exv4w2






Exhibit 4.2




THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT




     This Third Amended and Restated Investors’ Rights Agreement (“Rights Agreement”) is
entered into as of March 9, 2007 by and between Endocyte, Inc., a Delaware corporation (the
“Company”) and the individuals or entities listed on the Schedule I hereto (the
“Investors”). This Agreement amends and restates the Second Amended and Restated
Investors’ Rights Agreement entered into by and between the Company and certain of the Investors,
dated November 23, 2004.



     A. Certain Investors and the Company have entered into that certain Series C-3 Preferred Stock
Purchase Agreement (the “Purchase Agreement”) of even date herewith.



     B. In connection with the Purchase Agreement, the Company is granting certain registration
rights to the Investors. All terms not otherwise defined in this Agreement shall have the meaning
defined in the Purchase Agreement.



     1. Certain Definitions. As used in this Rights Agreement, the following terms shall
have the following respective meanings, and if not so defined shall have the meaning ascribed to
them in the Purchase Agreement:



          1.1. “Commission” shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.



          1.2. “Holder” shall mean any Investor holding Registrable Securities or securities
convertible into Registrable Securities and any person holding such securities to whom the rights
under this Agreement have been transferred in accordance with Section 3.9 hereof.



          1.3. “Initiating Holders” shall mean any Holder or Holders who in the aggregate hold
at least 50% of the Registrable Securities.



          1.4. “Preferred Stock” shall mean shares of Series A-1 Preferred Stock, Series A-2
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock
and Series C-3 Preferred Stock.



          1.5. “Registrable Securities” means (i) the Common Stock issued or issuable upon
conversion of the Preferred Stock (the “Conversion Stock”) and (ii) any Common Stock of the
Company issued or issuable with respect to, or in exchange for or in replacement of the Conversion
Stock or other securities convertible into or exercisable for Preferred Stock upon any stock split,
stock dividend, recapitalization, or similar event; provided, however, that shares of Common Stock
or other securities shall only be treated as Registrable Securities for the purposes of this
Agreement (A) if and so long as they have not been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, or (B) prior to the date
such securities have been sold or are all available for immediate sale in a transaction exempt
from the prospectus delivery requirements of the Securities Act so that all transfer
restrictions and legends with respect thereto are removed upon the consummation of such sale.



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          1.6. The terms “register,” “registered” and “registration” refer to a
registration effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.



          1.7. “Registration Expenses” shall mean all expenses, other than Selling Expenses, and
except as otherwise stated below, incurred by the Company in complying with Sections 3.1, 3.2 and
3.3 hereof, including, without limitation, all registration, qualification and filing fees,
printing expenses, escrow fees, fees and disbursements of counsel for the Company, fees and
disbursement of one counsel to the Holders approved by a majority in interest of the Holders
participating in such registration, blue sky fees and expenses, the expense of any special audits
incident to or required by any registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company).



          1.8. “Restricted Securities” shall mean the securities of the Company required to bear
the legend set forth in Section 2.2 hereof.



          1.9. “Securities Act” shall mean the Securities Act of 1933, as amended, or any
similar federal statute and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time.



          1.10. “Selling Expenses” shall mean all underwriting discounts, selling commissions
and stock transfer taxes, if any, applicable to the securities registered by the Holders.



     2. Transferability.



          2.1. Restrictions on Transferability. The Preferred Stock and the Conversion Stock
shall not be sold, assigned, transferred or pledged except upon the conditions specified in this
Section 2, which conditions are intended to ensure compliance with the provisions of the Securities
Act. The Investors and Holders will cause any proposed purchaser, assignee, transferee, or pledgee
of the Preferred Stock or the Conversion Stock held by the Investors to agree to take and hold such
securities subject to the provisions and upon the conditions specified in this Section 2.



          2.2. Restrictive Legend. Each certificate representing (i) the Preferred Stock, (ii)
the Conversion Stock and (iii) any other securities issued in respect of the Preferred Stock or the
Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or
similar event, shall (unless otherwise permitted by the provisions of Section 2.3 below) be stamped
or otherwise imprinted with a legend in the following form (in addition to any legend required
under applicable state securities laws):




THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.



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     The Investors and Holders consent to the Company making a notation on its records and giving
instructions to any transfer agent of the Preferred Stock or the Conversion Stock in order to
implement the restrictions on transfer established in this Section 2.



          2.3. Notice of Proposed Transfers. The holder of each certificate representing
Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of
this Section 2.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted
Securities (other than (i) a transfer not involving a change in beneficial ownership, or (ii) in
transactions involving the distribution without consideration of Restricted Securities by the
Investors to any of its partners, or retired partners, or to the estate of any of its partners or
retired partners, (iii) a transfer to an affiliated fund, partnership or company, which is not a
competitor of the Company, subject to compliance with applicable securities laws, (iv) a transfer
without consideration by a corporation to its stockholders in accordance with their interest in the
corporation, (v) a transfer without consideration by a limited liability company to its members or
former members in accordance with their interest in the limited liability company, or (vi)
transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory
evidence of compliance with such Rule, unless there is in effect a registration statement under the
Securities Act covering the proposed transfer), the holder thereof shall give written notice to the
Company of such holder’s intention to effect such transfer, sale, assignment or pledge. Each such
notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or
pledge in sufficient detail, and shall be accompanied, at such holder’s expense by either (i) a
written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably
satisfactory to the Company addressed to the Company, to the effect that the proposed transfer of
the Restricted Securities may be effected without registration under the Securities Act, or (ii) a
“no action” letter from the Commission to the effect that the transfer of such securities without
registration will not result in a recommendation by the staff of the Commission that action be
taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to
transfer such Restricted Securities in accordance with the terms of the notice delivered by the
holder to the Company. Each certificate evidencing the Restricted Securities transferred as above
provided shall bear the appropriate restrictive legend set forth in Section 2.2 above, except that
such certificate shall not bear such restrictive legend (i) if such transfer is made pursuant to
Rule 144 or (ii) if in the opinion of counsel for such holder, and in the reasonable opinion of the
Company, such legend is not required in order to establish compliance with any provision of the
Securities Act.



          2.4. Removal of Restrictions on Transfer of Securities. Any legend referred to in
Section 2.2 hereof stamped on a certificate evidencing (i) the Preferred Stock, (ii) the Conversion
Stock or (iii) any other securities issued in respect of the Preferred Stock or the Conversion
Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar
event, and the stock transfer instructions and record notations with respect to such security,
shall be removed and the Company shall issue a certificate without such legend to the holder of
such security if such security is registered under the Securities Act, or if such holder provides
the Company with an opinion of counsel (which may be counsel for the Company)
reasonably acceptable to the Company to the effect that a public sale or transfer of such
security may be made without registration under the Securities Act or (iii) such holder provides
the Company with reasonable assurances, which may, at the option of the Company, include an



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opinion
of counsel satisfactory to the Company, that such security can be sold pursuant to Section (k) of
Rule 144 under the Securities Act.



     3. Registration Rights.



          3.1. Requested Registration.



               (a) Requested Registration. If at any time after twelve (12) months following the
effective date of the Company’s initial public offering of its Common Stock or the second
anniversary of the Purchase Agreement: (1) Initiating Holders request that the Company file a
registration statement for at least 50% of the Registrable Securities or (2) the holders of at
least 50% of the Registrable Securities request that the Company effect a registration the
aggregate proceeds from which would equal or exceed $25,000,000 (net of underwriting discounts and
commissions) the Company will:



                    (i) within ten days of the receipt by the Company of such notice, give written notice of the
proposed registration, qualification or compliance to all other Holders; and



                    (ii) as soon as practicable and in any event within sixty (60) days of the receipt by the
Company of such notice, use its best efforts to effect such registration, qualification or
compliance (including, without limitation, appropriate qualification under applicable blue sky or
other state securities laws and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) as may be so requested and
as would permit or facilitate the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any Holder or Holders joining in such request as are specified in a written request
received by the Company within 20 days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to take any action to effect any such
registration, qualification or compliance pursuant to this Section 3.1:



                         (1) In any particular jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such registration, qualification or compliance unless
the Company is already subject to service in such jurisdiction and except as may be required by the
Securities Act;



                         (2) During the period starting with the date ninety (90) days prior to the Company’s estimated
date of filing of, and ending on the date three (3) months immediately following the effective date
of, any registration statement pertaining to securities of the Company (other than a registration
of securities in a Rule 145 transaction or with respect to an employee benefit plan, in which case
there shall be no such limitation on the Company’s obligation, or with respect to the Company’s
first registered public offering of its stock in which case the period shall end on the date six
(6) months following the effective date), provided that
the Company is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective;



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                         (3) After the Company has effected two (2) such registration pursuant to this Section 3.1(a),
and such registration has been declared or ordered effective and the securities offered thereunder
have been sold; or



                         (4) If the Company shall furnish to such Holders a certificate signed by the President of the
Company stating that in the good faith judgment of the Board of Directors it would be seriously
detrimental to the Company or its stockholders for a registration statement to be filed in the near
future, then the Company’s obligation to use its best efforts to register, qualify or comply under
this Section 3.1 shall be deferred for a period not to exceed 90 days from the date of receipt of
written request from the Holders; provided, however, that the Company shall not exercise such right
more than once in any twelve-month period.



     Subject to the foregoing clauses (1) through (4), the Company shall file a registration
statement covering the Registrable Securities so requested to be registered as soon as practicable
and in any event within ninety (90) days after receipt of the request or requests of the Holders.



               (b) Underwriting. In the event that a registration pursuant to Section 3.1 is for a
registered public offering involving an underwriting, the Company shall so advise the Holders as
part of the notice given pursuant to Section 3.1(a)(i). In such event, the right of any Holder to
registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in the
underwriting arrangements required by this Section 3.1, and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent requested shall be limited to the extent
provided herein.



     The Company shall (together with all Holders proposing to distribute their securities through
such underwriting) enter into an underwriting agreement in customary form with the managing
underwriter of recognized national standing selected for such underwriting by the Company and
reasonably acceptable to a majority of such Holders. Notwithstanding any other provision of this
Section 3.1, if the managing underwriter advises such Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the Company shall so advise
all holders of Registrable Securities and the number of shares of Registrable Securities that may
be included in the registration and underwriting shall be allocated among all such Holders in
proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by
such Holders at the time of filing the registration statement or in such other manner as shall be
agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be
included in such registration; provided, however, that the number of Registrable Securities to be
included in such underwriting shall not be reduced unless all other securities are first entirely
excluded from such underwriting. No Registrable Securities excluded from the underwriting by
reason of the underwriter’s marketing limitation shall be included in such registration. To
facilitate the allocation of shares in accordance with the above provisions, the Company or the
underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.



     If any Holder of Registrable Securities disapproves of the terms of the underwriting, such
Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter
and the Holders. The Registrable Securities and/or other securities so withdrawn shall also be
withdrawn from registration, and such Registrable Securities shall not be transferred



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in a public
distribution prior to 180 days after the effective date of such registration, or such other shorter
period of time as the underwriters may require.



          3.2. Company Registration.



               (a) Notice of Registration. If at any time or from time to time the Company shall
determine to register any of its securities, either for its own account or the account of a
security holder or holders, other than (i) a registration relating solely to employee benefit
plans, (ii) a registration relating solely to a Commission Rule 145 transaction, (iii) a
registration relating to the initial underwritten public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act or (iv) a registration pursuant
to Section 3.1 hereof, the Company will:



                    (i) promptly give to each Holder written notice thereof; and



                    (ii) include in such registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the Registrable Securities specified in
a written request or requests, made within 10 days after receipt of such written notice from the
Company, by any Holder.



