Exhibit
4.1


 


THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.


 


WARRANT
AGREEMENT


 


To
Purchase Shares of the Common Stock of


 


PROVENTION
BIO, INC.


 


Dated
as of September 15, 2022 (the “Effective Date”)


 


WHEREAS,
Provention Bio, Inc., a Delaware corporation (the “Company”), has entered into a Loan and Security Agreement of even
date herewith (as amended and in effect from time to time, the “Loan Agreement”) with Hercules Capital, Inc., a Maryland
corporation (the “Warrantholder”);


 


WHEREAS,
the Company desires to grant to Warrantholder, in consideration for, among other things, the financial accommodations provided for in
the Loan Agreement, the right to purchase shares of its Common Stock (as defined below) pursuant to this Warrant Agreement (this “Warrant”);


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Company and Warrantholder agree
as follows:


 


SECTION
1. GRANT OF THE RIGHT TO PURCHASE COMMON STOCK.


 


(a)
For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to
the conditions hereinafter set forth, to subscribe for and purchase, from the Company, up to 111,934 fully paid and non-assessable shares
of Common Stock determined pursuant to Section 1(b) below, at a purchase price per share equal to the Exercise Price (as defined below).
The number of shares of Common Stock and the Exercise Price of such shares is subject to adjustment as provided in Section 8.
As used herein, the following terms shall have the following meanings:


 


“1934
Act” means the Securities Exchange Act of 1934, as amended.


 


“Acknowledgment
of Exercise” has the meaning given to it in Section 3(a).


 


“Act”
means the Securities Act of 1933, as amended, and as the same may be in effect from time to time.


 


“Charter”
means the Company’s Certificate of Incorporation or other constitutional document, as the same may be amended from time to time.


 


“Claims”
has the meaning given to it in Section 12(p).


 


“Common
Stock” means the Company’s common stock, $0.0001 par value per share, together with any securities of the Company into
or for which such common stock may be converted, exchanged or substituted.


 


“Company”
has the meaning given to it in the preamble to this Warrant.


 


“Effective
Date” has the meaning given to it in the preamble to this Warrant.


 


“Exercise
Price” means $4.4669 per share.


 


“Lender”
has the meaning given to it in the Loan Agreement.


 


“Loan
Agreement” has the meaning given to it in the preamble to this Warrant.


 


“Merger
Event” means (a) a merger or consolidation involving the Company in which (i) the Company is not the surviving entity, or (ii)
the outstanding shares of the Company’s capital stock are otherwise converted into or exchanged for shares of capital of another
entity; or (b) the sale of all or substantially all of the assets of the Company.


 


“Net
Issuance” has the meaning given to it in Section 3(a).


 


“Notice
of Exercise” has the meaning given to it in Section 3(a).


 


“Public
Acquisition” means any Merger Event which is effected such that (i) the holders of Common Stock shall be entitled to receive
(A) cash and/or (B) shares of stock that are of a publicly traded company listed on a national market or exchange which may be resold
without restrictions (other than restrictions to which Warrantholder may separately agree in writing) after the consummation of such
Merger Event, and (ii) the Company’s stockholders own less than 50% of the voting securities of the surviving entity (or, if such
Company stockholders beneficially own 50% or more of the outstanding voting power of the surviving or successor entity as of immediately
after the consummation of such Merger Event, such surviving or successor entity is not the Company).


 




    	 



     


    

 


“Purchase
Price” means, with respect to any exercise of this Warrant, an amount equal to the Exercise Price as of the relevant time multiplied
by the number of shares of Common Stock requested to be exercised under this Warrant pursuant to such exercise.


 


“Rules”
has the meaning given to it in Section 12(q).


 


“Transfer
Notice” has the meaning given to it in Section 11.


 


“Warrant”
has the meaning given to it in the preamble to this Warrant.


 


“Warrant
Term” has the meaning given to it in Section 2.


 


“Warrantholder”
has the meaning given to it in the preamble to this Warrant.


 


SECTION
2. TERM OF THE AGREEMENT.


 


Except
as otherwise provided for herein, the term of this Warrant (the “Warrant Term”) and the right to purchase Common Stock
as granted herein shall commence on the Effective Date and shall be exercisable for a period ending upon the earlier to occur of (A)
seven (7) years from the Effective Date or (B) the consummation of a Public Acquisition, with the Warrant expiring and terminating in
its entirety upon the consummation of either of the foregoing events (the “Termination Date”).


