Exhibit 4.9


 


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.


 


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


 


Date of Issuance: January 20, 2010


 


Original Issue Date (as defined in subsection


2(a)(I)(B)):
January 20, 2010


 


INTERCEPT PHARMACEUTICALS, INC.


 


Form of Common Stock Purchase Warrant


 


(Void after January 20, 2015)


 


INTERCEPT
PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), for value received, hereby certifies
that                            ,
or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth
below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00
p.m. (New York City time) on January 20, 2015,                    shares of Common Stock, par value $0.001 per share ("Common Stock"),
of the Company at a purchase price of $1.80 per share. The shares purchasable upon exercise of this Warrant, and the purchase
price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to
as the "Warrant Shares" and the "Purchase Price," respectively.


 


1.          Exercise.


 


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


 



    	 



    	 



    

 


(b)        Cashless
Exercise.


 


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


 


X = Y(A-B)


A


 





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







  


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


 


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


 



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(B)         If the Common
Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date,
the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors
of the Company (the "Board") to represent the fair market value per share of the Common Stock (including without limitation
a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement
with employees of the Company); and, upon request of the Registered Holder, the Board (or a representative thereof) shall, as promptly
as reasonably practicable but in any event not later than 10 days after such request, notify the Registered Holder of the Fair
Market Value per share of Common Stock and furnish the Registered Holder with reasonable documentation of the Board's determination
of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month
period prior to the Exercise Date, then (A) the Board shall make, and shall provide or cause to be provided to the Registered Holder
notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered
Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination
is made and notice thereof is provided to the Registered Holder.


 


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


 


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


 


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


 


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


 


2.          Adjustments.


 


(a)          Adjustments
to Purchase Price for Diluting Issues.


 


(i)          Special
Definitions. For purposes of this Section 2, the following definitions shall apply:


 


(A)         "Option"
shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.


 



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(B)         "Original
Issue Date" shall mean January 20, 2010, which is the date on which this Warrant was first issued (or, if this Warrant was
issued upon partial exercise of, or in replacement of, another warrant of like tenor, the date on which such original warrant was
first issued).


 


(C)         "Convertible
Securities" shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or
exchangeable for Common Stock, but excluding Options.


 


(D)         "Additional
Shares of Common Stock" shall mean all shares of Common Stock issued (or, pursuant to subsection 2(a)(iii) below, deemed to
be issued) by the Company after the Original Issue Date, other than:


 


		(I)	shares of Common Stock, Options or Convertible Securities issued or issuable as a dividend or distribution
on preferred stock of the Company;



 


		(II)	shares of Common Stock, Options or Convertible Securities issued or issuable by reason of a dividend,
stock split, split-up or other distribution on shares of Common Stock that is covered by subsection 2(b) or 2(c) below;



 


		(III)	up to 8,000,000 shares of Common Stock, including Options therefor (subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), issued or
issuable to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a
plan, agreement or arrangement approved by the Board, whether issued before or after the Original Issue Date (provided that any
Options for such shares that expire or terminate unexercised or any restricted stock repurchased by the Corporation at cost shall
not be counted toward such maximum number unless and until such shares are regranted as new stock grants (or as new Options) pursuant
to the terms of any such plan, agreement or arrangement); or



 


		(IV)	shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or
shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance
is pursuant to the terms of such Option or Convertible Security.



 



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(ii)         No
Adjustment of Purchase Price. No adjustment to the Purchase Price shall be made as the result of the issuance of Additional Shares
of Common Stock if the consideration per share (determined pursuant to subsection 2(a)(v)) for such Additional Share of Common
Stock issued or deemed to be issued by the Company is equal to or greater than the Purchase Price in effect immediately prior to
the issuance or deemed issuance of such Additional Shares of Common Stock.


 


(iii)        Issue
of Securities Deemed Issue of Additional Shares of Common Stock.


 


(A)        If the Company
at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options
or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares
of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(D)
above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options
or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without
regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options
or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall
be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have
been fixed, as of the close of business on such record date.


 


(B)        If the terms
of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Purchase Price pursuant to the terms
of subsection 2(a)(iv) below, are revised (either automatically pursuant the provisions contained therein or as a result of an
amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon
the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration
payable to the Company upon such exercise, conversion or exchange, then, effective upon such increase or decrease becoming effective,
the Purchase Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record
date with respect thereto) shall be readjusted to such Purchase Price as would have obtained had such revised terms been in effect
upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant
to this clause (B) shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase
Price on the original adjustment date, or (ii) the Purchase Price that would have resulted from any issuances of Additional Shares
of Common Stock between the original adjustment date and such readjustment date.


