing on
the first date on which the Warrant Price is determinable pursuant to Section 1(c) above and
ending at 5:00 P.M. Pacific time on the tenth (10th) anniversary of the Issue Date
of this Warrant (the “Expiration Date”).



3. Method of Exercise or Conversion; Payment: Issuance of Shares: Issuance of New
Warrant.





(a) Cash Exercise. Subject to Section 2 hereof, the purchase right represented
by this Warrant may be exercised by Holder hereof, in whole or in part, by the
surrender of the original of this Warrant (together with a duly executed Notice of
Exercise in substantially the form attached hereto) at the principal office of Company
(as set forth in Section 17 below) and by payment to Company, by certified or bank
check, or wire transfer of immediately available funds, of an amount equal to the then
applicable Warrant Price per share multiplied by the number of Warrant Shares then
being purchased. In the event of any exercise of the rights represented by this
Warrant, certificates for the Warrant Shares so purchased shall be in the name of, and
delivered to, Holder, or in such other name as Holder may direct (subject to the terms
of transfer contained herein and upon payment by



 









 






such Holder hereof of any applicable transfer taxes). Such delivery shall be made as
soon as reasonably practicable but in all events within 10 days after exercise of this
Warrant (three (3) business days following the IPO) and at Company’s expense and,
unless this Warrant has been fully exercised or expired, a new warrant having terms
and conditions substantially identical to this Warrant and representing the portion of
the Warrant Shares, if any, with respect to which this Warrant shall not have been
exercised, shall also be issued to Holder hereof within such 10-day period.




(b) Net Issue Election. In lieu of payment of the Warrant Price in the manner
specified in Section 3(a) above, Holder may from time to time convert this Warrant, in
whole or in part, into Warrant Shares by surrender of the original of this Warrant
(together with a duly executed Notice of Exercise in substantially the form attached
hereto) at the principal office of Company, in which event Company shall issue to Holder
the number of Warrant Shares computed using the following formula:



               X = Y (A-B)



               A


               Where:



               X = the number of Warrant Shares to be issued to Holder.



               Y = the number of Warrant Shares purchasable under this Warrant (at the date of such
calculation).



               A = the Fair Market Value of one share of the Class (at the date of such
calculation).



               B = Warrant Price (as adjusted to the date of such calculation).




(c) Fair Market Value. For purposes of this Section 3, “Fair Market Value” of
one share of the Class shall mean:




(i) In the event of an exercise in connection with and prior to the consummation of
the IPO, the per share Fair Market Value for the Class shall be the offering price
at which the underwriters initially sell common stock of Company (“Common Stock”) to
the public multiplied by the number of shares of Common Stock into which each share
of the Class is then convertible; or




(ii) The average of the closing bid and asked prices of Common Stock quoted in the
Over-The-Counter Market Summary, the last reported sale price quoted on the Nasdaq
Stock Market or on any other exchange on which the Common Stock is listed, whichever
is applicable, as published in the Western Edition of the Wall Street
Journal for the three (3) trading days prior to the date of determination of
Fair Market Value; or




(iii) In the event of an exercise in connection with an Acquisition in which Company
is not the surviving entity, the per share Fair Market Value for the Class shall be
the value to be received per share of the Class by all holders thereof in such
transaction as determined in accordance with the definitive transaction



 









 






agreements executed in connection therewith (or, if Fair Market Value is not
reasonably determinable by such agreements, by the Company’s Board of Directors); or




(iv) In any other instance, the per share Fair Market Value for the Class shall be
as determined in the reasonable good faith judgment of Company’s Board of Directors.


In the event of Sections 3(c)(iii) or 3(c)(iv), above, Company’s Board of Directors shall prepare a
certificate, to be signed by an authorized officer of Company, setting forth in reasonable detail
the basis for and method of determination of the per share Fair Market Value of the Class. The
Board of Directors will also certify to Holder that this per share Fair Market Value will be
applicable to all holders of Company’s Class. Such certification must be made to Holder at least
thirty (30) business days prior to the proposed effective date of the merger, consolidation, sale,
or other triggering event as defined in Sections 3(c)(iii) or 3(c)(iv).