 


SECTION
3. EXERCISE OF THE PURCHASE RIGHTS.


 


(a)
Exercise. Subject to the terms and conditions hereof, the purchase rights set forth in this Warrant may be exercised, in whole
or in part, at any time, or from time to time, during the Warrant Term, by tendering to the Company at its principal office a notice
of exercise in the form attached hereto as Exhibit A (the “Notice of Exercise”), duly completed and executed.
Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and
in no event later than three (3) business days thereafter, the Company shall issue to the Warrantholder a certificate or book entry shares
representing the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto
as Exhibit B (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future
purchases under this Warrant, if any.


 


The
Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion
of the Warrant for shares of Common Stock to be exercised under this Warrant and, if applicable, an amended Warrant representing the
remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects
the Net Issuance method, the Company will issue Common Stock in accordance with the following formula:


 


	 	 	 	X
    = Y(A-B)
	 	 	 	A
	 	 	 
	Where:
    	 	 	 
	 	 	 
	 	 	X
    =	 	the
    number of shares of Common Stock to be issued to the Warrantholder.
	 	 	 
	 	 	 	Y
    = the number of shares of Common Stock requested to be exercised under this Warrant.
	 	 	 
	 	 	 	A
    = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock.
	 	 	 
	 	B

                                                                     =
	 	the
    Exercise Price.


 


For
purposes of the above calculation, the fair market value of one (1) share of Common Stock shall mean:


 


(i)
if the Common Stock is traded on any exchange operated by the Nasdaq Global Select Market or any other national securities exchange,
the fair market value of one (1) share of Common Stock shall be deemed to be the volume-weighted average of the closing prices over the
thirty (30) consecutive trading days ending two (2) trading days before the day the fair market value of one (1) share of Common Stock
is being determined; or


 


(ii)
if at any time the Common Stock is not listed on any securities exchange, the fair market value of one (1) share of Common Stock shall
be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of
Common Stock sold by the Company (based upon the valuation by the Board of Directors of all shares of Common Stock), from authorized
but unissued shares, as determined in good faith by its Board of Directors, unless this Warrant is being exercised in connection with
a Merger Event, in which case the fair market value of one (1) share of Common Stock shall be deemed to be the per share value received
by the holders of the Common Stock on a Common Stock equivalent basis pursuant to such Merger Event.


 


Upon
partial exercise by either cash or Net Issuance and surrender of this Warrant, the Company shall promptly issue an agreement substantially
in the form of the Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such
agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.


 




    	2.



     


    

 


(b)
Exercise Prior to Expiration. To the extent that the Warrantholder has not exercised its purchase rights under this Warrant to
all Common Stock subject hereto, and if the fair market value of one share of the Common Stock is greater than the Exercise Price then
in effect, this Warrant shall be deemed automatically exercised pursuant to Section 3(a) (even if not surrendered) immediately
before the expiration of the Warrant Term. For purposes of such automatic exercise, the fair market value of one share of the Common
Stock upon such expiration shall be determined pursuant to Section 3(a). To the extent this Warrant or any portion thereof is
deemed automatically exercised pursuant to this Section 3(b), the Company agrees to promptly notify the Warrantholder of the number
of shares of Common Stock, if any, the Warrantholder is to receive by reason of such automatic exercise.


 


(c)
Legend. Each certificate or book entry shares for the shares of Common Stock purchased upon exercise of this Warrant shall bear
the restrictive legend set forth on the first page of this Warrant. Such legend shall be removed and the Company shall, or shall instruct
its transfer agent to, issue a certificate or book entry shares without such legend or any other legend to the holder of such shares
(i) if such shares are sold or transferred pursuant to an effective registration statement under the Act covering the resale of such
shares by the holder thereof, (ii) if such shares are sold or transferred pursuant to Rule 144 under the Act, (iii) if, upon advice of
counsel to the Company, such shares are eligible for resale without any restrictions under Rule 144 under the Act, or (iv) upon the request
of such holder if such request is accompanied (at such holder’s expense) by a written opinion of counsel reasonably satisfactory
to the Company that registration is not required under the Act or any applicable state securities laws for the resale of the shares of
Common Stock purchased upon exercise of this Warrant. The removal of such restrictive legend from any certificates or book entry shares
representing the shares of Common Stock purchased upon exercise of this Warrant is predicated upon the Company’s reliance that
the holder of such shares would sell, transfer, assign, pledge, hypothecate or otherwise dispose of such shares pursuant to either the
registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that
if such shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth
therein.