               (b) Underwriting. If the registration of which the Company gives notice is for a
registered public offering involving an underwriting, the Company shall so advise the Holders as a
part of the written notice given pursuant to Section 3.2(a)(i). In such event the right of any
Holder to registration pursuant to Section 3.2 shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of Registrable Securities in the underwriting
to the extent provided herein. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company) enter into an underwriting agreement in customary
form with the managing underwriter selected for such underwriting by the Company. Notwithstanding
any other provision of this Section 3.2, if the managing underwriter determines that marketing
factors require a limitation of the number of shares to be underwritten, the managing underwriter
may limit the Registrable Securities and other securities to be distributed through such
underwriting; provided, however, that no such reduction shall reduce the number of shares of
Registrable Securities included in the registration below thirty percent (30%) of the total amount
of securities included in such registration, unless such offering is the first registered public
offering of the Company’s stock and such registration does not include shares of any other selling
stockholders, in which event any or all of the Registrable Securities may be excluded if the
underwriters make the determination described above. The Company shall so advise all Holders
distributing their securities through such underwriting of such limitation and the number of shares
of Registrable Securities that may be included in the registration and underwriting shall be
allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Holders at the time of filing the registration statement. To
facilitate the allocation of shares in accordance with the above provisions, the Company may round
the number of shares allocated to any Holder to the
nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such
Holder may elect to withdraw therefrom by written notice to the Company and the managing
underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration, and shall not be transferred in a public distribution prior to 180 days after



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the effective date of the registration statement relating thereto, or such other shorter period of
time as the underwriters may require.



               (c) Right to Terminate Registration. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 3.2 prior to the effectiveness of such
registration whether or not any Holder has elected to include securities in such registration. The
Registration Expenses of such withdrawn registration shall be borne by the Company in accordance
with Section 3.4 hereof.



          3.3. Registration on Form S-3.



               (a) If any Holder or Holders request that the Company file a registration statement on Form
S-3 (or any successor form to Form S-3), or any similar short form registration statement, for a
public offering of Registrable Securities, the reasonably anticipated aggregate price to the public
of which net of underwriting discounts and commissions, would exceed $1,000,000 and the Company is
a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering,
the Company shall use its best efforts to cause such Registrable Securities to be registered on
such form for the offering and to cause such Registrable Securities to be qualified in such
jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company
shall not be required to effect more than three (3) registrations (which have been declared
effective and pursuant to which all securities registered thereunder have been sold) pursuant to
this Section 3.3 or more than one (1) such registration in any 12 month period. After the
Company’s first public offering of its securities, the Company will use its best efforts to qualify
for Form S-3 registration or a similar short-form registration. The provisions of Section 3.1(b)
shall be applicable to each registration initiated under this Section 3.3.



               (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action
pursuant to this Section 3.3:



                    (i) in any particular jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such registration, qualification or compliance unless
the Company is already subject to service in such jurisdiction and except as may be required by the
Securities Act;



                    (ii) if the Company, within ten (10) days of the receipt of the request of the initiating
Holders, gives notice of its bona fide intention to effect the filing of a registration statement
with the Commission within ninety (90) days of receipt of such request (other than with respect to
a registration statement relating to a Rule 145 transaction, or an offering solely to employees);



                    (iii) during the period starting with the date ninety (90) days prior to the Company’s
estimated date of filing of, and ending on the date three (3) months
immediately following, the effective date of any registration statement pertaining to
securities of the Company (other than a registration of securities in a Rule 145 transaction or
with respect to an employee benefit plan), provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to become effective; or



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                    (iv) if the Company shall furnish to such Holder a certificate signed by the President of the
Company stating that in the good faith judgment of the Board of Directors it would be seriously
detrimental to the Company or its stockholders for registration statements to be filed in the near
future, then the Company’s obligation to use its best efforts to file a registration statement
shall be deferred for a period not to exceed 90 days from the receipt of the request to file such
registration by such Holder; provided, however, that the Company shall not exercise such right more
than once in any twelve-month period.



          3.4. Expenses of Registration. All Registration Expenses incurred in connection with
registrations pursuant to Sections 3.1, 3.2 and 3.3 shall be borne by the Company. All Selling
Expenses relating to securities registered on behalf of the Holders shall be borne by the holders
of securities included in such registration pro rata with the Company and among each other on the
basis of the number of shares so registered. Notwithstanding the foregoing sentence, if a
registration proceeding begun pursuant to Section 3.1 or 3.3 is subsequently withdrawn by the
Holders, either (a) if Holders of all of the Registrable Securities to have been registered agree,
then the Holders of the Registrable Securities to have been registered shall bear all such
Registration Expenses pro rata on the basis of the number of shares to have been registered, or (b)
if all such Holders do not agree, then the Holders will forfeit their right to one registration
pursuant to such section, and the Company shall bear such Registration Expenses. Notwithstanding
the foregoing, however, if at the time of the withdrawal, the Holders have learned of a material
adverse change in the condition or business of the Company from that known to the Holders at the
time of their request, then the Holders shall not be required to pay any of said Registration
Expenses or to forfeit the right to one demand registration, and the Company shall pay the same.



          3.5. Registration Procedures. In the case of each registration, qualification or
compliance effected by the Company pursuant to this Section 3, the Company will keep each Holder
advised in writing as to the initiation of each registration, qualification and compliance and as
to the completion thereof. At its expense the Company will:



               (a) Prepare and file with the Commission a registration statement with respect to such
securities and use its best efforts to cause such registration statement to become and remain
effective for at least ninety (90) days or until the distribution described in the Registration
Statement has been completed;



               (b) Prepare and file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement;



               (c) Furnish to the Holders participating in such registration and to the underwriters of the
securities being registered such reasonable number of copies of the
registration statement, preliminary prospectus, final prospectus and such other documents as
such underwriters may reasonably request in order to facilitate the public offering of such
securities;



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               (d) Furnish, at the request of any Holder requesting registration of Registrable Securities
that are delivered to the underwriters for sale in connection with a registration pursuant to this
Section 3.5, (i) an opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to underwriters in an
underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from the independent
accountants of the Company, in form and substance as is customarily given by independent
accountants to underwriters in an underwritten public offering, addressed to the underwriters, if
any, and to the Holders requesting registration of Registrable Securities;



               (e) Use its best efforts to register and qualify the securities covered by such registration
statement under such other securities or blue sky laws of such jurisdiction as shall be reasonably
requested by the Holders, provided that the Company shall not be required in connection therein or
as a condition thereto to qualify to do business or to file a general consent to service of process
in any such states or jurisdictions;



               (f) In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such
offering;



               (g) Notify each Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in such registration statement,
as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing, such obligation to continue for ninety (90) days;



               (h) Cause all such Registrable Securities registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by the Company are then listed; and



               (i) Provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the
effective date of such registration.



          3.6. Indemnification.



               (a) The Company will indemnify each Holder, each of its officers, directors, partners and
legal counsel, and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification or compliance has been effected
pursuant to this Section 3, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act,
against all expenses, claims, losses, damages or liabilities (or actions in respect thereof),
including any of the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of a material fact



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contained in any registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading, or any violation by the Company of the Securities Act or any rule or
regulation promulgated under the Securities Act applicable to the Company in connection with any
such registration, qualification or compliance, and the Company will reimburse each such Holder,
each of its officers, directors, partners, and legal counsel and each person controlling such
Holder, each such underwriter and each person who controls any such underwriter, for any legal and
any other expenses reasonably incurred in connection with investigating, preparing or defending any
such claim, loss, damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense arises out of or is
based on any untrue statement or omission or alleged untrue statement or omission, made in reliance
upon and in conformity with written information furnished to the Company by an instrument duly
executed by such Holder, controlling person or underwriter and stated to be specifically for use
therein.



               (b) Each Holder will, if Registrable Securities held by such Holder are included in the
securities as to which such registration, qualification or compliance is being effected, indemnify
the Company, each of its directors, officers, and legal counsel, each underwriter, if any, of the
Company’s securities covered by such a registration statement, each person who controls the Company
or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder,
each of its officers, directors, partners and legal counsel and each person controlling such Holder
within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse the Company, such Holders, such directors, officers, persons,
underwriters or control persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder and stated to be
specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under
this subsection (b) shall be limited in an amount equal to the proceeds to each such Holder of
Registrable Securities sold as contemplated herein, unless such liability resulted from willful
misconduct by such Holder.



               (c) Each party entitled to indemnification under this Section 3.6 (the “Indemnified
Party”) shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the



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Indemnified Party may participate in such defense at such party’s expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 3 unless the failure to give such notice
is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided
further, that the Indemnifying Party shall not assume the defense for matters as to which there is
a conflict of interest or separate and different defenses but shall bear the expense of such
defense nevertheless. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such
claim or litigation.



               (d) If the indemnification provided for in this Section 3.6 is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim,
damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or omissions that resulted in such
loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.
The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the Indemnifying Party
or by the Indemnified Party and the parties’ relative intent, knowledge and access to information.



               (e) The obligations of the Company and Holders under this Section 3.6 shall survive the
completion of any offering of Registrable Securities in a registration statement under this Section
3, and otherwise.



          3.7. Information by Holder. The Holder or Holders of Registrable Securities included
in any registration shall furnish to the Company such information regarding such Holder or Holders,
the Registrable Securities held by them and the distribution proposed by such Holder or Holders as
the Company may request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 3.



          3.8. Rule 144 Reporting. With a view to making available the benefits of certain
rules and regulations of the Commission which may at any time permit the sale of the Restricted
Securities to the public without registration, after such time as a public market exists for the
Common Stock of the Company, the Company agrees to use its best efforts to:



               (a) Make and keep public information available, as those terms are understood and defined in
Rule 144 under the Securities Act, at all times after the effective date
that the Company becomes subject to the reporting requirements of the Securities Act or the
Securities Exchange Act of 1934, as amended;



11









 





               (b) File with the Commission in a timely manner all reports and other documents required of
the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (at any
time after it has become subject to such reporting requirements);



               (c) So long as a Holder owns any Restricted Securities, furnish to such Holder forthwith upon
request a written statement by the Company as to its compliance with the reporting requirements of
said Rule 144 (at any time after 90 days after the effective date of the first registration
statement filed by the Company for an offering of its securities to the general public), and of the
Securities Act and the Securities Exchange Act of 1934 (at any time after it has become subject to
such reporting requirements), a copy of the most recent annual or quarterly report of the Company,
and such other reports and documents of the Company and other information in the possession of or
reasonably obtainable by the Company as a holder may reasonably request in availing itself of any
rule or regulation of the Commission allowing a holder to sell any such securities without
registration; and



               (d) Take such actions as are necessary to enable the holders to utilize Form S-3 pursuant to
Section 3.3 for the sale of Registrable Securities.



          3.9. Transfer of Registration Rights. The rights to cause the Company to register
securities granted Holders under Sections 3.1, 3.2 and 3.3 may be assigned by a Holder to (i) a
transferee or assignee who acquires (or after such transfer will hold an aggregate of) all of a
Holder’s shares of Registrable Securities, (ii) another Holder of Registrable Securities who
already possesses registration rights, (iii) a transferee or assignee acquiring 10% or more of the
outstanding stock of the Company, or (iv) an affiliated limited partnership, a limited partner, or
general partner or other affiliates of a Holder, provided the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are being assigned; and
provided, further, that such assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee or assignee is restricted
under the Securities Act. Notwithstanding the above, such rights may be assigned by a Holder to a
limited partner, general partner, stockholder, limited liability company member or former member,
family member, trust or other affiliate of an Investor (the “Transferee”) regardless of the
number of shares acquired by such Transferee.



          3.10. Standoff Agreement. Each Holder agrees, in connection with a public offering of
the Company’s securities, upon request of the Company or the underwriters managing any underwritten
offering of the Company’s securities, (i) not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Registrable Securities (other than those
included in the registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180)
days) from the effective date of such registration as may be requested by the underwriters, and
(ii) further agrees to execute any document reflecting (i) above as may be requested by the
underwriters at the time of the offering; provided that the Company uses its best efforts to obtain
a similar standoff agreement from each officer, director and stockholder
beneficially holding greater than 5% of the then issued and outstanding capital stock of the
Company.



