Exhibit 4.1


 


[FORM
OF] Company WARRANT


 


NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON ITS EXERCISE OR CONVERSION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (I) IN ACCORDANCE WITH THE SECURITIES ACT OR SUCH APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, OR (II) WHERE, IN THE OPINION OF COUNSEL, REGISTRATION UNDER THE
SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.


 


[•]
Shares of Company Common Stock    No. [•] WARRANT


 


This WARRANT (this
 “Warrant”) is issued as of [•], 2022 (the “Initial Issuance Date”), by BIOXCEL THERAPEUTICS,
INC., a Delaware corporation (the “Company”), to [•],
a [•] (“Purchaser” and, together with any assignee(s) or transferee(s), “Holder” or “Holders”).


 


WHEREAS,
the Company, certain subsidiaries of the Company as guarantors, the Purchaser as lender and the other lenders party thereto are parties
to that certain Credit Agreement and Guaranty, dated as of [•], 2022 (the “Credit Agreement”), pursuant to which
the Company may borrow from Purchaser and the other lenders party thereto (collectively, the “Lenders”), and the Lenders
may loan to the Company, up to $135,000,000 from the date of the Credit Agreement through the Maturity Date; and


 


WHEREAS,
the Company is issuing this Warrant to Purchaser as a condition precedent to the making of the loans by Purchaser pursuant to the Credit
Agreement.


 


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Purchaser agree as
follows:


 


Section 1.
Definitions. Unless otherwise defined herein, capitalized terms have the meanings set forth in the Credit Agreement
(as in effect on the date hereof), however, the following terms when used herein have the following meanings:


 


“Aggregate
Exercise Price” means, in connection with any Exercise of this Warrant pursuant to Section 4 (whether in whole or
in part), an amount equal to the product of (i) the number of Underlying Shares in respect of which this Warrant is then being exercised
pursuant to such Section 4, multiplied by (ii) the Exercise Price.


 






    			 



     


    

 


“Fair
Market Value” means, with respect to any security or other property, the fair market value of such security or other
property as determined by the independent members of the Board of Directors of the Company, acting in good faith. If the Holder
objects in writing to the Board of Directors’ calculation of Fair Market Value within ten (10) days of receipt of written
notice thereof and the Holder and the Company are unable to agree on Fair Market Value during the five (5) day period following the
delivery of the Holder’s objection, the valuation dispute resolution procedure set forth in Section 21 hereof shall be
invoked to determine Fair Market Value.


 


“Market Price”
means, with respect to a particular security, on any given day, the last reported sale price, regular way, or, in case no such reported
sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case on the principal national securities
exchange on which the applicable securities are listed or admitted to trading, or if not listed or admitted to trading on any national
securities exchange, the last quoted bid price in the over-the-counter market as reported by Pink Sheets LLC or similar organization.
 “Market Price” shall be determined without reference to after hours or extended hours trading. If such security is not listed
and traded in a manner that the quotations referred to above are available for the period required hereunder, the Market Price per share
of Company Common Stock shall be deemed to be the fair market value per share of such security as determined in good faith by the independent
members of the Board of Directors in reliance upon an opinion of an accounting firm of nationally recognized standing retained by the
Company for this purpose and reasonably acceptable to the Holder (or if there is more than one Holder, a majority in interest of Holders
excluding any Holder that is an Affiliate of the Company). For the purposes of determining the Market Price of the Company Common Stock
on the Trading Day preceding, on or following the occurrence of an event, (i) that Trading Day shall be deemed to commence immediately
after the regular scheduled closing time of trading on the Trading Market on which the Company Common Stock is listed or, if trading is
closed at an earlier time, such earlier time and (ii) that Trading Day shall end at the next regular scheduled closing time, or if
trading is closed at an earlier time, such earlier time (for the avoidance of doubt, and as an example, if the Market Price is to be determined
as of the last Trading Day preceding a specified event and the closing time of trading on a particular day is 4:00 p.m. and the specified
event occurs at 5:00 p.m. on that day, the Market Price would be determined by reference to such 4:00 p.m. closing price).