 


SECTION
4. RESERVATION OF SHARES.


 


During
the Warrant Term, the Company will at all times have authorized and reserved a sufficient number of shares of its Common Stock to provide
for the exercise of the rights to purchase Common Stock as provided for herein.


 


SECTION
5. NO FRACTIONAL SHARES OR SCRIP.


 


No
fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional
shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.


 


SECTION
6. NO RIGHTS AS STOCKHOLDER.


 


This
Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the exercise
of this Warrant.


 


SECTION
7. WARRANTHOLDER REGISTRY.


 


The
Company shall maintain a registry showing the name and address of the registered holder of this Warrant. Warrantholder’s initial
address, for purposes of such registry, is set forth in Section 12(g). Warrantholder may change such address by giving written
notice of such changed address to the Company.


 


SECTION
8. ADJUSTMENT RIGHTS.


 


The
Exercise Price and the number of shares of Common Stock purchasable hereunder are subject to adjustment, as follows:


 


(a)
Merger Event. If at any time there shall be a Merger Event that is not a Public Acquisition, then, as a part of such Merger Event,
lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the
kind, amount and value of shares of Common Stock or other securities or property of the successor, surviving or purchasing corporation
resulting from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately
prior to such Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors)
shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after
such Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price) shall be applicable in
their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a
Public Acquisition, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this Warrant.
The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon
Warrantholder’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that
Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions
of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for
such consideration.


 


(b)
Reclassification of Shares. Except as set forth in Section 8(a), if the Company at any time shall, by combination, reclassification,
exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant exist
into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which
were subject to the purchase rights under this Warrant immediately prior to such combination, reclassification, exchange, subdivision
or other change.


 




    	3.



     


    

 


(c)
Subdivision or Combination of Shares. If the Company at any time shall combine or subdivide its Common Stock, (i) in the case
of a subdivision, the Exercise Price shall be proportionately decreased, and the number of shares of Common Stock issuable upon exercise
of this Warrant shall be proportionately increased, or (ii) in the case of a combination, the Exercise Price shall be proportionately
increased, and the number of shares of Common Stock issuable upon the exercise of this Warrant shall be proportionately decreased.


 


(d)
Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall:


 


(i)
pay a dividend with respect to the outstanding shares of Common Stock payable in additional shares of Common Stock, then the Exercise
Price shall be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution,
to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (A)
the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution,
and (B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution;
or


 


(ii)
make any other distribution with respect to the Common Stock, except any distribution specifically provided for in any other clause of
this Section 8, then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon
exercise of this Warrant a proportionate share of any such distribution as though it were the holder of the Common Stock as of the record
date fixed for the determination of the stockholders of the Company entitled to receive such distribution.


 


(e)
Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its Common Stock, whether in stock,
cash, property or other securities (assuming Lender consents to a dividend involving cash, property or other securities under the Loan
Agreement, if the consent of Lender is then required by the terms of the Loan Agreement); (ii) the Company shall offer for subscription
pro rata to the holders of Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any Merger
Event; or (iv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such
event, the Company shall give the Warrantholder notice thereof at the same time and in the same manner as it notifies holders of shares
of Common Stock thereof.


 


SECTION
9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.


 


(a)
Reservation of Common Stock. The shares of Common Stock issuable upon exercise of the Warrantholder’s rights have been duly
and validly reserved and, when issued in accordance with the provisions of this Warrant, will upon issuance be validly issued, fully
paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, that
the Common Stock issuable pursuant to this Warrant may be subject to restrictions on transfer under state and/or federal securities laws.
The Company has made available to the Warrantholder publicly through the SEC’s EDGAR system true, correct and complete copies of
its Charter and current bylaws. The issuance of certificates for shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise
and the related issuance of shares of Common Stock; provided, that the Company shall not be required to pay any tax which may
be payable in respect of any transfer and the issuance and delivery of any certificate in a name other than that of the Warrantholder.