12









 





          3.11. Termination of Registration Rights. No stockholder shall be entitled to
exercise any right provided for in this Section 3 upon the earlier of: (i) the date on which such
stockholder holds less than 1% of the then issued and outstanding Capital Stock of the Company and
all shares held by such stockholder may be resold pursuant to Rule 144; or (ii) on the date that is
five (5) years following the consummation of the first sale of securities pursuant to a
registration statement filed by the Company under the Securities Act.



     4. Company’s Covenants.



          4.1. Financial Statements.



               (a) Delivery of Financial Statements. The Company shall deliver the following to each
Investor which holds, together with its affiliates, (i) an aggregate of at least 100,000 shares of
Preferred Stock, Conversion Stock or combination thereof (proportionately adjusted for reverse
stock splits, combinations, and the like), or (ii) greater than 10% of the then issued and
outstanding capital stock of the Company on an as-converted to Common Stock basis:



                    (i) within [one hundred twenty (120)] days following the end of each fiscal year, audited
annual financial statements;



                    (ii) within thirty (30) days of the end of each month, an unaudited statement of operations
and consolidated balance sheet for and as of the end of such month, in reasonable detail and
prepared in accordance with GAAP, subject to year end audit adjustments and the absence of
footnotes; and



                    (iii) at least sixty (60) days prior to the end of each fiscal year, a preliminary operating
budget for the Company.



               (b) Assignment of Rights to Financial Information. Subject to the limitations set
forth in Section 4.1 the rights granted pursuant to Section 4.1 may be assigned or otherwise
conveyed by the Investors or by any subsequent transferee to an investor who acquires a minimum of
100,000 shares of Preferred Stock, other than a competitor of the Company, as reasonably determined
by the Board of Directors of the Company excluding any director with an interest in such
transferee, provided that written notice of such assignment or conveyance is given to the Company.



               (c) Inspection. At any reasonable time during normal business hours and from time to
time, but not more frequently than once per calendar quarter, the Company shall permit any Investor
which holds, together with its affiliates, (i) an aggregate of at least 100,000 shares of Preferred
Stock, Conversion Stock or combination thereof, or (ii) greater than 10% of the then issued and
outstanding capital stock of the Company on an as-converted to Common Stock basis, to examine and
make copies of and extracts from the records and books of account of and visit the properties of
the Company and to discuss the Company’s affairs, finances and accounts with any of its officers or
directors; provided that any person exercising rights under this Section 4.1(c)
shall (i) use all reasonable efforts to ensure that any such
examination or visit results in a minimum of disruption to the operations of the Company and
(ii) agree in writing to keep any proprietary information of the Company disclosed to such person
in the course of such inspection confidential in a manner consistent with prudent business



13









 







practices and treatment of such person’s own confidential information and not use such proprietary
information for any purpose other than in connection with such Investor’s ownership of an interest
in the Company.



               (d) Termination of Rights to Financial Information. The covenants of the Company set
forth in this Section 4.1 shall terminate and be of no further force or effect upon the earliest to
occur of (i) the sale of all or substantially all of the assets of the Company or the acquisition
of the Company by another entity by means of merger or consolidation resulting in the exchange of
the outstanding shares of the Company for securities or consideration issued, or caused to be
issued, by the acquiring corporation or its subsidiary, unless the stockholders of the Company hold
at least 50% of the voting power of the surviving corporation in such a transaction, or (ii) the
first date on which the Company becomes subject to the reporting requirements of Sections 13 of
15(d) of the Exchange Act.



          4.2. Reservation of Common Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the conversion of the Preferred Stock, all Common
Stock issuable upon such conversion.



          4.3. Approval. The Company shall not, without the unanimous consent of the Board of
Directors, authorize or enter into any transactions with any director or management employee, or
such director’s or employee’s immediate family.



          4.4. Directors’ Liability and Indemnification. The Company’s Certificate of
Incorporation and Bylaws shall provide (i) for elimination of the liability of each director of the
Company to the maximum extent permitted by law and (ii) for indemnification of directors for acts
on behalf of the Company to the maximum extent permitted by law. In addition, if so approved by
the Board of Directors, the Company shall enter into and use its best efforts to at all times
maintain indemnification contracts in a form to be approved by counsel for the Company, with each
of its directors to indemnify such directors to the maximum extent permissible under law. The
Company shall, if so approved by the Board of Directors, have in force a directors and officers
liability insurance policy in an amount and with a carrier approved by the unanimous consent of the
Board of Directors.



          4.5. Directors’ Expenses. The Company shall reimburse its non-employee directors for
reasonable out-of-pocket business expenses incurred with respect to travel or promotion related to
the Company, as approved by the Board of Directors.



          4.6. Observer Rights. The Company shall invite a representative of each Investor
which has purchased, together with its affiliates, shares of Preferred Stock by payment of
consideration to the Company in excess of $2,000,000 and is not represented on the Company’s Board
of Directors (“Observer Investor”), to attend all meetings of its Board of Directors in a
nonvoting observer capacity and, in this respect, shall give such representative copies of all
notices, minutes, consents, and other material that it provides to its directors; provided,
however, that the Company reserves the right to withhold any information and to
exclude such representative from any meeting or portion thereof if (i) access to such
information or attendance at such meeting could adversely affect the attorney-client privilege
between the Company and its counsel; (ii) such Observer Investor or its representative is a direct
competitor



14









 








of the Company; or (iii) a majority of the members of the Board of Directors vote to
exclude such representative from any meeting or from any portion thereof. Such representative may
participate in discussions of matters brought to the Board of Directors. Each Observer Investor
agrees, and any representative of the Observer Investor will agree, to hold in confidence and trust
and to act in a fiduciary manner with respect to all information provided to it or learned by it in
connection with its rights hereunder, except to the extent otherwise required by law and any other
regulatory process to which Observer Investor is subject. The covenants of the Company set forth
in this Section 4.6 shall terminate and be of no further force or effect upon the earliest to occur
of (i) the sale of all or substantially all of the assets of the Company or the acquisition of the
Company by another entity by means of merger or consolidation resulting in the exchange of the
outstanding shares of the Company for securities or consideration issued, or caused to be issued,
by the acquiring corporation or its subsidiary, unless the stockholders of the Company hold at
least 50% of the voting power of the surviving corporation in such a transaction, or (ii) the first
date on which the Company becomes subject to the reporting requirements of Sections 13 of 15(d) of
the Exchange Act.



          4.7.
Termination of Covenants. Subject to Section 4.1(d) and
4.6, the covenants set
forth in this Section 4 shall terminate and be of no further force or effect upon the sale of
securities pursuant to a registration statement filed by the Company under the Securities Act in
connection with the firm commitment underwritten offering of its securities to the general public
which results in the automatic conversion of the Preferred Stock in accordance with the Company’s
Certificate of Incorporation as in effect at the time of the offering.



     5. Investors’ Right of First Offer.



          5.1. Right of First Offer Upon Issuances of Securities by the Company.



               (a) The Company hereby grants, on the terms set forth in this Section 5.1, to each Investor
who holds at least 100,000 shares of Registrable Securities (a “Qualified Investor”), the
right of first offer to purchase all or any part of such holder’s pro rata share of the New
Securities (as defined in Section 5.1(b)) which the Company may, from time to time after the date
hereof, propose to sell and issue. The Qualified Investors may purchase said New Securities on the
same terms and at the same price at which the Company proposes to sell the New Securities. The pro
rata share of each Qualified Investor, for purposes of this right of first offer, is (except as set
forth in Section 5.1(e) below) the ratio of the total number of shares of Registrable Securities
held by such Qualified Investor, to the total number of shares of Common Stock outstanding
immediately prior to the issuance of the New Securities (including any shares of Common Stock into
which outstanding shares of Preferred Stock are convertible).



               (b) “New Securities” shall mean any capital stock of the Company, whether now
authorized or not, and any rights, options or warrants to purchase said capital stock, and
securities of any type whatsoever that are, or may become, convertible into said capital
stock; provided that “New Securities” does not include (i) the shares of stock
purchased under the Purchase Agreement, (ii) the Conversion Stock issuable upon conversion of the
Preferred Stock, (iii) securities offered pursuant to a registration statement filed under the
Securities Act, (iv) securities issued pursuant to the acquisition of another corporation by the
Company by merger, purchase of substantially all of the assets or other reorganization, (v) all
shares of



15









 







Common Stock or other securities hereafter issued or issuable to officers, directors,
employees, scientific advisors or consultants of the Company pursuant to any employee or consultant
stock offering, plan or arrangement approved by the Board of Directors of the Company, (vi) all
shares of Common Stock or other securities hereafter issued in connection with or as consideration
for acquisition or licensing of technology, or (vii) Securities issued to vendors, consultants,
suppliers, lessors, or lenders to the Corporation pursuant to any agreement, plan, or arrangement
approved by the unanimous consent of the Board of Directors.



               (c) In the event the Company proposes to undertake an issuance of New Securities, it shall
give to each such Qualified Investor written notice (the “Notice”) of its intention,
describing the type of New Securities, the price, the terms upon which the Company proposes to
issue the same, and a statement as to the number of days from receipt of such Notice within which
the Investor must respond to such Notice. Each Qualified Investor shall have twenty (20) days from
the date of receipt of the Notice to elect to purchase any or all of the New Securities for the
price and upon the terms specified in the Notice by giving written notice to the Company and
stating therein the quantity of New Securities to be purchased. If not all of the Qualified
Investors elect to purchase their pro rata share of the New Securities, then the Company shall
promptly notify in writing the Qualified Investors who do so elect and shall offer such Investors
the right to acquire such unsubscribed shares. The Qualified Investors shall have fifteen (15)
days after receipt of such notice to notify the Company of its election to purchase all or a
portion thereof of the unsubscribed shares.



               (d) The right of first offer granted under this Section 5.1 shall expire upon the date which a
registration statement filed by the Company under the Securities Act (other than a registration of
securities in a Rule 145 transaction or with respect to an employee benefit plan) in connection
with an underwritten public offering of its securities first becomes effective and the securities
registered thereunder are sold.



               (e) The right of first offer granted under this Section 5.1 is assignable by an Investor to
any transferee of a minimum of 100,000 shares of Registrable Securities.



          5.2. Company Sale Right. In the event the Qualified Investors fail to exercise in
full the rights of first offer in Section Error! Reference source not found. within the prescribed
periods, the Company shall have ninety (90) days thereafter to sell or enter into an agreement
(pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within
thirty (30) days from date of said agreement) to sell the New Securities respecting which the
Qualified Investors’ rights were not exercised, at a price and upon general terms no more favorable
to the purchasers thereof than specified in the Notice. In the event the Company has not sold the
New Securities within said ninety (90) day period (or sold and issued New Securities in accordance
with the foregoing within thirty (30) days from the date of said agreement), the Company shall not
thereafter issue or sell any New Securities without first offering such securities to the Qualified
Investors in the manner provided above.



     6. General Provisions.



          6.1. Amendment and Waiver. Any term of this Rights Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or



16









 







in a particular
instance and either retroactively or prospectively), only with the written consent of the Company
and the holders of sixty-six and two-thirds percent (66 2/3%) of the shares of the Registrable
Securities, provided that the effect of such amendment is to treat all Investors equally. Any
amendment or waiver effected in accordance with this Section 6.1 shall be binding upon each holder
of any Registrable Securities at the time outstanding, each future holder of all such securities
and the Company. Notwithstanding the foregoing, purchasers of shares of the Company’s Series C-3
Preferred Stock under the Purchase Agreement or an addendum thereto after the date of the Purchase
Agreement may be subsequently added as a party to this Agreement as an Investor and shall be bound
by and entitled to the terms, benefits and conditions herein by the execution of this Agreement on
a signature page to this Agreement.