 


“Trading
Day” means a day on which the Company Common Stock is traded on a Trading Market or, if the Company Common Stock is not traded
on a Trading Market, then on the principal securities exchange or securities market on which the Company Common Stock is then traded.


 


“Trading
Market” means any market or exchange of The Nasdaq Stock Market LLC or the New York Stock Exchange.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (i) if the Company Common Stock
is then listed or quoted on a Trading Market, the daily volume weighted average price of the Company Common Stock for such date (or
the nearest preceding date) on the Trading Market on which the Company Common Stock is then listed or quoted as reported by
Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (ii) if the
Company Common Stock is not then listed on a Trading Market or quoted for trading on the OTC Bulletin Board and if prices for the
Company Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group Inc. (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Company Common
Stock so reported or (iii) in all other cases, the fair market value of a share of Company Common Stock as determined by an
independent nationally recognized investment banking, accounting or valuation firm selected in good faith by the Company and
reasonably acceptable to the Holder, the fees and expenses of which shall be paid by the Company.


 






    			 



     


    

 


Section 2.
Issuance of Warrant; Term. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company hereby grants to Holder the right to purchase from the Company [•]
fully paid and nonassessable shares of the Company’s voting common stock having a par value $0.001 per share (the “Company
Common Stock”). The shares of Company Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the
 “Underlying Shares.” This Warrant shall be exercisable at any time and from time to time, in whole or in part, during
the seven (7) year period commencing on the date hereof (the last day of this seven (7) year period is referred to as the “Expiration
Date”).


 


Section 3. Exercise
Price. The exercise price per share of Company Common Stock for which each Underlying Share may be purchased pursuant to this
Warrant shall be $20.04, subject to adjustment pursuant to Section 7 (the “Exercise Price”).


 


Section 4.
Exercise.


 


(a)       This
Warrant may be exercised by the Holder hereof as to all or any portion of the Underlying Shares, upon delivery of written notice to
the Company, together with this original Warrant and (x) payment to the Company of the Aggregate Exercise Price or (y) instruction
to the Company to withhold a number of the Underlying Shares then issuable upon exercise of this Warrant with an aggregate value
(determined on the basis of the average Market Price per share for the Company Common Stock on the last five Trading Days for such
stock ended immediately prior to the applicable Exercise Date, as defined below) equal to such Aggregate Exercise Price
(collectively, the “Exercise”, with the date of an Exercise being an “Exercise Date”). The
Exercise Price (if paid pursuant to clause (x) above) shall be payable by delivery by the Holder of a certified or official
bank check payable to the order of the Company or wire transfer of immediately available funds to an account designated by the
Company. This Warrant shall be deemed to have been so exercised as of the applicable Exercise Date, and the Holder shall be entitled
to receive the Underlying Shares issuable upon such Exercise and be treated for all purposes as the holder of record of the
Underlying Shares as of such date. Upon the Exercise of this Warrant, the Company shall, within two (2) Business Days of the
applicable Exercise Date (the “Underlying Share Delivery Date”), execute and deliver to the Holder of this
Warrant (a) a statement confirming the total number of Underlying Shares for which this Warrant is being exercised, and (b) (i) if
the Underlying Shares are issued in certificate form, a certificate or certificates for the number of Underlying Shares issuable
upon such Exercise, or (ii) if the Underlying Shares are issued in uncertificated form, a written confirmation evidencing the
book-entry registration of such Underlying Shares in the Holder’s name; provided that if the Company fails to deliver
to Holder such certificate or certificates (in the case of Underlying Shares issued in certificate form) or written confirmation (in
the case of Underlying Shares issued in uncertificated form) by the Underlying Share Delivery Date, the Holder will have the right
to rescind such Exercise. Any rescission by the Holder pursuant to this Section 4(a) shall not affect any other remedies
available to the Holder under applicable law or equity or pursuant to Section 13 hereof as a result of the
Company’s failure to timely deliver the Underlying Shares. If this Warrant shall be exercised with respect to less than all of
the Underlying Shares, the Company shall deliver a new Warrant covering the number of Underlying Shares in respect of which this
Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company
covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the
issuance of this Warrant or the issuance of any Underlying Shares upon exercise.