 



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(C)        If the terms
of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange
thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition
of Additional Shares of Common Stock by subsection 2(a)(i)(D) above), the issuance of which did not result in an adjustment to
the Purchase Price pursuant to the terms of subsection 2(a)(iv) below (either because the consideration per share (determined pursuant
to subsection 2(a)(v) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Purchase
Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after
the Original Issue Date (either automatically pursuant the provisions contained therein or as a result of an amendment to such
terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion
or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company
upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional
Shares of Common Stock subject thereto (determined in the manner provided in subsection 2(a)(iii)(A) above) shall be deemed to
have been issued effective upon such increase or decrease becoming effective.


 


(D)         Upon
the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security (or
portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Purchase
Price pursuant to the terms of subsection 2(a)(iv) below, the Purchase Price shall be readjusted to such Purchase Price as would
have obtained had such Option or Convertible Security (or portion thereof) never been issued.


 


(E)         No
adjustment in the Purchase Price shall be made upon the issue of shares of Common Stock or Convertible Securities upon the
exercise of Options or the issue of shares of Common Stock upon the conversion or exchange of Convertible Securities.


 


(iv)        Adjustment
of Purchase Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time after the Original
Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to
subsection 2(a)(iii)), without consideration or for a consideration per share less than the Purchase Price in effect immediately
prior to such issue, then the Purchase Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest
cent) determined by multiplying such Purchase Price by a fraction, (A) the numerator of which shall be (1) the number of shares
of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration
received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at
such Purchase Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior
to such issue plus the number of such Additional Shares of Common Stock so issued; provided that, (i) for the purpose of this subsection
2(a)(iv), all shares of Common Stock issuable upon conversion or exchange of Convertible Securities outstanding immediately prior
to such issue shall be deemed to be outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion
or exchange of such outstanding Convertible Securities shall be determined without giving effect to any adjustments to the conversion
or exchange price or conversion or exchange rate of such Convertible Securities resulting from the issuance of Additional Shares
of Common Stock that is the subject of this calculation.


 


(v)         Determination
of Consideration. For purposes of this subsection 2(a), the consideration received by the Company for the issue of any
Additional Shares of Common Stock shall be computed as follows:


 



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(A)         Cash
and Property: Such consideration shall:


 


		(I)	insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding
amounts paid or payable for accrued interest;



 


		(II)	insofar as it consists of property other than cash, be computed at the fair market value thereof
at the time of such issue, as determined in good faith by the Board; and



 


		(III)	in the event Additional Shares of Common Stock are issued together with other shares or securities
or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed
as provided in clauses (I) and (II) above, as determined in good faith by the Board.



 


(B)         Options
and Convertible Securities. The consideration per share received by the Company for Additional Shares of Common Stock deemed
to have been issued pursuant to subsection 2(a)(iii), relating to Options and Convertible Securities, shall
be determined by dividing


 


		(I)	the total amount, if any, received or receivable by the Company as consideration for the issue
of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable
to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of
Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such
Convertible Securities, by



 


		(II)	the maximum number of shares of Common Stock (as set forth in the instruments relating
                                                                   thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the
                                                                   exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for
                                                                   Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such
                                                                   Convertible Securities.



 



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(vi)        Multiple
Closing Dates. In the event the Company shall issue on more than one date Additional Shares of Common Stock which are comprised
of shares of the same series or class of Common Stock, and such issuance dates occur within a period of no more than 120 days,
then, upon the final such issuance, the Purchase Price shall be readjusted to give effect to all such issuances as if they occurred
on the date of the final such issuance (and without giving effect to any adjustments as a result of such prior issuances within
such period).


 


(b)        Adjustment for
Stock Splits and Combinations. If the Company shall at any time or from time to time after the Original Issue Date effect a subdivision
of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately
decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of
Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment
under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


(b)         Accredited
Investor. The Registered Holder is an "accredited investor" as defined in Rule 501(a) under the Act.


 


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


 


5.            Company
Representations. The Company represents and warrants to the Registered Holder as follows:


 


(a)         Issuance of
Warrant. The issuance of the Warrant has been duly authorized by all necessary corporate action on the part of the Company. The
Warrant Shares issuable upon exercise of the Warrant have been duly and validly reserved, and when issued in accordance with the
terms of this Warrant, will be validly issued, fully paid and non assessable and the Registered Holder will acquire the beneficial
and legal title to such Warrant Shares free and clear of any restrictions on transfer other than restrictions imposed or created
under this Warrant, the Stockholders Agreement (as defined below) or by applicable law.