          6.2. Governing Law. This Agreement shall be governed by and construed under the laws
of the State of Delaware.



          6.3. Successors and Assigns. Except as otherwise expressly provided, the provisions
of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors, and administrators of the parties. The Company shall not permit the transfer of
any Registrable Securities on its books or issue a new certificate representing any of the
Registrable Securities unless and until the person to whom such security is to be transferred shall
have executed a written agreement, substantially in the form of this Agreement, pursuant to which
such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof
as if such person were an Investor.



          6.4. Severability. In case any provision of this Agreement becomes or is declared by
a court of competent jurisdiction to be unenforceable, this Agreement shall continue in full force
and effect without said provision; provided, however, that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.



          6.5. Notices. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii)
when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if
not, then on the next business day, (iii) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (iv) 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 party to be notified at the address as set forth
on the signature page hereof or at such other address as such party may designate by ten (10) days
advance written notice to the other parties hereto.



          6.6. Counterparts. This Agreement may be executed in any number of counterparts, each
of which is an original, and all of which together shall constitute one instrument.



[Signature Pages Follow]








17









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.




	 	 	 	 	 
	 	ENDOCYTE, INC.

 	 
	 	By:  	/s/ P. Ron Ellis
 	 
	 	 	P. Ron Ellis, President 	 
	 	 	 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)








 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	BURRILL LIFE SCIENCES CAPITAL FUND, L.P.

 	 
	 	By:  	Burrill & Company (Life Sciences GP), LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	                                             /s/ G. Steven Burrill
 	 
	 	 	Name:  	G. Steven Burrill 	 
	 	 	Title:  	Managing Member 	 
	 
	 	BURRILL INDIANA LIFE SCIENCES CAPITAL FUND, L.P.

 	 
	 	By:  	Burrill & Company (Indiana GP), LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	                                             /s/ G. Steven Burrill
 	 
	 	 	Name:  	G. Steven Burrill 	 
	 	 	Title:  	Managing Member 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	BLUE CHIP IV LIMITED PARTNERSHIP

 	 
	 	By:  	Blue Chip Venture Company, Ltd.,
 	 
	 	 	General Partner 	 
	 	 	 	 
	 
	 	By:  	                                                    /s/ John C. McIlwraith
 	 
	 	 	Name:  	John C. McIlwraith 	 
	 	 	Title:  	Managing Director 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	CASTELLINI MANAGEMENT COMPANY LIMITED

PARTNERSHIP

 	 
	 	By:  	/s/ Christopher L. Fister
 	 
	 	 	Name:  	Christopher L. Fister 	 
	 	 	Title:  	Secretary of Robert H. Castellini

Holding Company, Inc., General Partner of
Castellini Management Company Limited
Partnership 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	TWILIGHT VENTURE PARTNERS, LLC

 	 
	 	By:  	/s/ Ronald D. Henriksen
 	 
	 	 	Ronald D. Henriksen 	 
	 	 	Chief Investment Officer 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	1ST SOURCE CAPITAL CORPORATION

 	 
	 	By:  	/s/ Eugene L. Cavanaugh
 	 
	 	 	Name:  	Eugene L. Cavanaugh 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	SANDERLING VENTURE PARTNERS V, L.P.

 	 
	 	By:  	Middleton, McNeil & Mills Associations V, LLC
 	 
	 
	 	By:  	                             /s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 



	 	 	 	 	 
	 	SANDERLING V BIOMEDICAL, L.P.

 	 
	 	By:  	Middleton, McNeil & Mills Associations V, LLC
 	 
	 
	 	By:  	                            /s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING V LIMITED PARTNERSHIP

 	 
	 	By:  	Middleton, McNeil & Mills Associations V, LLC
 	 
	 	 	 	 
	 	By:  	                            /s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING V BETEILIGUNGS GMBH & CO. KG

 	 
	 	By:  	Middleton, McNeil & Mills Associations V, LLC
 	 
	 
	 	By:  	                              /s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VENTURES MANAGEMENT V

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Owner 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 








	 	 	 	 	 
	 	SANDERLING VENTURE PARTNERS V
 CO-INVESTMENT FUND, L.P.

 	 
	 	By:  	Middleton, McNeil & Mills Associations V, LLC
 	 
	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING V BIOMEDICAL
 CO-INVESTMENT FUND, L.P.

 	 
	 	By:  	Middleton, McNeil & Mills Associations V, LLC
 	 
	 
	 	By:  	                                   /s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VENTURE PARTNERS VI
 CO-INVESTMENT FUND, L.P.

 	 
	 	By:  	Middleton, McNeil & Mills Associations VI, LLC
 	 
	 
	 	 	 
	 	By:  	                                            /s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VI LIMITED PARTNERSHIP

 	 
	 	By:  	Middleton, McNeil & Mills Associations VI, LLC
 	 
	 
	 	 	 
	 	By:  	                                            /s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VI BETEILIGUNGS GMBH & CO. KG

 	 
	 	By:  	Middleton, McNeil & Mills Associations VI, LLC
 	 
	 
	 	By:  	                                            /s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VENTURES MANAGEMENT VI

 	 
	 	By:  	Middleton, McNeil & Mills Associations V, LLC
 	 
	 
	 	By:  	                                            /s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Owner 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	PENSION FUND OF THE CHRISTIAN CHURCH 

(DISCIPLES OF CHRIST), INC.

 	 
	 	By:  	/s/ Richard A. Cohee
 	 
	 	 	Name:  	Richard A. Cohee 	 
	 	 	Title:  	Vice President-Treasurer & CEO 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	CINCINNATI FINANCIAL CORPORATION

 	 
	 	By:  	/s/ Kenneth S. Miller
 	 
	 	 	Name:  	Kenneth S. Miller 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)








 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	TRIATHLON MEDICAL VENTURES FUND, L.P.

 	 
	 	By:  	Triathlon Medical Ventures, LLC, its General Partner
 	 
	 
	 	 	 
	 	By:  	                                             /s/ John M. Rice
 	 
	 	 	Name:  	John M. Rice 	 
	 	 	Title:  	Managing Partner 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	 	 
	 	By:  	                                                     /s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	 	 
	 
	 	ABV HOLDING COMPANY 7 LLC

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	Managing Director 	 
	 
	 	ABV HOLDING COMPANY 9 LLC

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	Managing Director 	 
	 
	 	ABV HOLDING COMPANY 10 LLC

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	Managing Director 	 
	 
	 	ABV HOLDING COMPANY 12 LLC

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	Managing Director 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	 	 
	 	By:  	                                             /s/ Curt Clawson
 	 
	 	 	Name:  	Curt Clawson 	 
	 	 	 	 
	 
	 	CLAWSON VOTING TRUST

By its Trustees, Curtis J. Clawson and Scott G.

Clawson

 	 
	 	By:  	/s/ Curt Clawson
 	 
	 	 	Curtis J. Clawson 	 
	 	 	 	 
	 
	 	By:  	
 	 
	 	 	Scott G. Clawson 	 
	 	 	 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	CLAWSON VOTING TRUST

By its Trustees, Curtis J. Clawson and Scott G.

Clawson

 	 
	 	By:  	 	 
	 	 	Curtis J. Clawson 	 
	 	 	 	 
	 
	 	By:  	                                             /s/ Scott G. Clawson
 	 
	 	 	Scott G. Clawson 	 
	 	 	 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	 	 
	 	By:  	                                                    /s/ Jack Clawson
 	 
	 	 	Name:  	Jack Clawson 	 
	 	 	 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	E.K. COGGINS AND JOAN COGGINS, JTWROS

 	 
	 	/s/ E.K. Coggins
 	 
	 	E.K. Coggins 	 
	 	 	 
	 
	 	                                                       /s/ Joan Coggins
 	 
	 	Joan Coggins 	 
	 	 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	 	 
	 	                                                      /s/ Martha Abell
 	 
	 	Martha Abell 	 
	 	 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	P. RON ELLIS AND MARGARET 

HEARD ELLIS, JTWROS

 	 
	 	/s/ P. Ron Ellis
 	 
	 	P. Ron Ellis 	 
	 	 	 
	 
	 	 	 
	 	                                                        /s/ Margaret Heard Ellis
 	 
	 	Margaret Heard Ellis 	 
	 	 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Brent Lambert
 	 
	 	Brent Lambert 	 
	 	 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	JOHN THOMAS HURVIS REVOCABLE TRUST 

DATED MARCH 8, 2002

 	 
	 	By:  	/s/ John Thomas Hurvis
 	 
	 	 	Name:  	John Thomas Hurvis, Trustee, or his 	 
	 	 	successor in trust 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Richard M. Burridge
 	 
	 	 	Name:  	Richard M. Burridge 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	NATIONAL FINANCIAL SERVICES, 

CUSTODIAN FBO RICHARD M. BURRIDGE, SR. IRA

 	 
	 	By:  	/s/ Richard M. Burridge
 	 
	 	 	Name:  	Richard M. Burridge	 
	 	 	Title:  	 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	WELLNESS HOUSE FOUNDATION, INC.

 	 
	 	By:  	/s/ Kenneth H. Beard
 	 
	 	 	Name:  	Kenneth H. Beard 	 
	 	 	Title:  	Chairman 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)







 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	CID SEED FUND, L.P.

 	 
	 	By:  	CID Seed Fund Partners I, its General Partner
 	 
	 
	 	 	 
	 	By:  	            /s/ John C. Aplin
 	 
	 	 	Name:  	John C. Aplin 	 
	 	 	Title:  	General Partner 	 
	 
	 	CID EQUITY CAPITAL VIII, L.P.

 	 
	 	By:  	CID Equity Partners VIII, LLC, its General Partner
 	 
	 
	 	 	 
	 	By:  	          /s/ John C. Aplin
 	 
	 	 	Name:  	John C. Aplin 	 
	 	 	Title:  	Class A Member 	 
	 



(Signature Page to Endocyte, Inc. Series C-3 Investors’ Rights)





 











 





SCHEDULE I




List of Investors



Series A-1 Preferred Stock




	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	E.K. Coggins and Joan Coggins, JTWROS

PO Box 1138

144 Cedar Creek Dr.

Pontotoc, MS 38863
	 	 	224,292	 
	Clawson Voting Trust

c/o Curtis J. Clawson

2035 West Charleston #102

Chicago, IL 60647
	 	 	1,046,324	 
	Jack Clawson

27140 Hickory Blvd

Bonita Springs, FL 33923
	 	 	4,590	 
	Martha Abell

2403 Pargoud Landing

Monroe, LA 71201
	 	 	20,000	 
	Curtis J. Clawson

2035 West Charleston #102

Chicago, IL 60647
	 	 	10,000	 
	P. Ron Ellis and Margaret Heard Ellis, JTWROS

3421 Hamilton

West Lafayette, IN 47906
	 	 	15,000	 
	John F. Grove, Jr.

c/o Bob Peterson

40 N. State St. Suite #5D

SLC, UT 84103
	 	 	56,311	 
	Brent Lambert

400 Wyndemere Way #304

Naples, FL 34105
	 	 	56,311	 






Series A-2 Preferred Stock




	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	John Thomas Hurvis Revocable Trust Dated March 8,

2002, John Thomas Hurvis, Trustee, or his successor in

trust

4065 Commercial Ave

Northbrook, IL 60062
	 	 	325,203	 
	Richard M. Burridge

308 East 6th Street

Hinsdale, IL 60521
	 	 	81,300	 
	Wellness House Foundation, Inc.

c/o Jeanie Cella

131 N County Line Road

Hinsdale, IL 60521
	 	 	32,520	 






 









 






	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Curtis J. Clawson

2035 West Charleston #102

Chicago, IL 60647
	 	 	22,500	 






Series B Preferred Stock




	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Sanderling Venture Partners or its affiliates

c/o Fred Middleton

2730 Sand Hill Road, Suite 200

Menlo Park, CA 94025
	 	 	705,882	 
	ABV Holding Company 7 LLC

c/o Douglas G. Bailey

695 East Main St

Stamford, CT 06901
	 	 	352,941	 
	Cincinnati Financial Corporation

c/o Kenneth S. Miller

P.O. Box 145496

Cincinnati, Ohio 45250-5496
	 	 	588,235	 
	Richard M. Burridge

308 East 6th Street

Hinsdale, IL 60521
	 	 	58,823	 
	John Thomas Hurvis

4065 Commercial Avenue

Northbrook, IL 60062
	 	 	47,058	 
	Curtis J. Clawson

2035 West Charleston #102

Chicago, IL 60647
	 	 	35,294	 






Series C-1 Preferred Stock




	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Cincinnati Financial Corporation

6200 S. Gilmore Road

Fairfield, OH 95014-5141
	 	 	823,528	 
	CID Equity Capital VIII, L.P.