 






    			 



     


    

 


(b)       In
the event of any withholding of shares of Underlying Shares pursuant to Section 4(a)(y) above where the number of the Underlying
Shares then issuable upon exercise of this Warrant with an aggregate value equal to the Aggregate Exercise Price is not a whole number,
the number of the Underlying Shares withheld by the Company shall be rounded up to the nearest whole share, and the Company shall make
a cash payment to the Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based
on the incremental fraction of Underlying Shares being so withheld by the Company in an amount equal to the product of (x) such incremental
fraction of Underlying Shares being so withheld or surrendered multiplied by (y) the value per share of Underlying Shares (determined
on the basis of the average Market Price per share for the Company Common Stock on the last five Trading Days for such stock ended immediately
prior to the applicable Exercise Date).


 


(c)       The
Company shall not knowingly effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant to
the extent that, after giving effect to such exercise, the Holder (together with such Person’s Affiliates) would beneficially
own in excess of 9.99% (the “Maximum Percentage”) of the Company Common Stock outstanding immediately after
giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Company Common Stock
beneficially owned by such Person and its Affiliates shall include the number of shares of Company Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Company
Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by
such Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Company beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or
convertible shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant, in determining the number of outstanding
shares of Company Common Stock, a Holder of this Warrant may rely on the number of outstanding shares of Company Common Stock as
reflected in the most recent of (1) the Company’s Form 10-K, Form 10-Q or other public filing with the Securities and Exchange
Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or its
transfer agent setting forth the number of shares of Company Common Stock outstanding. Upon the written or oral request of a Holder,
the Company shall, within five (5) Business Days, confirm to such Holder the number of shares of its Company Common Stock then
outstanding. Furthermore, upon the written request of the Company, a Holder shall confirm to the Company its then current beneficial
ownership with respect to the Company’s Company Common Stock.


 






    			 



     


    

 


Section 5.
No Fractional Shares. No fractional shares may be issued upon any exercise of this Warrant or as a consequence of
any adjustment pursuant to Section 7, and any fractions shall be rounded upwards to the nearest whole number of shares. If
upon any exercise or adjustment of this Warrant a fraction of a share results, the Company will pay to the Holder the cash value of any
such fractional share, calculated on the basis of the Exercise Price.


 


Section 6.
Securities Laws.


 


(a)       Holder
acknowledges that the Underlying Shares are being offered and sold by the Company in accordance with Regulation D under the Securities
Act and that the Underlying Shares will constitute “restricted securities” as defined in Rule 144 under the Securities Act.
Neither this Warrant nor the Underlying Shares have been registered under the Securities Act, or any state securities laws (“Blue
Sky Laws”). This Warrant has been acquired for the Holder’s own account for investment purposes and not with a current
view to distribution or resale and may not be sold or otherwise transferred (i) without an effective registration statement for such Warrant
under the Securities Act and such applicable Blue Sky Laws, or (ii) unless Holder shall have delivered to the Company an opinion of counsel
to the effect that the Warrant or such portion of the Warrant to be sold or transferred may be sold or transferred under an exemption
from such registration; provided, that the foregoing conditions shall not apply to any transfer of this Warrant from Purchaser
to (i) any Affiliate, managed fund or account of Oaktree Capital Management, L.P. or (ii) an Affiliate of Qatar Investment Authority.