     (d) Automatic Exercise. To the extent this Warrant is not previously exercised, it
shall be deemed to have been automatically exercised in accordance with Sections 3(b) and 3(c)
hereof (even if not surrendered) as of immediately before its expiration, involuntary
termination or cancellation if the then-Fair Market Value of a Warrant Share exceeds the
then-Warrant Price, unless Holder notifies Company in writing to the contrary prior to such
automatic exercise.



     (e) Treatment of Warrant Upon Acquisition of Company.




(i) Certain Definitions. For the purpose of this Warrant,
“Acquisition” means any sale, or other transfer or disposition of all or
substantially all of the assets of Company (“Asset Sale”), or any
reorganization, consolidation, or merger of Company, or sale of outstanding
Company securities by holders thereof, where the holders of Company’s securities
before the transaction beneficially own less than a majority of the outstanding
voting securities of the successor or surviving entity after the transaction.
For purposes of this Section 3(e): “Marketable Securities” means
securities meeting all of the following requirements: (i) the issuer thereof is
then subject to the reporting requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is
then current in its filing of all required reports and other information under
the Act and the Exchange Act; (ii) the class and series of shares or other
security of the issuer that would be received by Holder in connection with the
Acquisition were Holder to exercise this Warrant on or prior to the closing
thereof is then traded on a national securities exchange or over-the-counter
market, and (iii) Holder would not be restricted by contract or by applicable
federal and state securities laws from publicly re-selling, within six (6)
months and one day following the closing of such Acquisition, all of the
issuer’s shares and/or other securities that would be received by Holder in such
Acquisition were Holder to exercise this Warrant in full on or prior to the
closing of such Acquisition; “Liquidating Distribution” means the
initial distribution in liquidation of the



 









 






Company to its stockholders of the proceeds received in connection with an
Acquisition that is an Asset Sale; and “Affiliate” shall mean any person
or entity that owns or controls directly or indirectly ten percent (10%) or more
of the voting capital stock of Company, any person or entity that controls or is
controlled by or is under common control with such persons or entities, and each
of such person’s or entity’s officers, directors, joint venturers or partners,
as applicable.




(ii) Cash Acquisition. In the event of an Acquisition in which the sole
consideration is cash and/or Marketable Securities, Holder may either (a) exercise
its purchase right under this Warrant and such exercise will be deemed effective
immediately prior to the consummation of such Acquisition (or, in the case of an
Asset Sale that is not a True Asset Sale, immediately prior to the Liquidating
Distribution) or (b) permit the Warrant to expire upon the consummation of such
Acquisition (or, in the case of such Asset Sale, the Liquidating Distribution).
Company shall provide Holder with written notice of such proposed Acquisition
together with such reasonable information as Holder may request in connection with
such contemplated Acquisition giving rise to such notice, which is to be delivered
to Holder not less than ten (10) business days prior to the closing of the proposed
Acquisition.




(iii) True Asset Sale. In the event of an Acquisition that is an arms-length
sale of all or substantially all of Company’s assets (and only its assets) to a
third party that is not an Affiliate of Company (a “True Asset Sale”), Holder may
either (a) exercise its purchase right under this Warrant and such exercise will be
deemed effective immediately prior to the Liquidating Distribution in connection
with such True Asset Sale or (b) permit the Warrant to continue until the earlier to
occur of (1) the Expiration Date if Company continues as a going concern following
the closing of any such True Asset Sale, and (2) the Liquidating Distribution in
connection with such True Asset Sale. Company shall provide Holder with written
notice of any proposed True Asset Sale together with such reasonable information as
Holder may request in connection with such True Asset Sale giving rise to such
notice, which is to be delivered to Holder not less than ten (10) business days
prior to the closing of the proposed True Asset Sale.




