First Amendment to Revenue Interest Financing Agreement, dated August 4, 2022, by and between the Company, the purchasers party thereto and Oaktree Fund Administration, LLC, as administrative agent
Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT TO REVENUE INTEREST FINANCING AGREEMENT
This First Amendment to Revenue Interest Financing Agreement (this “Amendment”) is made as of August 4, 2022, by and among BIOXCEL THERAPEUTICS, INC., a Delaware corporation (the “Company”), the purchasers party hereto (collectively, the “Purchasers” and individually, a “Purchaser”) and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent on behalf of the Purchasers (in such capacity, together with its successors and assigns, the “Administrative Agent”).
WHEREAS, the Company, the Administrative Agent and the Purchasers previously entered into that certain Revenue Interest Financing Agreement, dated as of April 19, 2022 (as amended, amended and restated, restated, supplemented, modified or otherwise in effect from time to time prior to the date hereof, the “Existing Revenue Interest Financing Agreement”, and as further amended by this Amendment, the “Revenue Interest Financing Agreement”); and
WHEREAS, the Company, the Administrative Agent and the Purchasers party hereto (which constitute all of the Purchasers) have agreed to amend the Existing Revenue Interest Financing Agreement on the terms and subject to the conditions set forth herein to make a technical correction with respect to a patent application number.
NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, each of the Company, the Administrative Agent and the Purchasers party hereto hereby covenants and agrees as follows:
| (a) | Except as otherwise expressly provided herein, all provisions of the Revenue Interest Financing Agreement and the other Transaction Documents remain in full force and effect. This Amendment shall constitute a Transaction Document. |
US-DOCS\141391420.1
| (b) | This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. An executed facsimile or electronic copy of this Amendment shall be effective for all purposes as an original hereof. |
| (c) | This Amendment expresses the entire understanding of the parties with respect to the amendments contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. |
| (d) | This Amendment and its contents shall be subject to the governing law, indemnification, venue, service of process, waivers of jury trial and severability provisions of the Existing Revenue Interest Financing Agreement, mutatis mutandis. |
[SIGNATURE PAGES FOLLOW]
Exhibit 10.1
IN WITNESS WHEREOF, the parties have hereunto caused this Amendment to be executed as of the date first above written.
BIOXCEL THERAPUETICS, INC.
as the Company
By: /s/ Vimal Mehta
Name:Vimal Mehta
Title:Chief Executive Officer
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
ADMINISTRATIVE AGENT:
OAKTREE FUND ADMINISTRATION, LLC
By: Oaktree Capital Management, L.P.
Its: Managing Member
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE TCDRS STRATEGIC CREDIT,
LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE – FORREST MULTI-STRATEGY,
LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE – TBMR STRATEGIC CREDIT
FUND C, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE – TBMR STRATEGIC CREDIT
FUND F, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE – TBMR STRATEGIC CREDIT FUND G, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE – TSE 16 STRATEGIC CREDIT, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
INPRS STRATEGIC CREDIT HOLDINGS,
LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE STRATEGIC INCOME II, INC.
By: Oaktree Fund Advisors, LLC
Its: Investment Advisor
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE SPECIALTY LENDING
CORPORATION
By: Oaktree Capital Management, L.P.
Its: Investment Adviser
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE STRATEGIC CREDIT FUND
By: Oaktree Fund Advisors, LLC
Its: Investment Advisor
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE GCP FUND DELAWARE
HOLDINGS, L.P.
By: Oaktree Global Credit Plus Fund GP, L.P.
Its: General Partner
By:Oaktree Global Credit Plus Fund GP Ltd.
Its:General Partner
By:Oaktree Capital Management, L.P.
Its:Director
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE DIVIERSIFIED INCOME FUND
INC.
By: Oaktree Fund Advisors, LLC
Its: Investment Advisor
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE AZ STRATEGIC LENDING
FUND, L.P.
By: Oaktree AZ Strategic Lending Fund GP, L.P.
Its: General Partner
By: Oaktree Fund GP IIA, LLC
Its:General Partner
By:Oaktree Fund GP II, L.P.
Its:Managing Member
By: /s/ Ting He
Name: Ting He
Title: Authorized Signatory
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Authorized Signatory
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE LOAN ACQUISION FUND,
L.P.
By: Oaktree Fund GP IIA, LLC
Its: General Partner
By:Oaktree Fund GP II, L.P.
Its:Managing member
By: /s/ Ting He
Name: Ting He
Senior Authorized Signatory
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Authorized Signatory
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
OAKTREE LSL FUND DELAWARE
HOLDINGS EURRC, L.P.
By: Oaktree Life Sciences Lending Fund GP, L.P.
Its: General Partner
By:Oaktree Life Sciences Lending Fund GP Ltd.
Its:General Partner
By: Oaktree Capital Management, L.P.
Its:Director
By: /s/ Ting He
Name: Ting He
Title: Senior Vice President
By: /s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Vice President
[Signature Page to Amendment to Revenue Interest Financing Agreement]
Exhibit 10.1
PURCHASER:
Q BOOST HOLDING LLC
By: /s/ Ahmed Nasser Al-Abdulghani
Name: Ahmed Nasser Al-Abdulghani
Title: Director
[Signature Page to Amendment to Revenue Interest Financing Agreement]