 


(b)       The
Company covenants and agrees that all Underlying Shares will, upon issuance and payment therefor, be legally and validly issued and outstanding,
free from all taxes, liens, charges and preemptive or similar rights, if any, with respect thereto or to the issuance thereof. The Company
will take all such action as may be reasonably necessary or appropriate to assure that the Underlying Shares may be issued as provided
herein without violating any applicable law or regulation, or any requirements of the Trading Market upon which the Company Common Stock
may be listed.


 


(c)       The
certificates representing the Underlying Shares will bear the following or similar legend, unless the Company determines otherwise in
compliance with applicable law:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”


 






    			 



     


    

 


Section 7.
Anti-Dilution Adjustments.


 


(a)       If
the Company shall at any time prior to the expiration of this Warrant (i) pay a stock dividend or otherwise make a distribution or distributions
on shares of Company Common Stock or any other equity or equity securities, (ii) subdivide the Company Common Stock (by stock split, recapitalization,
or any other similar event) into a larger number of shares, (iii) combine the Company Common Stock (by stock split or reverse stock split,
recapitalization, combination of shares, or any other similar event) or (iv) issue by reclassification of shares of Company Common Stock
any shares of capital stock of the Company (with the exception of any reclassification that constitutes a Fundamental Change, as hereinafter
defined), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to
(x) the record date for the determination of stockholders entitled to receive such dividend or distribution or (y) the effective date
in the case of a subdivision, combination or re-classification by a fraction, the numerator of which shall be the number of shares of
Company Common Stock outstanding immediately before such event and the denominator of which shall be the number of shares of Company Common
Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted such that the Aggregate Exercise Price shall remain unchanged. Before taking any action which would result in an adjustment in
the number of Underlying Shares for which this Warrant is exercisable or to the Exercise Price, the Company shall obtain all such authorizations
or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.


 


(b)       If
the Company shall at any time prior to the expiration of this Warrant (in each case, occurring after the date hereof) be a party to
any merger, consolidation, exchange of shares of Company Common Stock, sale of a majority of the Company Common Stock, sale of all
or substantially all of the assets of the Company, separation, reorganization, recapitalization, winding up or liquidation of the
Company, or other similar event or transaction (each, a “Fundamental Change”), as a result of which shares of
Company Common Stock shall be changed into the same or a different number or class or classes of securities of the Company or
another entity, or the holders of shares of Company Common Stock are entitled to receive cash or other property, then, upon the
Exercise of this Warrant by the Holder, such Holder shall receive, for the Aggregate Exercise Price as in effect immediately prior
to such Fundamental Change (subject to all other adjustments under this Warrant), the aggregate number of shares or such other
securities, cash or other property which such Holder would have received if this Warrant had been exercised immediately prior to
such Fundamental Change (collectively, the “Fundamental Change Receivable”), which, upon the Holder’s
election, may be received net of the Aggregate Exercise Price (for the avoidance of doubt, without payment by the Holder of any cash
in an amount equal to the then Exercise Price). In the case of any Fundamental Change, the successor or purchasing party of such
merger, consolidation, exchange of shares of Company Common Stock, sale of all or substantially all of the Assets of the Company or
reorganization (if other than the Company) shall duly execute and deliver to the Holder a supplement to this Warrant acknowledging
the Company and such party’s obligations under this Section 7(b). The terms of this Warrant shall be applicable to
the Fundamental Change Receivable due to the Holder upon the consummation of any such Fundamental Change.


 






    			 



     


    

 


(c)       If
the Company, at any time while this Warrant is outstanding, shall otherwise distribute to all holders of Company Common Stock (and not
to the Holder or Holders) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security (for the avoidance of doubt, excluding in each such case any Fundamental Change Receivable), then in each
such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed
for determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be such VWAP on such
record date less the then Fair Market Value at such record date of the portion of such assets or evidence of indebtedness so distributed
applicable to one outstanding share of Company Common Stock, and the denominator of which shall be the VWAP determined as of the record
date mentioned above. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after
the record date mentioned above.