(iv) Assumption of Warrant. Upon the closing of any Acquisition other than
those particularly described in subsections (ii) and (iii) above, the surviving or
successor entity shall assume this Warrant and the obligations of the Company
hereunder, and this Warrant shall, from and after such closing, be exercisable for
the same class, number and kind of securities, cash and other property as would have
been paid for or in respect of the Warrant Shares issuable (as of immediately prior
to such closing) upon exercise in full hereof as if such Shares had been issued and
outstanding on and as of such closing, at an aggregate Warrant Price equal to the
aggregate Warrant Price in effect as of immediately prior to such closing; and
subject to further adjustment thereafter from time to time in accordance with the
provisions of this Warrant.



 









 




4. Representations and Warranties of Holder and Company.





(a) Representations and Warranties by Holder. Holder represents and warrants to
Company with respect to this purchase as follows:




(i) Evaluation. Holder has substantial experience in evaluating and
investing in private placement transactions of securities of companies similar to
Company so that Holder is capable of evaluating the merits and risks of its
investment in Company and has the capacity to protect its interests.




(ii) Resale. Except for transfers to an affiliate of Holder, Holder is
acquiring this Warrant and the Warrant Shares issuable upon exercise of this
Warrant (collectively the “Securities”) for investment for its own account and not
with a view to, or for resale in connection with, any distribution thereof. The
Holder understands that the Securities have not been registered under the Act by
reason of a specific exemption from the registration provisions of the Act which
depends upon, among other things, the bona fide nature of the investment intent as
expressed herein.




(iii) Rule 144. The Holder acknowledges that the Securities must be held
indefinitely unless subsequently registered under the Act or an exemption from
such registration is available. The Holder is aware of the provisions of Rule 144
promulgated under the Act.




(iv) Accredited Investor. The Holder is an “accredited investor” within
the meaning of Regulation D promulgated under the Act.




(v) Opportunity To Discuss. The Holder has had an opportunity to discuss
Company’s business, management and financial affairs with its management and an
opportunity to review Company’s facilities. The Holder understands that such
discussions, as well as the written information issued by Company, were intended
to describe the aspects of Company’s business and prospects which Company believes
to be material but were not necessarily a thorough or exhaustive description.




(b) Representations and Warranties by Company. Company hereby represents and
warrants to Holder that the statements in the following paragraphs of this Section 4(b)
are true and correct as of the date hereof.




(i) Corporate Organization and Authority. Company (a) is a corporation
duly organized, validly existing, and in good standing in its jurisdiction of
incorporation, (b) has the corporate power and authority to own and operate its
properties and to carry on its business as now conducted and as proposed to be
conducted; and (c) is qualified as a foreign corporation in all jurisdictions
where such qualification is required.




(ii) Corporate Power. Company has all requisite legal and corporate
power and authority to execute, issue and deliver this Warrant, to issue the
Warrant



 









 






Shares issuable upon exercise or conversion of this Warrant, and to carry out
and perform its obligations under this Warrant.




(iii) Authorization; Enforceability. All corporate action on the part of
Company, its officers, directors and shareholders necessary for the authorization,
execution, delivery and performance of its obligations under this Warrant and for
the authorization, issuance and delivery of this Warrant and the Warrant Shares
issuable upon exercise of this Warrant has been taken and this Warrant constitutes
the legally binding and valid obligation of Company enforceable in accordance with
its terms.




(iv) Valid Issuance of Warrant and Warrant Shares. This Warrant has been
validly issued and is free of restrictions on transfer other than restrictions on
transfer set forth herein and under applicable state and federal securities laws.
The Warrant Shares issuable upon exercise of this Warrant, when issued, sold and
delivered in accordance with the terms of this Warrant for the consideration
expressed herein, will be duly and validly issued, fully paid and non-assessable,
and will be free of restrictions on transfer other than restrictions on transfer
under this Warrant and under applicable state and federal securities laws. Subject
to applicable restrictions on transfer, the issuance and delivery of this Warrant
and the Warrant Shares issuable upon exercise or conversion of this Warrant are not
subject to any preemptive or other similar rights or any liens or encumbrances
except as specifically set forth in Company’s Certificate of Incorporation or this
Warrant. The offer, sale and issuance of the Warrant Shares, as contemplated by this
Warrant, are exempt from the prospectus and registration requirements of applicable
United States federal and state security laws, and neither Company nor any
authorized agent acting on its behalf has or will take any action hereafter that
would cause the loss of such exemption.