 


(b)
Due Authority. The execution and delivery by the Company of this Warrant and the performance of all obligations of the Company
hereunder, including the issuance to Warrantholder of the right to acquire the shares of Common Stock, have been duly authorized by all
necessary corporate action on the part of the Company. This Warrant: (1) does not violate the Company’s Charter or current bylaws;
(2) does not contravene any law or governmental rule, regulation or order applicable to it; and (3) does not and will not contravene
any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which
it is bound. This Warrant constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws
affecting the enforcement of creditors’ rights in general, and except that the enforceability of this Warrant is subject to general
principles of equity.


 


(c)
Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect
of any state, federal or other governmental authority or agency is required on the part of the Company with respect to the execution,
delivery and performance by the Company of its obligations under this Warrant, except for the filing of notices pursuant to Regulation
D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.


 


(d)
Issued Securities. All issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully
paid and non-assessable. All outstanding shares of Common Stock and any other Company securities were issued in compliance with all applicable
federal and state securities laws in all material respects. In addition, as of the date immediately preceding the Effective Date, no
stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock pursuant to the Charter
or the Company’s bylaws.


 


(e)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of
the Common Stock upon exercise of this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section
5 of the Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.


 




    	4.



     


    

 


 


(f)
Compliance with Rule 144. If the Warrantholder proposes to sell Common Stock issuable upon the exercise of this Warrant in compliance
with Rule 144 promulgated by the SEC, then, upon Warrantholder’s written request to the Company, the Company shall furnish to the
Warrantholder, within five days after receipt of such request, a written statement confirming the Company’s compliance with the
filing requirements of the SEC as set forth in such Rule, as such Rule may be amended from time to time, and shall, subject to such sale
being in compliance with all of the conditions of Rule 144, issue appropriate instructions to its transfer agent to remove the restrictive
legend from any certificates evidencing the Common Stock issuable upon the exercise of this Warrant.


 


(g)
Listing of Shares. The Common Stock is listed for trading on the Nasdaq Global Select Market as of the Effective Date.


 


SECTION
10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.


 


This
Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:


 


(a)
Investment Purpose. The right to acquire Common Stock or the Common Stock issuable upon exercise of the Warrantholder’s
rights contained herein has been, and such shares will be, acquired for investment and not with a view to the sale or distribution of
any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except
pursuant to a registration under the Act or an exemption from the registration requirements of the Act. Warrantholder is not a registered
broker-dealer under Section 15 of the 1934 Act or an entity engaged in a business that would require it to be so registered as a broker-dealer.


 


(b)
Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Warrant is not registered
under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be
exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is
predicated on the representations set forth in this Section 10.


 


(c)
Financial Risk. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment, and has the ability to bear the economic risks of its investment.


 


(d)
Risk of No Registration. Without in any way limiting the Company’s obligations under this Warrant, the Warrantholder understands
that if the Common Stock is not registered with the SEC pursuant to Section 12 of the 1934 Act or the Company is not required to file
reports pursuant to Section 13(a) or Section 15(d) of the 1934 Act, or if a registration statement is not effective under the Act covering
the resale of the shares of Common Stock issuable upon exercise of the Warrant when it desires to sell (i) the rights to purchase Common
Stock pursuant to this Warrant or (ii) the Common Stock issuable upon exercise of the right to purchase, as applicable, it may be required
to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase
Common Stock or (B) Common Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be
made only in accordance with the terms and conditions of that Rule.


 


(e)
Accredited Investor. Warrantholder is, and on each date on which it exercises any portion of this Warrant, it will be, an “accredited
investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D, as presently in effect.


 


(f)
No Short Sales. Warrantholder has not engaged, and will not engage, in “short sales” of the Common Stock of the Company
at any time on or prior to the Effective Date and until the Termination Date. The term “short sale” shall mean any sale of
a security which the seller does not own or any sale which is consummated by the delivery of a security borrowed by, or for the account
of, the seller.


 


SECTION
11. TRANSFERS.


 


Subject
to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable, in whole or
in part, without charge to the holder hereof (except for transfer taxes) upon surrender of this Warrant properly endorsed. Each taker
and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed
negotiable, and that the holder hereof, when this Warrant shall have been so endorsed and its transfer recorded on the Company’s
books, shall be treated by the Company and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and
as the person entitled to exercise the rights represented by this Warrant. The transfer of this Warrant shall be recorded on the books
of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit C (the “Transfer
Notice”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed
on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for
all purposes. Notwithstanding anything herein or in any legend to the contrary, the Company shall not require an opinion of counsel in
connection with any sale, assignment or other transfer by Warrantholder of this Warrant (or any portion hereof or any interest herein)
or of any shares of Common Stock issued upon any exercise hereof to an affiliate (as defined in Regulation D) of Warrantholder, provided
that such affiliate is an “accredited investor” as defined in Regulation D. Upon a permitted transfer of this Warrant to
another entity, references to “Warrantholder” herein shall, unless the context otherwise requires, refer to such permitted
transferee.