 


(d)       Not
less than five (5) days prior to the record date or effective date, as the case may be, of any event which requires or might require an
adjustment or readjustment pursuant to Section 7(a) or Section 7(b) (each, an “Adjustment Event”),
and not less than ten (10) days prior to the record date or effective date, as the case may be, of any Fundamental Change, the Company
shall give written notice of such Adjustment Event or Fundamental Change (as applicable) to the Holder or Holders, describing such Adjustment
Event or Fundamental Change in reasonable detail and specifying the record date or effective date, as the case may be. Such notice shall
additionally include the Company’s certification of the following computations, as applicable, each of which shall have been made
by the Company in good faith: (i) in the case of an Adjustment Event, if determinable, the required adjustment and the computation thereof
or, if the required adjustment is not determinable at the time of such notice, the Company shall give notice to the Holder or Holders
of such adjustment and computation promptly after such adjustment becomes determinable, and (ii) in the case of a Fundamental Change,
the number of shares or such other securities, cash or other property which is payable to the Holder or Holders upon the Fundamental Change,
the computation thereof, and the computation of the then applicable Exercise Price. Except as otherwise prohibited by applicable laws,
to the extent that any notice provided pursuant to this Section 7(d) contains material, non-public information regarding the Company,
the Company shall disclose such information regarding the Company in a Current Report on Form 8-K and file such Current Report on Form
8-K with the SEC no later than the second Trading Day following the date such notice is delivered to the Holder.


 


(e)       Notwithstanding
any other provision hereof, if an exercise of all or any portion of this Warrant is to be made in connection with a Fundamental Change
or a public offering, such exercise may, at the election of the Holder, be conditioned upon the consummation of such transaction, in which
case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.


 






    			 



     


    

 


(f)       At
all times on and prior to the Expiration Date, the Company shall at all times reserve and keep available out of its authorized but
unissued Company Common Stock (or other equity interests then constituting Underlying Shares), solely for the purpose of issuance
upon the exercise of this Warrant, the maximum number of Underlying Shares issuable upon the exercise of this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of
executing stock certificates or effectuating the book entry of uncertificated shares to execute and issue, or enter, the necessary
certificates or book entries (as applicable) for the Underlying Shares upon the exercise of the purchase rights under this Warrant.
The Company shall not increase the par value of any Underlying Shares receivable upon the exercise of this Warrant above the
Exercise Price then in effect, and shall take all such actions within its power as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable Underlying Shares upon the exercise of this Warrant.


 


Section 8.
Transfer of Warrant. Subject to compliance with applicable federal and state securities laws, the Holder may, from
time to time, transfer this Warrant or the Underlying Shares, in each case, in whole or in part, by giving the Company a written notice
of the portion of the Warrant or the shares of the Underlying Shares being transferred, such notice to set forth the name, address and
taxpayer identification number of the transferee, the anticipated date of such transfer, and surrendering this Warrant or the certificates
or book-entry records representing shares of the Underlying Shares, as applicable, to the Company for reissuance to the transferee(s).
Upon surrender of this Warrant by a Holder to the Company for transfer, in whole or in part, the Company shall issue a new warrant to
such Holder in such denomination as shall be requested by such Holder covering the number of Underlying Shares, if any, in respect of
which this Warrant shall not have been transferred. Such new warrant shall be identical in all other respects to this Warrant. This Warrant
may be divided or combined with other Warrants upon presentation hereof at the office of the Company, together with a written notice specifying
the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance
with this Section 8 as to any transfer which may be involved in such division or combination, the Company shall execute and
deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All
Warrants issued on transfers or exchanges shall be dated as of the Initial Issuance Date and shall be identical to this Warrant except
as to the number of Underlying Shares issuable pursuant thereto.