One American Square, Suite 2850

Indianapolis, IN 46282
	 	 	470,587	 
	CID Seed Fund, L.P.

One American Square, Suite 2850

Indianapolis, IN 46282
	 	 	235,293	 
	Sanderling Venture Partners V, L.P.

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708
	 	 	487,926	 
	Sanderling V Beteiligungs GmbH & Co. KG

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708
	 	 	43,025	 






 









 






	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Sanderling V Limited Partnership

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708
	 	 	48,353	 
	Sanderling V Biomedical, L.P.

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708
	 	 	119,515	 
	Sanderling Ventures Management V

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708
	 	 	7,058	 
	Hillenbrand Industries, Inc.

700 State Route 46 East

Batesville, IN 47006
	 	 	470,587	 
	ABV Holding Company 7 LLC

c/o American Bailey Ventures LLC

Financial Centre

695 Main Street

Stamford, CT 06901
	 	 	357,411	 
	Curtis J. Clawson

1341 W. Fullerton #220

Chicago, IL 60614
	 	 	70,588	 
	John Thomas Hurvis Revocable Trust

Dated March 8, 2002, John Thomas Hurvis, Trustee, or his

successor in trust

4065 Commercial Avenue

Northbrook, IL 60062
	 	 	70,588	 
	Richard M. Burridge

308 East Sixth Street

Hinsdale, IL 60521
	 	 	23,529	 
	Wellness House Foundation, Inc.

131 N. County Line Road

Hinsdale, IL 60521
	 	 	11,764	 
	Michael Birck

744 South Oak Street

Hinsdale, IL 60521
	 	 	58,823	 
	ABV Holding Company 9 LLC

c/o American Bailey Ventures LLC

Financial Centre

695 Main Street

Stamford, CT 06901
	 	 	263,529	 
	Purdue Research Foundation

3000 Kent Avenue

West Lafayette, IN 47906
	 	 	23,529	 






 









 






	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	UBS Financial Services, Inc., Custodian FBO Richard M.

Burridge, Sr. IRA
	 	 	35,294	 






Series C-2 Preferred Stock




	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Pension Fund of the Christian Church (Disciples of Christ),

Inc.

130 E. Washington Street, 11th Floor

Indianapolis, IN 46204-3659

Attn: Richard A. Cohee
	 	 	1,176,470	 
	Sanderling Venture Partners V, L.P.

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	650,569	 
	Sanderling V Limited Partnership

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	64,473	 
	Sanderling V Beteiligungs

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	57,368	 
	Sanderling V Biomedical, L.P.

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	159,355	 
	Sanderling Ventures Management V

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	9,412	 
	Burrill Indiana Life Sciences Capital Fund, L.P.

One Embarcadero Center, Suite 2700

San Francisco, CA 94111

Attn: Tim Young
	 	 	54,201	 
	Burrill Life Sciences Capital Fund, L.P.

One Embarcadero Center, Suite 2700

San Francisco, CA 94111

Attn: Tim Young
	 	 	651,681	 
	Blue Chip IV Limited Partnership

1100 Chiquita Center

250 East 5th Street

Cincinnati, OH 45202

Attn: John M. Rice
	 	 	705,882	 






 









 






	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Triathlon Medical Ventures Fund, LP

250 East Fifth Street

1100 Chiquita Center

Cincinnati, OH 45202

Attn: John M. Rice
	 	 	705,882	 
	Cincinnati Financial Corp

6200 South Gilmore Road

Fairfield, OH 45014

Attn: Michael Abrams
	 	 	352,941	 
	ABV Holding Company 10 LLC

Financial Centre

695 East Main Street

Stamford, CT 06901

Attn: Douglas G. Bailey
	 	 	160,000	 
	Castellini Management Company Limited Partnership

Castellini Management Company

312 Elm Street

Cincinnati, OH

Attn: Christopher L. Fister
	 	 	235,294	 
	1st Source Capital Corporation

100 North Michigan Street, 4th Floor

South Bend, IN 46601

Attn: Eugene L. Cavanaugh
	 	 	176,470	 
	Twilight Venture Partners, LLC

One Indiana Square, Suite 2550

Indianapolis, IN 46204

Attn: Ronald D. Henriksen
	 	 	58,823	 
	Argyle LLC

600 E. 96th Street

Indianapolis, IN 46240

Attn: David W. Knall
	 	 	58,823	 
	Curtis J. Clawson

2035 Charleston, Unit 102

Chicago, IL 60647
	 	 	47,059	 






Series C-3 Preferred Stock




	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Pension Fund of the Christian Church (Disciples of Christ),

Inc.

130 E. Washington Street, 11th Floor

Indianapolis, IN 46204-3659

Attn: Richard A. Cohee
	 	 	784,313	 






 









 






	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Sanderling Venture Partners V, L.P.

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	478,270	 
	Sanderling V Limited Partnership

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	35,889	 
	Sanderling V Beteiligungs

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	31,607	 
	Sanderling V Biomedical, L.P.

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	103,558	 
	Sanderling Ventures Management V

400 South El Camino Real, Suite 1200

San Mateo, CA 94402-1708

Attn: Paulette Taylor
	 	 	56,558	 
	Burrill Indiana Life Sciences Capital Fund, L.P.

One Embarcadero Center, Suite 2700

San Francisco, CA 94111

Attn: Tim Young
	 	 	36,134	 
	Burrill Life Sciences Capital Fund, L.P.

One Embarcadero Center, Suite 2700

San Francisco, CA 94111

Attn: Tim Young
	 	 	434,454	 
	Blue Chip IV Limited Partnership

1100 Chiquita Center

250 East 5th Street

Cincinnati, OH 45202

Attn: John M. Rice
	 	 	470,588	 
	Triathlon Medical Ventures Fund, LP

250 East Fifth Street

1100 Chiquita Center

Cincinnati, OH 45202

Attn: John M. Rice
	 	 	470,588	 






 









 






	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Cincinnati Financial Corp

6200 South Gilmore Road

Fairfield, OH 45014

Attn: Michael Abrams
	 	 	228,394	 
	Castellini Management Company Limited Partnership

Castellini Management Company

312 Elm Street

Cincinnati, OH

Attn: Christopher L. Fister
	 	 	28,066	 
	1st Source Capital Corporation

100 North Michigan Street, 4th Floor

South Bend, IN 46601

Attn: Eugene L. Cavanaugh
	 	 	21,050	 
	Curtis J. Clawson

2035 Charleston, Unit 102

Chicago, IL 60647
	 	 	11,764	 
	ABV Holding Company 12 LLC

c/o American Bailey Ventures LLC

Financial Center

695 Main Street

Stamford, CT 06901
	 	 	164,706	 
	CID Equity Capital VIII, L.P.

One American Square, Suite 2850

Indianapolis, IN 46282
	 	 	56,414	 
	CID Seed Fund, L.P.

One American Square, Suite 2850

Indianapolis, IN 46282
	 	 	27,785	 
	Jack Clawson

27140 Hickory Blvd

Bonita Springs, FL 33923
	 	 	23,529	 
	John Thomas Hurvis Revocable Trust Dated March 8,

2002, John Thomas Hurvis, Trustee, or his successor in

trust

4065 Commercial Ave

Northbrook, IL 60062
	 	 	52,824	 






 









 






	 	 	 	 	 
	Name/Address	 	Number of Shares	 
	Richard M. Burridge

308 East 6th Street

Hinsdale, IL 60521
	 	 	23,371	 







 












 





ENDOCYTE, INC.




AMENDMENT
TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS
 AGREEMENT,



PREFERRED
STOCKHOLDER WAIVER OF ANTI-DILUTION ADJUSTMENT AND
 RIGHT OF FIRST REFUSAL,



AND



PREFERRED STOCKHOLDER PROTECTIVE PROVISION CONSENT



     This Preferred Stockholder Waiver and Consent, and Amendment to that certain Third Amended and
Restated Investors’ Rights Agreement dated March 9, 2007 by and among Endocyte, Inc., a Delaware
corporation (the “Company”), and the stockholders named therein (the “Rights Agreement”) is entered
into December 31, 2007 by and among the Company, GE Healthcare Financial Services, Inc. or its
assignee (“GE Healthcare”), Oxford Finance Corporation, or its assignee (“Oxford,” each of GE
Healthcare and Oxford, a “Lender,” and together, the “Lenders”), and the Holders holding at least
66 2/3% of the Registrable Securities under the Rights Agreement. Capitalized terms not otherwise
defined herein have the meanings set forth in the Rights Agreement.



     WHEREAS, the Company is entering into a proposed secured loan facility (the “Loan Facility”)
with the Lenders relating to a secured term loan facility in an aggregate principal amount of up to
$15,000,000;



     WHEREAS, pursuant to the Loan Facility, the Company desires to issue warrants to the Lenders
exercisable for an aggregate of up to 132,354 shares of Series C-3 Preferred Stock with a purchase
price of $4.25 per share, subject to adjustments from time to time as set forth in the warrant to
each of the Lenders (the “GE Healthcare Warrant” and the “Oxford Warrant,” respectively, together
the “Warrants”);



     WHEREAS, the undersigned Company stockholders desire to amend the Rights Agreement to include
the Lenders and the shares issuable pursuant to any exercise of the Warrants, except with respect
to Section 3.1, Section 4, and Section 5 therein;



     WHEREAS, pursuant to Section 5 of the Rights Agreement, each Qualified Investor (as defined in
Rights Agreement) was granted a right of first refusal to its pro rata share of any New Securities
(as defined in the Rights Agreement) issued by the Company (the “Right of First Refusal”);



     WHEREAS, Section 5 of Article Six of the Amended and Restated Certificate of Incorporation of
the Company dated March 9, 2007 (the “Restated Certificate”) provides that the Conversion Price (as
defined in the Restated Certificate) of the Preferred Stock shall be adjusted if the Company issues
Additional Shares of Common (as defined in the Restated Certificate) (such adjustment, the
“Anti-Dilution Adjustment”);



-1-









 







     WHEREAS, Section 6(b) of Article Six of the Restated Certificate provides that the affirmative
consent of at least 50% of the outstanding shares of the Company’s Preferred Stock is required to
enter into the Loan Facility, borrow up to $15,000,000 from the Lenders, and issue the Warrants
(the “Applicable Protective Provision”); and



     WHEREAS, the undersigned Company stockholders desire to provide their consent pursuant to the
Applicable Protective Provision, waive the Anti-Dilution Adjustment and the Right of First Refusal,
and to amend the Rights Agreement, in each case as described herein.



     NOW THEREFORE, the undersigned Company stockholders do hereby agree to the following:



AGREEMENT




     1. Amendments to Rights Agreement.



          (a) The first paragraph of the Rights Agreement shall be amended and restated and replaced in
its entirety with the following language:





“This Third Amended and Restated Investors’ Rights Agreement (“Rights Agreement”) is
entered into as of March 9, 2007 by and between Endocyte, Inc., a Delaware
corporation (the “Company”), the individuals or entities listed on the Schedule I
hereto (the “Investors”), and GE Healthcare Financial Services, Inc. (“GE
Healthcare”) and Oxford Finance Corporation (“Oxford”) (GE Healthcare and Oxford also
“Investors,” except with respect to Section 3.1, Section 4, and Section 5 hereof).
This Agreement amends and restates the Second Amended and Restated Investors’ Rights
Agreement entered into by and between the Company and certain of the Investors, dated
November 23, 2004.”