(v) No Conflict. The execution, delivery, and performance of this Warrant
will not result in (a) any violation of, be in conflict with, or constitute a
default under, with or without the passage of time or the giving of notice (1) any
provision of Company’s Certificate of Incorporation or by-laws; (2) any provision of
any judgment, decree, or order to which Company is a party, by which it is bound, or
to which any of its material assets are subject; (3) any contract, obligation, or
commitment to which Company is a party or by which it is bound; or (4) any statute,
rule, or governmental regulation applicable to Company, or (b) the creation of any
lien, charge or encumbrance upon any assets of Company.




(vi) Capitalization. The capitalization table of Company attached hereto as
Annex A is complete and accurate as of the date hereof (after giving effect to the
issuance of this Warrant) and reflects (a) all outstanding capital stock of Company
and (b) all outstanding warrants, options, conversion privileges, preemptive rights
or other rights or agreements to purchase or otherwise acquire or issue any equity
securities or convertible securities of Company. Company has reserved all shares of
Common Stock for issuance upon conversion of the Class.



 









 






(vii) Series C-3 Price. The Series C-3 Price is no greater than the lowest
price at which Company has issued shares of Series C-3 Stock to an unrelated third
party in an arm’s length transaction.


5. Legends.





(a) Legend. Each certificate representing the Warrant Shares shall be endorsed with
substantially the following legend:




THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
NOT BE TRANSFERRED (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF HOLDER) UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A “NO ACTION” LETTER
FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A
TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE
COMMISSION, OR (IF REASONABLY REQUIRED BY COMPANY) AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH
REGISTRATION.




Company need not enter into its stock records a transfer of Warrant Shares unless the
conditions specified in the foregoing legend are satisfied. Company may also instruct its
transfer agent not to allow the transfer of any of the Warrant Shares unless the conditions
specified in the foregoing legend are satisfied.




(b) Removal of Legend and Transfer Restrictions. The legend relating to the Act
endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and
Company shall issue a certificate without such legend to Holder if (i) the Securities are
registered under the Act and a prospectus meeting the requirements of Section 10 of the Act
is available or (ii) Holder provides to Company an opinion of counsel for Holder reasonably
satisfactory to Company, a no-action letter or interpretive opinion of the staff of the
Securities and Exchange Commission (“SEC”) reasonably satisfactory to Company, or other
evidence reasonably satisfactory to Company, to the effect that sale, transfer or assignment
of the Securities may be made without registration and without compliance with any
restriction such as Rule 144.




(c) “Market Stand-Off” Agreement. Holder (and its affiliates) hereby agrees that it
shall bound by the same “Market Standoff Provision” contained in the Third Amended and
Restated Investors’ Rights Agreement dated as of March 9, 2007, of Company (the
“Registration Rights Agreement”), and that the Warrant Shares shall be similarly bound under
the Registration Rights Agreement.


6. Condition of Transfer or Exercise of Warrant. It shall be a condition to any transfer or
exercise of this Warrant that at the time of such transfer or exercise, Holder shall provide
Company with a representation in writing that Holder or transferee is acquiring this Warrant and
the shares of Class to be issued upon exercise for investment purposes only and not with a view





 









 







to any sale or distribution, or will provide Company with a statement of pertinent facts covering
any proposed distribution. As a further condition to any transfer of this Warrant or any or all of
the shares of Class issuable upon exercise of this Warrant, other than a transfer registered under
the Act, Company may request a legal opinion, in form and substance satisfactory to Company and its
counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that
such transfer is exempt from the registration and prospectus delivery requirements of the Act.
Company shall not require Holder to provide an opinion of counsel if the transfer is to an
affiliate of Holder, provided that such affiliate is an “accredited investor” as defined in
Regulation D promulgated under the Act. Each certificate evidencing the Warrant Shares issued upon
exercise of this Warrant or upon any transfer of the Warrant Shares (other than a transfer
registered under the Act or any subsequent transfer of shares so registered) shall, at Company’s
option, if the Warrant Shares are not freely saleable under Rule 144(k) under the Act, contain a
legend in form and substance satisfactory to Company and its counsel, restricting the transfer of
the Warrant Shares to sales or other dispositions exempt from the requirements of the Act. As
further condition to each transfer, at the request of Company, Holder shall surrender this Warrant
to Company and the transferee shall receive and accept a Warrant, of like tenor and date, executed
by Company.