 


Section 9.
No Impairment. The Company may not, including, without limitation, by amendment of its certificate of incorporation
or bylaws, or through a Fundamental Change or any other voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, and the Company shall 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 Holder or Holders against impairment.
Without limiting the generality of the foregoing, the Company shall take (a) all such action as may be necessary or appropriate in order
that the Company may duly and validly issue fully paid and non-assessable Underlying Shares, free from any taxes, liens, charges and preemptive
rights, upon the exercise of this Warrant, and (b) use its best efforts to obtain all such authorizations, exemptions or consents from
any public regulatory body having jurisdiction thereof, as may be necessary to enable the Company to perform its obligations under this
Warrant.


 






    			 



     


    

 





Section 10.
No Rights or Liabilities as a Stockholder. This Warrant shall not entitle the Holder or Holders hereof to any voting
rights or other rights as a stockholder of the Company with respect to the Underlying Shares prior to the exercise of the Warrant. No
provision of this Warrant, in the absence of affirmative action by the Holder or Holders to purchase the Underlying Shares, and no mere
enumeration herein of the rights or privileges of the Holder or Holders, shall give rise to any liability of such Holder or Holders for
the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.


 


Section 11.
Representations and Warranties of the Company. The Company hereby represents and warrants:


 


(a)       As
of the Initial Issuance Date, the Company (A) is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, (B) has all requisite power and authority to own and operate its properties, to carry on its business as
now conducted and as currently proposed to be conducted, to issue and enter into the Warrant and to carry out the transactions contemplated
thereby, and (C) except where the failure to do so, individually or in the aggregate, has not had, and could not be reasonably expected
to have, a material adverse effect on the business, assets, financial condition or operations of the Company, is qualified to do business
and, where applicable is in good standing, in every jurisdiction where such qualification is required.


 


(b)       This
Warrant is, and any Warrant issued in substitution for or replacement of this Warrant (including pursuant to Section 15) shall
be, upon issuance, duly authorized and validly issued. This Warrant constitutes, and any Warrant issued in substitution for or replacement
of this Warrant shall be, upon issuance, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement
of creditors’ rights generally and by general principles of equity.


 


(c)       As
of the Initial Issuance Date, the execution, delivery and performance by the Company of the Warrant does not and will not (A) violate
any material provision of applicable law or the organizational documents of the Company, (B) conflict with, result in a breach of, or
constitute (with the giving of any notice, the passage of time, or both) a default under any material agreement of the Company or (C)
result in or require the creation or imposition of any lien upon any assets of the Company.


 


Section 12.
Successors. All the covenants and provisions of this Warrant by or for the benefit of the Company or the Holder or
Holders shall bind and inure to the benefit of their respective successors and assigns.


 


Section 13.
Survival. The rights of the Holder or Holders under this Warrant, and the covenants and agreements of the Company
set forth in this Warrant for the benefit of the Holder or Holders, shall survive exercise of all or any portion of this Warrant and shall
inure to the Holder or Holders of any Underlying Shares.


 






    			 



     


    

 





Section 14.
Remedies. If the Company violates, breaches or defaults under this Warrant, the Holder may proceed to protect and
enforce its rights by any action at law, suit in equity or other appropriate proceeding, whether for specific performance of any agreement
contained in this Warrant, or for an injunction against a violation of any of the terms hereof, or in and of the exercise of any power
granted hereby or by law, in each case without providing any bond or other security in connection with such action, suit or other proceeding.
In case of any violation, breach or default under this Warrant, the Company shall pay to the Holder on demand all reasonable costs and
expenses of enforcing the Holder’s rights under this Warrant, including, without limitation, reasonable attorneys’ fees and
legal expenses.


 


Section 15.
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon its receipt of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Underlying Shares
(and, in the case of mutilation, the surrender and cancellation of this Warrant or such stock certificate), the Company shall make and
deliver to the Holder a new Warrant or stock certificate that is identical to this Warrant or to such stock certificate (as applicable).