          (b) The definition of “Preferred Stock” as set forth in Section 1.4 of the Rights Agreement is
hereby amended to read in its entirety as follows:





““Preferred Stock” means the Company’s Series A-1 Preferred Stock, the Company’s
Series A-2 Preferred Stock, the Company’s Series B Preferred Stock, the Company’s
Series C-1 Preferred Stock, the Company’s Series C-2 Preferred Stock, and the
Company’s Series C-3 Preferred Stock; provided however, with respect to GE Healthcare
or Oxford or any of their permitted transferees, Preferred Stock shall mean shares of
the Series C-3 Preferred Stock issued upon exercise of warrants originally issued to
GE Healthcare and Oxford, or any of their permitted transferees.”



          (c) Schedule I is hereby amended to add “GE Healthcare Financial Services, Inc.” and “Oxford
Finance Corporation” immediately after the list of the holders of Series C-3 Preferred Stock.




     2. Waiver of Right of First Refusal. With respect to the issuance of the Warrants,
the Series C-3 Preferred Stock exercisable pursuant to the Warrants, and the Company’s Common Stock
issued or issuable upon conversion of the Company’s Series C-3 Preferred Stock issued or issuable



-2-









 




upon exercise of the Warrants, the undersigned Company stockholders hereby irrevocably waive,
to the extent applicable, (i) the Right of First Refusal as set forth in Section 5, et. seq. of the
Rights Agreement, and (ii) any and all notice requirements otherwise owing, arising, or relating to
the Right of First Refusal, as set forth in the Rights Agreement.




     3. Waiver of Anti-Dilution Adjustment. With respect to the issuance of the Warrants,
the Series C-3 Preferred Stock exercisable pursuant to the Warrants, and the Company’s Common Stock
issued or issuable upon conversion of the Company’s Series C-3 Preferred Stock issued or issuable
upon exercise of the Warrants, the undersigned Company stockholders hereby irrevocably waive any
Anti-Dilution Adjustment, as set forth in Section 5, et seq., of Article SIX of the Restated
Certificate, that may have otherwise occurred as a result of the issuance of the Warrants and any
shares issuable pursuant to the exercise of the Warrants.



     4. Consent pursuant to Applicable Protective Provision. Pursuant to the Applicable
Protective Provision as set forth in Section 6(b), et seq., of Article Six of the Restated
Certificate, the undersigned Company stockholders hereby irrevocably consent to the entering into
of the Loan Facility, borrowing of up to $15,000,000 from the Lenders, and issuing the Warrants.



     5. Requisite Consents. The undersigned Company stockholders executing this Waiver,
Consent, and Amendment hold the requisite number of Preferred Stock required to amend the Rights
Agreement, waive the Anti-Dilution Adjustment, waive the Right of First Refusal, and provide the
requisite consent pursuant to the Applicable Protective Provision.



     6. Governing Law. This Waiver, Consent, and Amendment shall be governed by and
construed and interpreted under the laws of the State of Delaware without reference to conflicts of
law principles.



     7. Severability. In the event that any provision of this Waiver, Consent, and
Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Waiver, Consent, and Amendment shall continue in full force and effect without said
provision, provided that no such severability shall be effective if it materially changes the
economic benefit of this Waiver, Consent, and Amendment to any party hereto.



     8. Modification. This Waiver, Consent, and Amendment may not be altered, amended or
modified in any way except by a written instrument referencing this Waiver, Consent, and Amendment
signed by:



          (i) the Company; and




          (ii) the Holders (as defined in the Rights Agreement) holding 66 2/3% of the Registrable
Securities (as defined in the Rights Agreement).







-3-









 








     9. Full Force and Effect. Except as amended hereby, the Rights Agreement shall remain
in full force and effect.



     10. Counterparts. This Waiver, Consent, and Amendment may be executed in
counterparts, each of which shall be declared an original, but all of which together shall
constitute one and the same instrument.



[remainder of this page intentionally left blank]






-4-









 







IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the date
written above.




	 	 	 	 	 
	 	
ENDOCYTE, INC.

 	 
	 	By:  	/s/ P. Ron Ellis
 	 
	 	 	P. Ron Ellis, President 	 
	 	 	 	 
	 



Endocyte, Inc.

Consent, Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal




 









 





ENDOCYTE, INC.




AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT,



PREFERRED STOCKHOLDER WAIVER OF RIGHT OF FIRST REFUSAL, AND



PREFERRED STOCKHOLDER PROTECTIVE PROVISION CONSENT



     This Preferred Stockholder Waiver and Consent, and Amendment to that certain Third Amended and
Restated Investors’ Rights Agreement dated March 9, 2007, as amended, by and among Endocyte, Inc.,
a Delaware corporation (the “Company”), and the stockholders named therein (the “Rights Agreement”)
is entered into August 3, 2009 by and among the Company and the Holders holding at least 66 2/3% of
the Registrable Securities under the Rights Agreement. Capitalized terms not otherwise defined
herein have the meanings set forth in the Rights Agreement.



     WHEREAS, the Company has previously issued and sold an aggregate of 3,540,222 shares of Series
C-3 Preferred Stock in the Closing, (as defined in the Agreement) pursuant to the Series C-3
Preferred Stock Purchase Agreement dated March 9, 2007 (the “Purchase Agreement”) among the Company
and the Investors set forth on Exhibit A thereto for aggregate proceeds of $15,045,943.40,
and the Company now wishes to issue and sell up to an additional 5,882,353 shares of Series C-3
Preferred Stock (the “Additional Series C-3”) in a Second Closing pursuant to the Purchase
Agreement, as amended, for additional proceeds of up to $25,000,000.25;



     WHEREAS, the undersigned Company stockholders desire to amend the Rights Agreement to amend
Section 5 of the Rights Agreement;



     WHEREAS, pursuant to Section 5 of the Rights Agreement, each Qualified Investor (as defined in
Rights Agreement) was granted a right of first refusal to its pro rata share of any New Securities
(as defined in the Rights Agreement) issued by the Company (the “Right of First Refusal”);



     WHEREAS, Section 5 of Article Six of the Amended and Restated Certificate of Incorporation of
the Company dated March 9, 2007 (the “Restated Certificate”) provides that the Conversion Price (as
defined in the Restated Certificate) of the Preferred Stock shall be adjusted if the Company issues
Additional Shares of Common (as defined in the Restated Certificate) (such adjustment, the
“Anti-Dilution Adjustment”);



     WHEREAS, Section 6(b) of Article Six of the Amended and Restated Certificate of Incorporation
of the Company dated March 9, 2007 (the “Restated Certificate”) provides that the affirmative
consent of holders of more than sixty-six and two-thirds percent (66 2/3%) of the outstanding
shares of Series C-1 Preferred Stock, more than sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares of Series C-2 Preferred Stock, and more than sixty-six and two-thirds percent
(66 2/3%) of the outstanding shares of Series C-3 Preferred Stock, each voting separately by series
is required to increase the number of authorized number of shares of Common Stock or Preferred
Stock (the “Applicable Protective Provision”); and



-1-









 







     WHEREAS, the undersigned Company stockholders desire to provide their consent pursuant to the
Applicable Protective Provision, waive the Right of First Refusal, and to amend the Rights
Agreement, in each case as described herein.



     NOW THEREFORE, the undersigned Company stockholders do hereby agree to the following:



AGREEMENT




     1. Amendments to Rights Agreement.



     (a) Effective as of the date hereof, the following new Section 5.3 shall be added to the
Rights Agreement:




“5.3. Right of First Offer Restriction.




(a) Definitions. For purposes of this Section 5.3, the following terms are
defined.




     “2009 Closing” means Closings to be held on August 3, 2009 and
additional Closings within the subsequent 32 day period ending September 4,
2009.




     “2009 Series C-3 Pro-Rata Amount” for each Qualified Investor
shall mean the respective pro rata amount of Series C-3 Preferred Stock
available for purchase in the 2009 Closing as set forth opposite of each
Qualified Investor’s name listed on Exhibit A hereto.




     “Defaulting Investor” means a Qualified Investor who fails to
purchase its full 2009 Series C-3 Pro-Rata Amount.




     “Qualified Financing” means a transaction or series of
transactions pursuant to which the Company issues and sells shares of its
capital stock, with the principal purpose of raising capital, for aggregate
gross proceeds of at least $1,000,000 (including any and all amounts received
upon the conversion or cancellation of indebtedness) at price per share below
$4.25 per share.




(b) Right of First Offer Restriction. Upon the 2009 Closing, in the event
that any Qualified Investor does not purchase its full 2009 Series C-3
Pro-Rata Amount, such Defaulting Investor’s right of first offer to purchase
New Securities in any Qualified Financing shall be an amount calculated as
follows: (X) the underlying amount of New Securities available to such
Defaulting Investor as calculated pursuant to Section 5.1 of the Agreement,
multiplied by (Y) the amount of Series C-3 Preferred Stock actually purchased
by such Defaulting Investor in the 2009 Closing, divided by (Z) such
Defaulting Investor’s full 2009 Series C-3 Pro-Rata Amount.”



-2-









 





     (b) Effective as of the date hereof, Exhibit A in the form attached hereto as Appendix
A shall be added to the Rights Agreement.



     2. Waiver of Right of First Refusal. With respect to the issuance of the Additional
Series C-3, the undersigned Company stockholders hereby irrevocably waive, to the extent
applicable, (i) the Right of First Refusal as set forth in Section 5, et. seq. of the Rights
Agreement, and (ii) any and all notice requirements otherwise owing, arising, or relating to the
Right of First Refusal, as set forth in the Rights Agreement.



     3. Consent Pursuant to Applicable Protective Provision. Pursuant to the Applicable
Protective Provision as set forth in Section 6(b), et seq., of Article SIX of the Restated
Certificate, the undersigned Company stockholders hereby irrevocably consent to increasing the
number of authorized number of shares of Common Stock and Preferred Stock in connection with the
issuance of Additional Series C-3.



     4. Requisite Consents. The undersigned Company stockholders executing this Waiver,
Consent, and Amendment hold the requisite number of Preferred Stock required to amend the Rights
Agreement, waive the Right of First Refusal, and provide the requisite consent pursuant to the
Applicable Protective Provision.



     5. Governing Law. This Waiver, Consent, and Amendment shall be governed by and
construed and interpreted under the laws of the State of Delaware without reference to conflicts of
law principles.



     6. Severability. In the event that any provision of this Waiver, Consent, and
Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Waiver, Consent, and Amendment shall continue in full force and effect without said
provision, provided that no such severability shall be effective if it materially changes the
economic benefit of this Waiver, Consent, and Amendment to any party hereto.



     7. Modification. This Waiver, Consent, and Amendment may not be altered, amended or
modified in any way except by a written instrument referencing this Waiver, Consent, and Amendment
signed by:



          (i) the Company; and




          (ii) the Holders (as defined in the Rights Agreement) holding 66 2/3% of the Registrable
Securities (as defined in the Rights Agreement).




     8. Full Force and Effect. Except as amended hereby, the Rights Agreement shall remain
in full force and effect.



     9. Counterparts. This Waiver, Consent, and Amendment may be executed in counterparts,
each of which shall be declared an original, but all of which together shall constitute one and the
same instrument.



[remainder of this page intentionally left blank]






-3-









 







IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the date
written above.




	 	 	 	 	 
	 	
ENDOCYTE, INC.