7. Adjustment for Certain Events. The number and kind of securities purchasable upon the
exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time
upon the occurrence of certain events, as follows:





(a) Reclassification, Exchange or Substitution. Upon any reclassification, exchange,
substitution, or other event affecting the outstanding shares of the Class, Holder shall be
entitled to receive, upon exercise of this Warrant, the number and kind of securities and
property that Holder would have received for the Warrant Shares if this Warrant had been
exercised in full immediately before such reclassification, exchange, substitution, or other
event, at an aggregate Warrant Price not exceeding the aggregate Warrant Price in effect as
of immediately prior thereto. Such an event shall include, without limitation, any automatic
or voluntary conversion of all outstanding shares of the Class to Common Stock pursuant to
the terms of the Company’s Certificate of Incorporation. The Company or its successor shall
promptly issue to Holder a certificate pursuant to Section 8 hereof setting forth the
number, class and series or other designation of such new securities or other property
issuable upon exercise or conversion of this Warrant as a result of such reclassification,
exchange, substitution or other event. The provisions of this Section 7(a) shall similarly
apply to successive reclassifications, exchanges, substitutions, or other events.




(b) Subdivision or Combination of Shares. If Company at any time while this Warrant
remains outstanding and unexpired shall subdivide or combine its outstanding shares of the
Class, the Warrant Price shall be proportionately decreased and the number of Warrant Shares
issuable hereunder shall be proportionately increased in the case of a subdivision and the
Warrant Price shall be proportionately increased and the number of Warrant Shares issuable
hereunder shall be proportionately decreased in the case of a combination.




(c) Stock Dividends and Other Distributions. If Company at any time while this



 









 






Warrant is outstanding and unexpired shall (i) pay a dividend with respect to outstanding shares of the Class payable in additional shares of the Class or Common Stock, then the
Warrant Price shall be adjusted, from and after the date of determination of shareholders
entitled to receive such dividend or distribution, to that price determined by multiplying
the Warrant Price in effect immediately prior to such date of determination by a fraction
(A) the numerator of which shall be the total number of shares of Class (and Common Stock,
if applicable) outstanding immediately prior to such dividend or distribution, and (B) the
denominator of which shall be the total number of shares of Class (and Common Stock, if
applicable) outstanding immediately after such dividend or distribution; or (ii) make any
other distribution with respect to the outstanding shares of the Class (except any
distribution specifically provided for in Sections 7(a) and 7(b)), then, in each such case,
provision shall be made by Company such that Holder shall receive upon exercise of this
Warrant a proportionate share of any such dividend or distribution as though it were Holder
of the Warrant Shares as of the record date fixed for the determination of the shareholders
of Company entitled to receive such dividend or distribution.




(d) Adjustment of Number of Shares. Upon each adjustment in the Warrant Price,
the number of Warrant Shares purchasable hereunder shall be adjusted, to the nearest
whole share, to the product obtained by multiplying the number of Warrant Shares
purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the
numerator of which shall be the Warrant Price immediately prior to such adjustment and
the denominator of which shall be the Warrant Price immediately thereafter.




(e) Adjustment for Dilutive Issuances. Without duplication of any adjustment
otherwise provided for under this Section 7, the number of shares of Common Stock
issuable upon conversion of the Warrant Shares issuable hereunder shall be subject to
adjustment from time to time in the manner set forth in the Company’s Certificate of
Incorporation as if the Warrant Shares were issued and outstanding on and as of the date
of any such required adjustment. The provisions set forth for the Class in the Company’s
Certificate of Incorporation relating to the above in effect as of the Issue Date (with
respect to the Series C-3 Stock), or in effect as of the date (if any) on which the
Class becomes the Next Financing Series) may not be amended, modified or waived, without
the prior written consent of Holder unless such amendment, modification or waiver
affects the rights associated with the Warrant Shares in the same manner as such
amendment, modification or waiver affects the rights associated with all other shares of
the Class.