 


Section 16.
Tax Treatment. No later than ninety (90) days after the Initial Issuance Date, Oaktree Fund Administration, LLC (“Oaktree”),
on behalf of the Purchaser, shall provide the Company with a valuation of the Warrant for tax purposes (the “Proposed Valuation”).
If the Company disagrees with the Proposed Valuation, it shall propose reasonable comments to the Proposed Valuation within fifteen (15)
days of receiving the Proposed Valuation, and Oaktree (on behalf of the Purchaser) shall consider such comments in good faith. If the
parties cannot agree as to the Proposed Valuation within one hundred and twenty (120) days after the Initial Issuance Date after good
faith discussion, an independent valuation firm shall be engaged (at the Company’s expense) to provide the Company and the Purchaser
with a final valuation of the Warrant for tax purposes (the “Final Valuation”) within thirty (30) days of its engagement,
and such Final Valuation shall be binding on Purchaser and the Company for all U.S. tax purposes.


 


Section 17.
Article and Section Headings. Numbered and titled article and section headings are for convenience only and
shall not be construed as amplifying or limiting any of the provisions of this Warrant.


 


Section 18.
Notice. Any and all notices, elections or demands permitted or required to be made under this Warrant shall be in
writing, signed by the party giving such notice, election or demand and shall be delivered in accordance with the notice provisions in
the Credit Agreement.


 


Section 19.
Severability. If any provisions(s) of this Warrant or the application thereof to any person or circumstances shall
be invalid or unenforceable to any extent, the remainder of this Warrant and the application of such provisions to other persons or circumstances
shall not be affected thereby and shall be enforced to the greatest extent permitted by law.


 


Section 20.
Entire Agreement. This Warrant and between the Company and the Holder represents the entire agreement between the
parties concerning the subject matter hereof, and all oral discussions and prior agreement are merged herein.


 






    			 



     


    

 





Section 21.
Valuation Dispute Resolution. In the case of any dispute as to the determination of any amount or valuation hereunder
or in connection with the amount or value of any Company Common Stock or Underlying Shares to be issued, withheld or otherwise determined,
the calculation of the Aggregate Exercise Price or any other computation or valuation required to be made hereunder or in connection herewith,
in the event the Holder, on the one hand, and the Company, on the other hand, are unable to settle such dispute within five (5) Business
Days, then either party may elect to submit the disputed matter(s) for resolution by an accounting firm of nationally recognized standing
as may be mutually agreed upon by the Holder and the Company. Such firm’s determination of such disputed matter(s) shall be binding
upon all parties absent demonstrable error, and the Company and the Holder shall each pay one half of the fees and costs of such firm.


 


Section 22.
Governing Law. This Warrant and the rights and obligations of the parties hereunder, and any claims, controversy,
dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Warrant and the transactions
contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York.


 


Section 23.
Jurisdiction; Waiver of Venue; Service of Process.


 


(a)       Each
party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description,
whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto in any way relating to this Warrant
or the transactions relating hereto, in any forum other than the courts of the State of New York sitting in New York County, and of the
United States District Court of the Southern District of New York, and any appellate court from any thereof; and each of the parties hereto
irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation
or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such
federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


(b)       Each
party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now
or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred
to in paragraph (a) of this Section 22. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(c)       Each
party hereto irrevocably consents to service of process in the manner provided for notices in Section 18.


 


Section 24.
Amendment. No amendment or modification hereof shall be effective except in a writing executed by the Company and
the Holder.


 






    			 



     


    

 





Section 25.
Counterparts. This Warrant may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same Warrant.


 


Section 26.
Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS WARRANT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 26.


 


[Signature Page Follows]


 






    			 



     


    

 





IN WITNESS WHEREOF, the
parties hereto have set their hands as of the date first above written.


 


	 	COMPANY:
	 	 
	 	BIOXCEL THERAPEUTICS, INC.
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	 	PURCHASER:
	 	 
	 	[•]
	 	 	 
	 	By: [•]	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Warrant]