LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 15th, 2010 • Endocyte Inc • Pharmaceutical preparations • Maryland
THIS LOAN AND SECURITY AGREEMENT, dated as of August 27, 2010 (as amended, restated, supplemented or otherwise modified from time to time (this “Agreement”)) is among MIDCAP FUNDING III, LLC, a Delaware limited liability company (“MidCap”) in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), SILICON VALLEY BANK, a California corporation (“SVB”), the other financial institutions who are or hereafter become parties to this Agreement as lenders (together with MidCap and SVB, collectively the “Lenders”, and each individually, a “Lender”), ENDOCYTE, INC., a Delaware corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • December 15th, 2010 • Endocyte Inc • Pharmaceutical preparations • Maryland
This Subordination Agreement (the “Agreement”) is made as of December __, 2010, by and between ___________________ (“Creditor”), and MIDCAP FUNDING III, LLC, a Delaware limited liability company (“MidCap”) in its capacity as Agent (as hereinafter defined) for the Lenders (as hereinafter defined).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 15th, 2010 • Endocyte Inc • Pharmaceutical preparations • Delaware
This Note Purchase Agreement, dated as of December 14, 2010 (this “Agreement”), is entered into by and among Endocyte, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”), as such Schedule I may be amended in accordance with Section 7 hereof.
ContractSubordinated Convertible Promissory Note • December 15th, 2010 • Endocyte Inc • Pharmaceutical preparations • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