8. Notice of Adjustments. Whenever any Warrant Price or the kind or number of securities
issuable under this Warrant shall be adjusted pursuant to Section 7 hereof, Company shall prepare a
certificate signed by an officer of Company setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price and number or kind of shares issuable upon exercise of this
Warrant after giving effect to such adjustment, and shall cause copies of such certificate to be
mailed (by certified or registered mail, return receipt required, postage prepaid) within thirty
(30) days of such adjustment to Holder as set forth in Section 17 hereof.






 









 







9. Financial and Other Reports. From time to time up to the earlier of the Expiration Date,
the complete exercise of this Warrant, or the date upon which Company becomes subject to the
reporting requirements of the Exchange Act, Company shall furnish to Holder (a) unaudited
consolidated and, if available, consolidating balance sheets, statements of operations and cash
flow statements within 45 days of each month end, in a form acceptable to Holder and certified by
Company’s president or chief financial officer, and (b) Company’s complete annual audited
consolidated and, if available, consolidating balance sheets, statements of operations and cash
flow statements certified by an independent certified public accountant selected by Company and
satisfactory to Holder within 120 days of the fiscal year end or, if sooner, at such time as
Company’s Board of Directors receives the audit.



10. Transferability of Warrant. This Warrant is transferable on the books of Company at its
principal office by the registered Holder hereof upon surrender of this Warrant properly endorsed,
subject to compliance with Section 6 and applicable federal and state securities laws. Company
shall issue and deliver to the transferee a new Warrant representing the Warrant so transferred.
Upon any partial transfer, Company will issue and deliver to Holder a new Warrant with respect to
the Warrant not so transferred. Holder shall not have any right to transfer any portion of this
Warrant to any direct competitor of Company, as determined by the Board of Directors.



11. Registration Rights. Company grants registration rights to Holder of this Warrant for
any Common Stock of Company obtained by Holder upon exercise of this Warrant, or subsequent
conversion of the Warrant Shares, in parity with the registration rights granted to other holders
of the outstanding shares of the Class, and agrees that Holder shall be added as a party to the
Registration Rights Agreement for purposes of such registration rights, and that the Warrant Shares
shall be “Registrable Securities” under the Registration Rights Agreement.



12. No Fractional Shares. No fractional share of the Class will be issued in connection
with any exercise or conversion hereunder, but in lieu of such fractional share Company shall make
a cash payment therefor upon the basis of the Warrant Price then in effect.



13. Charges. Taxes and Expenses. Issuance of certificates for shares of the Class upon the
exercise or conversion of this Warrant shall be made without charge to Holder for any United States
or state of the United States documentary stamp tax or other incidental expense with respect to the
issuance of such certificate, all of which taxes and expenses shall be paid by Company, and such
certificates shall be issued in the name of Holder.



14. No Shareholder Rights Until Exercise. Except as expressly provided herein, this Warrant
does not entitle Holder to any voting rights or other rights as a shareholder of Company prior to
the exercise hereof.



15. Registry of Warrant. Company shall maintain a registry showing the name and address of
the registered Holder of this Warrant. This Warrant may be surrendered for exchange or exercise, in
accordance with its terms, at such office or agency of Company, and Company and Holder shall be
entitled to rely in all respects, prior to written notice to the contrary, upon such registry.



16. Loss. Theft, Destruction or Mutilation of Warrant. Upon receipt by Company of






 









 







evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to
it, and, if mutilated, upon surrender and cancellation of this Warrant, Company will execute and
deliver a new warrant, having terms and conditions substantially identical to this Warrant, in lieu
hereof.