 


(b)         No consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any court, arbitrational
tribunal, administrative agency or commission or other governmental or regulatory authority or agency is required on the part of
the Company in connection with the issuance and delivery of the Warrant, except such filings as shall have been made prior to and
shall be effective on and as of the Closing (as such term is defined in the Purchase Agreement (as defined below)) and such filings
required to be made after the Closing under applicable federal and state securities laws, all of which filings are specified in
the Disclosure Schedule to the Series B Convertible Preferred Stock Purchase Agreement by and between the Company and the Registered
Holder dated as of the date hereof (the "Purchase Agreement"). Based on the representations made by the Registered Holder
in Section 4 of this Warrant, the issuance of the Warrant to the Registered Holder will be in compliance with applicable federal
and state securities laws.


 



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6.          Transfers,
etc.


 


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


 


"THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE,
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE
STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."


 


The foregoing legend
shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they
become eligible for resale pursuant to Rule 144(b)(1) under the Act.


 


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


 


(c)         Subject to the
provisions of Section 6 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of
this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or,
if another office or agency has been designated by the Company for such purpose, then at such other office or agency).


 


7.           Stockholders
Agreement. The Registered Holder agrees that it shall be a condition precedent to the exercise of this Warrant that such Registered
Holder shall become a party to that certain Second Amended and Restated Stockholders Agreement by and among the parties thereto
dated as of January 20, 2010, as may be amended or amended and restated from time to time (the "Stockholders Agreement")
by executing and delivering to the Secretary of the Company a duplicate counterpart of the Stockholders Agreement or such other
agreements or instruments requested by the Company necessary to bind the Registered Holder to the Stockholders Agreement, and the
Warrant Shares issued upon exercise of this Warrant shall be subject to the terms, conditions, rights and obligations set forth
in the Stockholders Agreement.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


11.         Exchange
or Replacement of Warrants.


 


(a)        Upon the surrender
by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to
the provisions of Section 6 hereof, issue and deliver to or upon the order of the Registered Holder, at the Company's expense,
a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the
Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number
of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.


 



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


 


12.         Agreement
in Connection with Public Offering. The Registered Holder agrees, in connection with the initial underwritten public offering of
the Company's securities pursuant to a registration statement under the Act, (i) not to sell, make short sale of, loan, grant any
options for the purchase of, or otherwise dispose of any shares of Common Stock or any other securities of the Company held by
the Registered Holder (other than any shares included in the offering) without the prior written consent of the Company or the
underwriters managing such initial underwritten public offering of the Company's securities for a period of 180 days from the effective
date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company
or the managing underwriters at the time of such offering.


 


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


 


14.         No
Rights as Stockholder. Except as expressly provided in this Warrant, no Registered Holder, as such, shall be entitled to vote
or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Registered Holder,
as such, any of the rights of a stockholder of the Company or any right to vote for the election of the directors or upon any
matter submitted to stockholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription
rights or otherwise, until this Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof
shall have become deliverable, as provided herein. Notwithstanding the foregoing, in the event (i) the Company effects a split
of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of
the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the
Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered
Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired
upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date
for such stock dividend.


 



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15.         Amendment
or Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing
signed by the Company and the then current Registered Holder, and such change, waiver, discharge or termination shall be binding
on all future Registered Holders.


 


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


 


17.         Governing
Law. This Warrant will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference
to the conflicts of law provisions thereof).


 


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




[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 



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EXECUTED as of the Date of Issuance indicated
above.


  


	 	INTERCEPT PHARMACEUTICALS,
INC.
	 	 
	 	By:	
	 	Name:	Mark E. Pruzanski, M.D.
	 	Title:	President and CEO


 



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EXHIBIT I


 


PURCHASE FORM


 


	To:_______________	Dated:______________


 


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


 


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


 


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


 


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


 


		£	$_________in lawful money of the United States; and/or



 


		£	the cancellation of such portion of the attached Warrant as is exercisable for a total of____Warrant Shares (using a Fair Market
Value of $_____per share for purposesof this calculation); and/or



 


		£	the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(b),
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 1(b).



 


	 	Signature:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 


 



    	- 16 -



    	 



    

 


EXHIBIT II


 


ASSIGNMENT FORM


 


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


 


	Name of Assignee	Address	No. of Shares
	 	 	 
	 	 	 
	 	 	 


 


	Dated:	 	 	Signature:	 


  



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