 




    	5.



     


    

 


SECTION
12. MISCELLANEOUS.


 


(a)
Effective Date. The provisions of this Warrant shall be construed and shall be given effect in all respects as if it had been
executed and delivered by the Company on the date hereof. This Warrant shall be binding upon any successors or assigns of the Company
and the Warrantholder.


 


(b)
Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either
by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or
an action for specific performance for any default where Warrantholder will not have an adequate remedy at law and where damages will
not be readily ascertainable. The Company expressly agrees that it shall not oppose an application by the Warrantholder or any other
person entitled to the benefit of this Warrant requiring specific performance of any or all provisions hereof or enjoining the Company
from continuing to commit any such breach of this Warrant.


 


(c)
No Impairment of Rights. The Company will not, by amendment of its Charter or through any other means, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be reasonably necessary or appropriate in order to protect the rights of
the Warrantholder against impairment. Notwithstanding the foregoing, nothing in this Section 12(c) shall negate or otherwise restrict
or impair the Company’s right to effect any changes to the rights, preferences, privileges or restrictions associated with the
Common Stock so long as such changes do not adversely affect the rights, preferences, privileges or restrictions associated with the
shares of Common Stock issuable upon exercise of this Warrant in a manner different from the effect that such changes have generally
on the rights, preferences, privileges or restrictions associated with all other shares of Common Stock.


 


(d)
Additional Documents. The Company, upon execution of this Warrant, shall provide the Warrantholder with certified resolutions
with respect to the representations and warranties set forth in the first sentence of Section 9(b).


 


(e)
Attorney’s Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto,
the prevailing party shall be entitled to reasonable attorneys’ fees and expenses and all reasonable costs of proceedings incurred
in enforcing this Warrant. For the purposes of this Section 12(e), attorneys’ fees shall include without limitation reasonable
fees incurred in connection with the following: (i) contempt proceedings; (ii) discovery; (iii) any motion, proceeding or other activity
of any kind in connection with an insolvency proceeding; (iv) garnishment, levy, and debtor and third party examinations; and (v) post-judgment
motions and proceedings of any kind, including without limitation any activity taken to collect or enforce any judgment.


 


(f)
Severability. In the event any one or more of the provisions of this Warrant shall for any reason be held invalid, illegal or
unenforceable, the remaining provisions of this Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall
be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying
the invalid, illegal or unenforceable provision.


 


(g)
Notices. Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process
or other communication that is required, contemplated, or permitted under this Warrant or with respect to the subject matter hereof shall
be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission
by facsimile or hand delivery if transmission or delivery occurs on a business day at or before 5:00 pm in the time zone of the recipient,
or, if transmission or delivery occurs on a non-business day or after such time, the first business day thereafter, or the first business
day after deposit with an overnight express service or overnight mail delivery service; or (ii) the third calendar day after deposit
in the United States mails, with proper first class postage prepaid (provided, that any Advance Request shall not be deemed received
until Lender’s actual receipt thereof), and shall be addressed to the party to be notified as follows:


 


If
to Warrantholder:


 


HERCULES
CAPITAL, INC.


Legal
Department


Attention:
Chief Legal Officer


400
Hamilton Avenue, Suite 310


Palo
Alto, CA 94301


Facsimile:
650-473-9194


Telephone:
650-289-3060


 


If
to the Company:


 


PROVENTION
BIO, INC.


Attention:
Chief Financial Officer


55
Broad Street, 2nd Floor


Red
Bank, NJ 07701


Telephone:
(908) 336-0360


 


With
a copy to (which shall not constitute notice hereunder):


 


ROPES
& GRAY LLP


Attention:
Thomas J. Danielski


Prudential
Tower


800
Boylston Street


Boston,
MA 02199


Telephone:
(617)-235-4961


 


or
to such other address as each party may designate for itself by like notice.


 




    	6.