17. Miscellaneous.





(a) Successors. Subject to the provisions of Section 3(e) above, this Warrant
shall be binding upon any successors or assigns of Company.




(b) Headings. The headings used in this Warrant are used for convenience only
and are not to be considered in construing or interpreting this Warrant.




(c) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday
or a Sunday or shall be a legal holiday in the State of California, then such action may
be taken or such right may be exercised on the next succeeding day not a legal holiday.




(d) Attorneys’ Fees. In the event of any dispute between the parties concerning
the terms and provisions of this Warrant, the party prevailing in such dispute shall be
entitled to collect from the other party all costs incurred in such dispute, including
reasonable attorneys’ fees.


18. Addresses. Any notice required or permitted hereunder shall be in writing and shall be
mailed by overnight courier, registered or certified mail, return receipt requested, and postage
prepaid, or otherwise delivered by hand or by messenger, addressed as set forth below, or at such
other address as Company or Holder hereof shall have furnished to the other party in accordance
with the delivery instructions set forth in this Section 17.




	 	 	 	 	 

	 

	 	If to Company:
	 	Endocyte, Inc.
	 

	 	 	 	3000 Kent Avenue
	 

	 	 	 	Suite A1-100
	 

	 	 	 	West Lafayette, Indiana 47906
	 

	 	 	 	Attn: _____________________
	 
	 	 	 	 
	 

	 	If to Holder:
	 	MidCap Funding III, LLC
	 

	 	 	 	7735 Old Georgetown Road, Suite 400
	 

	 	 	 	Bethesda, Maryland 20814
	 

	 	 	 	Attention: Portfolio Management- Life Sciences







If mailed by registered or certified mail, return receipt requested, and postage prepaid,
notice shall be deemed to be given five (5) days after being sent, and if sent by overnight
courier, by hand or by messenger, notice shall be deemed to be given when delivered (if on a
business day, and if not, on the next business day).


19. No Impairment. Company will not, by amendment of its Certificate of Incorporation or





 









 







through any other means, 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 Holder hereof against impairment. Notwithstanding the foregoing,
nothing in this Section 18 shall prohibit the Company from amending its Certificate of
Incorporation with the requisite consent of its stockholders and Board of Directors so long
as any such amendment impacts the holders of all of the shares of the Class in the same
manner.



20. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS WARRANT OR
THE WARRANT SHARES.



21. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE.




[Remainder of page intentionally left blank]







 









 







IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Stock to be executed by its
officer thereunto duly authorized as of the date first above written.




	 	 	 	 	 
	ENDOCYTE, INC.

 	 	 
	By:  	/s/ Mike Sherman
 	 	 
	 	Name:  	Mike Sherman 	 	 
	 	Title:  	CFO 	 	 



 









 






	 	 	 	 	 



NOTICE OF EXERCISE




To:

Endocyte, Inc.

3000 Kent Avenue

Suite Al-100

West Lafayette, Indiana 47906

Attn: ___________________





	1.	 	The undersigned Warrantholder (“Holder”) elects to acquire shares of the ________ Stock (the
“Class”) of Endocyte, Inc. (the “Company”), pursuant to the terms of the Warrant to Purchase
Stock dated August ___ 2010 (the “Warrant”).
	 
	2.	 	Holder exercises its rights under the Warrant as set forth below:






	 	o	 	Holder elects to purchase _______ shares of Class as
provided in Section 3(a) and tenders herewith a check in the amount of $_____ as
payment of the purchase price.
	 
	 	o	 	Holder elects to pay the purchase price as provided
in Section 3(b) of the Warrant.






	3.	 	Holder surrenders the Warrant with this Notice of Exercise.




Holder represents that it is acquiring the aforesaid shares of the Class for investment and not
with a view to or for resale or distribution in violation of applicable securities laws.



Please issue a certificate representing the shares of the Class in the name of Holder or in such
other name as is specified below:





	 	Name:	 	     ____________________
	 
	 	Address:	 	     ____________________
	 
	 	Taxpayer I.D.:	 	     ____________________





	 	 	 	 	 
	 	[NAME OF HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Date: ___ ___, 200__