 	 
	 	By:  	/s/ P. Ron Ellis
 	 
	 	 	P. Ron Ellis, President 	 
	 	 	 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated Investors’ Rights Agreement]








 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	1ST SOURCE CAPITAL CORPORATION

 	 
	 	By:  	/s/ Eugene L. Cavanaugh
 	 
	 	 	Name:  	Eugene L. Cavanaugh 	 
	 	 	Title:  	Vice President 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series 
Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	 	 
	 	/s/ Martha Abell
 	 
	 	MARTHA ABELL 	 
	 	 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	 	 
	 	By:  	                                                   /s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	 	 
	 
	 	ABV HOLDING COMPANY 7 LLC

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	Managing Director 	 
	 
	 	ABV HOLDING COMPANY 9 LLC

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	Managing Director 	 
	 
	 	ABV HOLDING COMPANY 10 LLC

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	Managing Director 	 
	 
	 	ABV HOLDING COMPANY 12 LLC

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Douglas G. Bailey 	 
	 	 	Managing Director 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	ARGYLE, LLC

 	 
	 	By:  	/s/ David Knall
 	 
	 	 	David Knall 	 
	 	 	Managing Member 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	 	 
	 	                                                  /s/ Michael Birck
 	 
	 	MICHAEL BIRCK 	 
	 	 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	BLUE CHIP IV LIMITED PARTNERSHIP



By:  Blue Chip Venture Company, Ltd., General 

        Partner

 	 
	 	By:  	/s/ John C. McIlwraith
 	 
	 	 	Name:  	John C. McIlwraith 	 
	 	 	Title:  	Managing Director 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	 	 
	 	/s/ Richard M. Burridge
 	 
	 	RICHARD M. BURRIDGE 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	NATIONAL FINANCIAL SERVICES, 
CUSTODIAN FBO RICHARD M. BURRIDGE, 
SR. IRA

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	BURRILL LIFE SCIENCES CAPITAL FUND, L.P.



By:  Burrill & Company (Life Sciences GP), LLC,

        its General Partner

 	 
	 	By:  	/s/ G. Steven Burrill
 	 
	 	 	Name:  	G. Steven Burrill 	 
	 	 	Title:  	Managing Member 	 
	 
	 	BURRILL INDIANA LIFE SCIENCES CAPITAL FUND, L.P.




By:  Burrill & Company (Indiana GP), LLC,

        its General Partner

 	 
	 	By:  	/s/ G. Steven Burrill
 	 
	 	 	Name:  	G. Steven Burrill 	 
	 	 	Title:  	Managing Member 	 
	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	CASTELLINI MANAGEMENT COMPANY LIMITED PARTNERSHIP

 	 
	 	By:  	/s/ Christopher L. Fister
 	 
	 	 	Name:  	Christopher L. Fister 	 
	 	 	Title:  	Secretary of Robert H. Castellini Holding
Company, Inc., General Partner of Castellini
Management Company Limited Partnership 	 
	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	CID SEED FUND, L.P.



By:  CID Seed Fund Partners I, its General Partner

 	 
	 	By:  	/s/ John C. Aplin
 	 
	 	 	John C. Aplin, General Partner 	 
	 	 	 	 
	 
	 	CID EQUITY CAPITAL VIII, L.P.



By:  CID Equity Partners VIII, LLC, 

        its General Partner

 	 
	 	By:  	/s/ John C. Aplin
 	 
	 	 	John C. Aplin, Class A Member 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	CINCINNATI FINANCIAL CORPORATION

 	 
	 	By:  	/s/ Martin F. Hollenbeck
 	 
	 	 	Martin F. Hollenbeck 	 
	 	 	Chief Investment Officer 	 
	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	 	 
	 	By:  	                                           /s/ Curt Clawson
 	 
	 	 	Name:  	Curt Clawson 	 
	 	 	 	 
	 	CLAWSON VOTING TRUST

By its Trustees, Curtis J. Clawson and Scott G. Clawson

 	 
	 	By:  	/s/ Curt Clawson
 	 
	 	 	Curtis J. Clawson 	 
	 	 	 	 
	 	By:  	/s/ Scott G. Clawson
 	 
	 	 	Scott G. Clawson 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	 	 
	 	/s/ Gary W. Coggins
 	 
	 	GARY W. COGGINS 	 
	 	 	 
	 	                                                   /s/ Joan Coggins
 	 
	 	JOAN COGGINS 	 
	 	 	 
	 	                                                   /s/ Michael R. Coggins
 	 
	 	MICHAEL R. COGGINS 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]








 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	P. RON ELLIS AND MARGARET HEARD ELLIS, JTWROS

 	 
	 	/s/ P. Ron Ellis
 	 
	 	P. Ron Ellis 	 
	 	 	 
	 	                                                /s/ Margaret Heard Ellis
 	 
	 	Margaret Heard Ellis 	 
	 	 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	TRUST E. JOHN U/A DATED JANUARY 21, 1983, AS AMENDED

 	 
	 	/s/ John F. Grove, Jr.
 	 
	 	John F. Grove, Jr., Trustee 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	JOHN THOMAS HURVIS REVOCABLE TRUST DATED MARCH
8, 2002

 	 
	 	/s/ John Thomas Hurvis
 	 
	 	John Thomas Hurvis, Trustee, or his successor in 	 
	 	trust 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	                                                   /s/ Brent Lambert
 	 
	 	BRENT LAMBERT 	 
	 	 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	PENSION FUND OF THE CHRISTIAN CHURCH (DISCIPLES
OF CHRIST), INC.

 	 
	 	By:  	/s/ Richard A. Cohee
 	 
	 	 	Name:  	Richard A. Cohee 	 
	 	 	Title:  	Vice President-Treasurer & CEO 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	SANDERLING VENTURE PARTNERS V, L.P.



By:  Middleton, McNeil & Mills Associations V, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING V BIOMEDICAL, L.P.



By:  Middleton, McNeil & Mills Associations V, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING V LIMITED PARTNERSHIP



By:  Middleton, McNeil & Mills Associations V, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING V BETEILIGUNGS GMBH & CO. KG



By:  Middleton, McNeil & Mills Associations V, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VENTURES MANAGEMENT V

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Owner 	 
	 
	 	SANDERLING VENTURE PARTNERS V
 CO-INVESTMENT FUND, L.P.



By:  Middleton, McNeil & Mills Associations V, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]







 









 








	 	 	 	 	 
	 	SANDERLING V BIOMEDICAL
 CO-INVESTMENT FUND, L.P.



By:  Middleton, McNeil & Mills Associations V, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VENTURE PARTNERS VI
 CO-INVESTMENT FUND, L.P.



By:  Middleton, McNeil & Mills Associations VI, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VI LIMITED PARTNERSHIP





By: Middleton, McNeil & Mills Associations VI, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VI BETEILIGUNGS GMBH & CO. KG



By:  Middleton, McNeil & Mills Associations Vi, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton 	 
	 	 	Managing Director 	 
	 
	 	SANDERLING VENTURES MANAGEMENT VI



By:  Middleton, McNeil & Mills Associations V, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Fred A. Middleton

Owner

 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]





 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	TRIATHLON MEDICAL VENTURES FUND, L.P.



By:  Triathlon Medical Ventures, LLC, 
        its General Partner

 	 
	 	By:  	/s/ John M. Rice
 	 
	 	 	Name:  	John M. Rice 	 
	 	 	Title:  	Managing Partner 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	TWILIGHT VENTURE PARTNERS, LLC

 	 
	 	By:  	/s/ Ronald D. Henriksen
 	 
	 	 	Ronald D. Henriksen 	 
	 	 	Chief Investment Officer 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]









 









 









     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the
date written above.



	 	 	 	 	 
	 	WELLNESS HOUSE FOUNDATION, INC.

 	 
	 	By:  	/s/ Jeanie Cella
 	 
	 	 	Jeanie Cella 	 
	 	 	Executive Director 	 



[Endocyte, Inc. — Signature Page to Amendment to the Series Third Amended and Restated
Investors’ Rights Agreement]













 









 








Appendix A




2009 Series C-3 Pro-Rata Amount



[Intentionally Omitted]



 











 





Exhibit 4.2




ENDOCYTE, INC.




AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS

AGREEMENT,

PREFERRED STOCKHOLDER WAIVER OF ANTI-DILUTION ADJUSTMENT AND

RIGHT OF FIRST REFUSAL,



AND



PREFERRED STOCKHOLDER PROTECTIVE PROVISION CONSENT



     This Preferred Stockholder Waiver and Consent, and Amendment to that certain Third Amended and
Restated Investors’ Rights Agreement dated March 9, 2007, and as previously amended on December 31,
2007 and on August 3, 2009, by and among Endocyte, Inc., a Delaware corporation (the “Company”),
and the investors and other holders of rights named therein (the “Rights Agreement”) is entered
into August 27, 2010 by and among the Company, MidCap Funding III, LLC, or its assignee (“Midcap”),
Silicon Valley Bank, or its assignee (“SVB,” each of Midcap and SVB, a “Lender,” and together, the
“Lenders”), and the Holders holding at least 66 2/3% of the Registrable Securities under the Rights
Agreement. Capitalized terms not otherwise defined herein have the meanings set forth in the Rights
Agreement.



     WHEREAS, the Company is entering into a proposed secured loan facility (the “Loan Facility”)
with the Lenders relating to a secured term loan facility in an aggregate principal amount of up to
$15,000,000;



     WHEREAS, pursuant to the Loan Facility, the Company desires to issue warrants to the Lenders
in the amount and type of shares and subject to adjustments from time to time as set forth in the
warrant to each of the Lenders (the “Midcap Warrant” and the “SVB Warrant,” respectively, together
the “Warrants”);



     WHEREAS, the undersigned Company stockholders desire to amend the Rights Agreement to include
the Lenders and the shares issuable pursuant to any exercise of the Warrants, except with respect
to Sections 2, 3.1, 3.9, 4, and 5 therein;



     WHEREAS, pursuant to Section 5 of the Rights Agreement, each Qualified Investor (as defined in
Rights Agreement) was granted a right of first refusal to its pro rata share of any New Securities
(as defined in the Rights Agreement) issued by the Company (the “Right of First Refusal”);



     WHEREAS, Section 5 of Article Six of the Company’s current Amended and Restated Certificate of
Incorporation, as amended (the “Restated Certificate”) provides that the Conversion Price (as
defined in the Restated Certificate) of the Preferred Stock shall be adjusted if the Company issues
Additional Shares of Common (as defined in the Restated Certificate) (such adjustment, the
“Anti-Dilution Adjustment”);



-1-









 





     WHEREAS, Section 6(b) of Article Six of the Restated Certificate provides that the affirmative
consent of at least 50% of the outstanding shares of the Company’s Preferred Stock is required to
enter into the Loan Facility (the “Applicable Protective Provision”); and



     WHEREAS, the undersigned Company stockholders desire to provide their consent pursuant to the
Applicable Protective Provision, waive the Anti-Dilution Adjustment and the Right of First Refusal,
and to amend the Rights Agreement, in each case as described herein.



     NOW THEREFORE, the undersigned Company stockholders do hereby agree to the following:



AGREEMENT




     1. Amendments to Rights Agreement.



          (a) The first paragraph of the Rights Agreement shall be amended and restated and replaced in
its entirety with the following language:





“This Third Amended and Restated Investors’ Rights Agreement (“Rights Agreement”) is
entered into as of March 9, 2007 by and between: (i) Endocyte, Inc., a Delaware
corporation (the “Company”); (ii) the individuals or entities listed on the Schedule
I hereto (the “Investors”); and (iii) GE Healthcare Financial Services, Inc. (“GE
Healthcare”), Oxford Finance Corporation (“Oxford”), MidCap Funding III, LLC
(“Midcap”) and , Silicon Valley Bank (“SVB”) (GE Healthcare, Oxford, Midcap, and SVB
also “Investors,” except with respect to Sections 2, 3.1, 3.9, 4, and 5 hereof).
This Agreement amends and restates the Second Amended and Restated Investors’ Rights
Agreement entered into by and between the Company and certain of the Investors, dated
November 23, 2004.”



          (b) The definition of “Preferred Stock” as set forth in Section 1.4 of the Rights Agreement is
hereby amended to read in its entirety as follows:





““Preferred Stock” means the Company’s Series A-1 Preferred Stock, the Company’s
Series A-2 Preferred Stock, the Company’s Series B Preferred Stock, the Company’s
Series C-1 Preferred Stock, the Company’s Series C-2 Preferred Stock, and the
Company’s Series C-3 Preferred Stock; provided however, with respect to Midcap or SVB
or any of their permitted transferees, Preferred Stock shall mean shares of the
Series C-3 Preferred Stock issued upon exercise of warrants originally issued to GE
Healthcare, Oxford, Midcap, and SVB, or any of their respective permitted
transferees.”