     


    

 


(h)
Entire Agreement; Amendments. This Warrant constitutes the entire agreement and understanding of the parties hereto in respect
of the subject matter hereof, and supersede and replace in their entirety any prior proposals, term sheets, letters, negotiations or
other documents or agreements, whether written or oral, with respect to the subject matter hereof (including Lender’s proposal
letter dated August 10, 2022). None of the terms of this Warrant may be amended except by an instrument executed by each of the parties
hereto.


 


(i)
Headings. The various headings in this Warrant are inserted for convenience only and shall not affect the meaning or interpretation
of this Warrant or any provisions hereof.


 


(j)
Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed (or had an opportunity to discuss)
with its counsel this Warrant and, specifically, the provisions of Sections 12(n), 12(o) and 12(p).


 


(k)
No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Warrant. In the event
an ambiguity or question of intent or interpretation arises, this Warrant shall be construed as if drafted jointly by the parties hereto
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of
this Warrant.


 


(l)
No Waiver. Except for the requirement that this Warrant be exercised (or be deemed exercised), if at all, during the Warrant Term,
no omission or delay by either party hereto at any time to enforce any right or remedy reserved to it, or to require performance of any
of the terms, covenants or provisions hereof by the other party hereto at any time designated, shall be a waiver of any such right or
remedy to which such party is entitled, nor shall it in any way affect the right of such party to enforce such provisions thereafter.


 


(m)
Survival. All agreements, representations and warranties contained in this Warrant or in any document delivered pursuant hereto
shall be for the benefit of Warrantholder and the Company, as the case may be, and shall survive the execution and delivery of this Warrant
and the expiration or other termination of this Warrant.


 


(n)
Governing Law. This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware,
excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.


 


(o)
Consent to Jurisdiction and Venue. All judicial proceedings arising in or under or related to this Warrant may be brought in any
state or federal court of competent jurisdiction located in New York, NY. By execution and delivery of this Warrant, each party hereto
generally and unconditionally: (a) consents to personal jurisdiction in New York, NY; (b) waives any objection as to jurisdiction or
venue in New York, NY; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably
agrees to be bound by any judgment rendered thereby in connection with this Warrant. Service of process on any party hereto in any action
arising out of or relating to this Warrant shall be effective if given in accordance with the requirements for notice set forth in Section
12(g), and shall be deemed effective and received as set forth in Section 12(g). Nothing herein shall affect the right to
serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any
other jurisdiction.


 


(p)
Mutual Waiver of Jury Trial. Because disputes arising in connection with complex financial transactions are most quickly and economically
resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration
rules), the parties desire that their disputes arising out of this Warrant be resolved by a judge applying such applicable laws. EACH
OF THE COMPANY AND WARRANTHOLDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM,
COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY THE COMPANY AGAINST WARRANTHOLDER
OR ITS ASSIGNEE OR BY WARRANTHOLDER OR ITS ASSIGNEE AGAINST THE COMPANY RELATING TO THIS WARRANT. This waiver extends to all such Claims
arising out of this Warrant, including Claims that involve persons other than the Company and Warrantholder, and any Claims for damages,
breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Warrant.


 


(q)
Arbitration. If the Mutual Waiver of Jury Trial set forth in Section 12(p) is ineffective or unenforceable, the parties agree
that all Claims shall be submitted to binding arbitration in accordance with the commercial arbitration rules of JAMS (the “Rules”),
such arbitration to occur before one arbitrator, which arbitrator shall be a retired California state judge or a retired Federal court
judge. Such proceeding shall be conducted in Santa Clara County, State of California, with California rules of evidence and discovery
applicable to such arbitration. The decision of the arbitrator shall be binding on the parties, and shall be final and non-appealable
to the maximum extent permitted by law. Any judgment rendered by the arbitrator may be entered in a court of competent jurisdiction and
enforced by the prevailing party as a final judgment of such court.


 


(r)
Pre-arbitration Relief. In the event Claims are to be resolved by arbitration, either party may seek from a court of competent
jurisdiction identified in Section 12(o), any prejudgment order, writ or other relief and have such prejudgment order, writ or other
relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by binding
arbitration


 




    	7.