          (c) Schedule I is hereby amended to add “MidCap Funding III, LLC” and Silicon Valley Bank”
immediately after the list of the holders of Series C-3 Preferred Stock.




     2. Waiver of Right of First Refusal. With respect to the issuance of the Warrants,
the Series C-3 Preferred Stock exercisable pursuant to the Warrants, and the Company’s Common Stock
issued or issuable upon conversion of the Company’s Series C-3 Preferred Stock issued or issuable



-2-









 




upon exercise of the Warrants (as may be adjusted from time-to-time), the undersigned Company
stockholders hereby irrevocably waive, to the extent applicable, (i) the Right of First Refusal as
set forth in Section 5, et. seq. of the Rights Agreement, and (ii) any and all notice requirements
otherwise owing, arising, or relating to the Right of First Refusal, as set forth in the Rights
Agreement.




     3. Waiver of Anti-Dilution Adjustment. With respect to the issuance of the Warrants,
the Series C-3 Preferred Stock exercisable pursuant to the Warrants, and the Company’s Common Stock
issued or issuable upon conversion of the Company’s Series C-3 Preferred Stock issued or issuable
upon exercise of the Warrants (as may be adjusted from time-to-time), the undersigned Company
stockholders hereby irrevocably waive any Anti-Dilution Adjustment, as set forth in Section 5, et
seq., of Article SIX of the Restated Certificate, that may have otherwise occurred as a result of
the issuance of the Warrants and any shares issuable pursuant to the exercise of the Warrants.



     4. Consent pursuant to Applicable Protective Provision. Pursuant to the Applicable
Protective Provision as set forth in Section 6(b), et seq., of Article Six of the Restated
Certificate, the undersigned Company stockholders hereby irrevocably consent to the entering into
of the Loan Facility, borrowing of up to $15,000,000 from the Lenders, and issuing the Warrants.



     5. Requisite Consents. The undersigned Company stockholders executing this Waiver,
Consent, and Amendment hold the requisite number of Preferred Stock required to amend the Rights
Agreement, waive the Anti-Dilution Adjustment, waive the Right of First Refusal, and provide the
requisite consent pursuant to the Applicable Protective Provision.



     6. Governing Law. This Waiver, Consent, and Amendment shall be governed by and
construed and interpreted under the laws of the State of Delaware without reference to conflicts of
law principles.



     7. Severability. In the event that any provision of this Waiver, Consent, and
Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Waiver, Consent, and Amendment shall continue in full force and effect without said
provision, provided that no such severability shall be effective if it materially changes the
economic benefit of this Waiver, Consent, and Amendment to any party hereto.



     8. Modification. This Waiver, Consent, and Amendment may not be altered, amended or
modified in any way except by a written instrument referencing this Waiver, Consent, and Amendment
signed by:



          (i) the Company; and




          (ii) the Holders (as defined in the Rights Agreement) holding 66 2/3% of the Registrable
Securities (as defined in the Rights Agreement).







-3-









 








     9. Full Force and Effect. Except as amended hereby, the Rights Agreement shall remain
in full force and effect.



     10. Counterparts. This Waiver, Consent, and Amendment may be executed in
counterparts, each of which shall be declared an original, but all of which together shall
constitute one and the same instrument.



[remainder of this page intentionally left blank]



-4-









 





     IN WITNESS WHEREOF, this Waiver, Consent, and Amendment is executed effective as of the date
written above.



	 	 	 	 	 
	 	ENDOCYTE, INC.

 	 
	 	By:  	/s/ P. Ron Ellis
 	 
	 	 	P. Ron Ellis, President     	 
	 	 	 	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MIDCAP FUNDING III, LLC

 	 
	 	By:  	/s/ Josh Groman
 	 
	 	 	Name:  	Josh Groman 	 
	 	 	Its:            	Managing Director 	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SILICON VALLEY BANK

 	 
	 	By:  	/s/ Jay McNeil
 	 
	 	 	Name:  	Jay McNeil 	 
	 	 	Its:           	SVP 	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 








	 	 	 	 	 
	 	STOCKHOLDERS:




P. RON ELLIS AND MARGARET HEARD
 ELLIS JTWROS

 	 
	 	By:  	/s/ P. Ron Ellis
 	 
	 	 	Name:  	P. Ron Ellis 	 



	 	 	 	 	 
	 	By:  	                    /s/ Margaret Heard Ellis
 	 
	 	 	Name:  	Margaret Heard Ellis 	 



	 	 	 	 	 
	 	DOUGLAS G. BAILEY

 	 
	 	By:  	 	 
	 	 	Name:  	Douglas G. Bailey 	 



	 	 	 	 	 
	 	ABV HOLDING COMPANY 7 LLC

ABV HOLDING COMPANY 9 LLC

ABV HOLDING COMPANY 10 LLC

ABV HOLDING COMPANY 12 LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Douglas G. Bailey 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CINCINNATI FINANCIAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JACK CLAWSON

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 





	 	 	 	 	 
	 	P. RON ELLIS AND MARGARET HEARD

ELLIS JTWROS

 	 
	 	By:  	 	 
	 	 	Name:  	P. Ron Ellis 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Margaret Heard Ellis 	 



	 	 	 	 	 
	 	

DOUGLAS G. BAILEY

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Name:  	Douglas G. Bailey          	 



	 	 	 	 	 
	 	

ABV HOLDING COMPANY 7 LLC

ABV HOLDING COMPANY 9 LLC

ABV HOLDING COMPANY 10 LLC

ABV HOLDING COMPANY 12 LLC

 	 
	 	By:  	/s/ Douglas G. Bailey
 	 
	 	 	Name:  	Douglas G. Bailey 	 
	 	 	Title:  	Managing Member 	 
	 



	 	 	 	 	 
	 	CINCINNATI FINANCIAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JACK CLAWSON

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 





	 	 	 	 	 
	 	P. RON ELLIS AND MARGARET HEARD

ELLIS JTWROS

 	 
	 	By:  	 	 
	 	 	Name:  	P. Ron Ellis 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Margaret Heard Ellis 	 



	 	 	 	 	 
	 	DOUGLAS G. BAILEY

 	 
	 	By:  	 	 
	 	 	Name:  	Douglas G. Bailey 	 



	 	 	 	 	 
	 	ABV HOLDING COMPANY 7 LLC

ABV HOLDING COMPANY 9 LLC

ABV HOLDING COMPANY 10 LLC

ABV HOLDING COMPANY 12 LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Douglas G. Bailey 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CINCINNATI FINANCIAL CORPORATION

 	 
	 	By:  	/s/ Michael R. Abrams
 	 
	 	 	Name:  	Michael R. Abrams 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	JACK CLAWSON

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 





	 	 	 	 	 
	 	 	 
	 	By:  	                                                   /s/ John G. Clawson (Jack)
 	 
	 	 	Name:  	Jack Clawson 	 



	 	 	 	 	 
	 	PENSION FUND OF THE CHRISTIAN

CHURCH (DISCIPLES OF CHRIST), INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	TRIATHLON MEDICAL VENTURES FUND, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Representative of the Fund or
a Manager 	 
	 



	 	 	 	 	 
	 	BLUE CHIP IV LIMITED PARTNERSHIP

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Representative of the Fund or
a Manager 	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Jack Clawson 	 



	 	 	 	 	 
	 	PENSION FUND OF THE CHRISTIAN 

CHURCH (DISCIPLES OF CHRIST), INC.

 	 
	 	By:  	/s/ David Stone
 	 
	 	 	Name:  	David Stone 	 
	 	 	Title:  	CIO 	 
	 



	 	 	 	 	 
	 	TRIATHLON MEDICAL VENTURES FUND, L.P.

 	 
	 	By:  	/s/ John M. Rice
 	 
	 	 	Name:  	John M. Rice 	 
	 	 	Title:  	Authorized Representative of the Fund or
a Manager 	 
	 



	 	 	 	 	 
	 	BLUE CHIP IV LIMITED PARTNERSHIP

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Representative of the Fund or
a Manager 	 


Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Jack Clawson 	 



	 	 	 	 	 
	 	PENSION FUND OF THE CHRISTIAN 

CHURCH (DISCIPLES OF CHRIST), INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	TRIATHLON MEDICAL VENTURES FUND, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Representative of the Fund or
a Manager 	 
	 



	 	 	 	 	 
	 	BLUE CHIP IV LIMITED PARTNERSHIP


By: Blue Chip Venture Company, LTD,

General Partner

 	 
	 	By:  	/s/ John C. McIlwraith
 	 
	 	 	Name:  	Managing Director 	 
	 	 	Title:  	Authorized Representative of the Fund or
a Manager 	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BURRILL INDIANA LIFE SCIENCES CAPITAL FUND, L.P.


    By: Burrill & Company (Indiana GP), LLC

BURRILL LIFE SCIENCES CAPITAL FUND, L.P.


    By: Burrill & Company (Life Sciences GP), LLC


 	 
	 	Name:  	/s/ G. Steven Burrill
 	 
	 	Title:  	Authorized Representative of the Fund or a
Manager 	 



	 	 	 	 	 
	 	SANDERLING VENTURE PARTNERS V, L.P.

SANDERLING V LIMITED PARTNERSHIP

SANDERLING VI LIMITED PARTNERSHIP

SANDERLING VENTURES MANAGEMENT V

SANDERLING VENTURES MANAGEMENT VI

SANDERLING V BETEILIGUNGS GMBH & CO. KG

SANDERLING VI BETEILIGUNGS GMBH & CO. KG

SANDERLING V BIOMEDICAL, L.P.

SANDERLING V BIOMEDICAL CO-INVESTMENT FUND, L.P.

SANDERLING VENTURE PARTNERS V CO-INVESTMENT FUND, L.P.

SANDERLING VENTURE PARTNERS VI CO-INVESTMENT FUND, L.P.

SANDERLING MANAGEMENT COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Representative of the Fund or a
Manager 	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BURRILL INDIANA LIFE SCIENCES CAPITAL FUND, L.P.


By: Burrill & Company (Indiana GP), LLC     BURRILL
LIFE SCIENCES CAPITAL FUND, L.P.


By: Burrill & Company (Life Sciences GP), LLC



 	 
	 	Name:  	
 	 
	 	Title: 	Authorized Representative of the Fund or a
Manager 	 



	 	 	 	 	 
	 	SANDERLING VENTURE PARTNERS V, L.P.

SANDERLING V LIMITED PARTNERSHIP

SANDERLING VI LIMITED PARTNERSHIP

SANDERLING VENTURES MANAGEMENT V

SANDERLING VENTURES MANAGEMENT VI

SANDERLING V BETEILIGUNGS GMBH & CO. KG

SANDERLING VI BETEILIGUNGS GMBH & CO. KG

SANDERLING V BIOMEDICAL, L.P.

SANDERLING V BIOMEDICAL CO-INVESTMENT FUND, L.P.

SANDERLING VENTURE PARTNERS V CO-INVESTMENT FUND, L.P.

SANDERLING VENTURE PARTNERS VI CO-INVESTMENT FUND, L.P.

SANDERLING MANAGEMENT COMPANY, LLC

 	 
	 	By:  	/s/ Fred A. Middleton
 	 
	 	 	Name:  	Fred A. Middleton 	 
	 	 	Title:  	Authorized Representative of the Fund or a
Manager 	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CID SEED FUND, L.P.

 	 
	 	By:  	/s/ John C. Aplin
 	 
	 	 	Name:  	John C. Aplin 	 
	 	 	Title:  	Authorized Representative of the Fund or
a Manager 	 
	 



Endocyte, Inc

Consent Amendment to Investor Rights’ Agreement and

Waiver of Anti-Dilution Adjustment and Right of First Refusal