     


    

 


(s)
Counterparts; Facsimile/Electronic Signatures . This Warrant and any amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall
be deemed an original, but all of which counterparts shall constitute but one and the same instrument.. This Warrant may be executed
by one or more of the parties hereto in any number of separate counterparts, all of which together shall constitute one and the same
instrument. The Company, Warrantholder and any other party hereto may execute this Warrant by electronic means and each party hereto
recognizes and accepts the use of electronic signatures and the keeping of records in electronic form by any other party hereto in connection
with the execution and storage hereof. To the extent that this Warrant or any agreement subject to the terms hereof or any amendment
hereto is executed, recorded or delivered electronically, it shall be binding to the same extent as though it had been executed on paper
with an original ink signature, as provided under applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act. The fact that this Warrant is executed, signed, stored or delivered electronically shall not prevent the transfer by
any Holder of this Warrant pursuant to Section 11 or the enforcement of the terms hereof.


 


(t)
Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue
to a party hereto by reason of the other party’s failure to perform any of the obligations under this Warrant and agree that the
terms of this Warrant shall be specifically enforceable by either party hereto. If a party hereto institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or
defense therein that such party has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim
or defense that such remedy at law exists.


 


(u)
Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, upon receiving
an agreement from the Holder as to indemnity or otherwise as it may reasonably require (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 





[Remainder
of page left blank intentionally; signature page follows]


 




    	8.



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed by their respective officers thereunto duly authorized
as of the Effective Date.


 


	 	COMPANY:
    	PROVENTION BIO, INC.
	 	 	 	 
	 	 	By:
    	/s/
    Thierry Chauche 
	 	 	Name:
    	Thierry
    Chauche
	 	 	Title:
    	Chief
    Financial Officer


 


	 	WARRANTHOLDER:	HERCULES CAPITAL, INC.
	 	 	 	 
	 	 	By:
    	/s/
    Seth Meyer                                               
	 	 	Name:
    	Seth
    Meyer
	 	 	Title:
    	Chief
    Financial Officer


 


[Signature
Page to Warrant – Provention Bio, Inc./Hercules Capital, Inc.]


 




    	9.



     


    

 


EXHIBIT
A


 


	To:	[____________________________]




 


	(1)	The
                                            undersigned Warrantholder hereby elects to purchase [_______] shares of the Common Stock
                                            of [_________________], pursuant to the terms of the Agreement dated the [___] day of [______,
                                            _____] (the “Agreement”) between [_________________] and the Warrantholder, and
                                            [CASH PAYMENT: tenders herewith payment of the Purchase Price in full, together with all
                                            applicable transfer taxes, if any.] [NET ISSUANCE: elects pursuant to Section 3(a) of the
                                            Agreement to effect a Net Issuance.]



 


	(2)	Please
                                            issue a certificate or certificates representing said shares of Common Stock in the name
                                            of the undersigned or in such other name as is specified below.



 


	 	 
	 	(Name)
	 	 
	 	
	 	(Address)


 


	WARRANTHOLDER:	HERCULES
    CAPITAL, INC.
	 	a
    Maryland corporation
	 	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 


 




    	10.



     


    

 


EXHIBIT
B


 


ACKNOWLEDGMENT
OF EXERCISE


 


The
undersigned, as representative of Provention Bio, Inc. (the “Company”), hereby acknowledges receipt of the “Notice
of Exercise” from Hercules Capital, Inc. (the “Warrantholder”), to purchase [  ] shares of the Common Stock of
the Company, pursuant to the terms of that certain Warrant Agreement, dated as of September __, 2022 between the Company and the Warrantholder
(the “Warrant”), and further acknowledges that [  ] shares remain subject to purchase under the terms of the Warrant.


 


	COMPANY:	PROVENTION
    BIO, INC.
	 	 	 
	 	By:	               
	 	Title:	
	 	Date:	


 




    	11.



     


    

 


EXHIBIT
C


 


TRANSFER
NOTICE


 


FOR
VALUE RECEIVED, that certain Warrant Agreement, dated as of September __, 2022, between Provention Bio, Inc., as the Company, and Hercules
Capital, Inc., as the Warrantholder (the “Warrant”), and all rights evidenced thereby are hereby transferred and assigned
to


 


	 
	(Please
    Print)


 


	whose
    address is	 
	 

                                                                      

	


 


	 	Dated:	
	 	 	 
	 	Holder’s
    	 
	 	Signature:	
	 	 	 
	 	Holder’s
    	 
	 	Address:	
	 	
	 	 


 


	Signature
    Guaranteed:	 


 


NOTE:
The signature to this Transfer Notice must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement
or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.


 




    	12.