Form 8-K

8-K — BioXcel Therapeutics, Inc.

Accession: 0001104659-26-089436

Filed: 2026-08-03

Period: 2026-07-31

CIK: 0001720893

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2622012d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2622012d1_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2622012d1_8k.htm · Sequence: 1

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0001720893

2026-07-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 31, 2026

BioXcel

Therapeutics, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-38410

82-1386754

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

555

Long Wharf Drive

New

Haven, CT 06511

(Address of principal executive offices, including

Zip Code)

(475)

238-6837

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed

since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

Stock, par value $0.001

BTAI

The Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2026, BioXcel Therapeutics, Inc.

(the “Company”) entered into the Eleventh Amendment to Credit Agreement and Guaranty (the “Eleventh Amendment”),

which amended the Credit Agreement and Guaranty, dated April 19, 2022, as amended (the “Credit Agreement”), by and among

the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders

party thereto (the “Lenders”), and Oaktree Fund Administration LLC, as administrative agent.

Pursuant to the Eleventh Amendment, the Lenders

agreed to (i) defer the payment of principal that was originally due on June 30, 2026, which was previously deferred to July 31,

2026 pursuant to the Tenth Amendment to the Credit Agreement (the “Tenth Amendment”), until August 31, 2026, at which

point the Company is obligated to make a payment of $9,016,914.47 (constituting the principal and interest that were due and payable on

June 30, 2026) plus all accrued interest and fees on such amount through and including August 31, 2026, and (ii) reduce

the Credit Agreement’s minimum liquidity covenant to require minimum cash liquidity of $6.25 million (instead of $7.5 million).

In addition, pursuant to the Eleventh Amendment,

among other things:

· The Company is required to, on or prior to August 10, 2026 (extended

from July 31, 2026, as was required under the Tenth Amendment), enter into definitive agreements with respect to one or more transactions

acceptable to Lenders that (A) would result in the repayment of all loan and other obligations under the Credit Agreement or (B) is

an alternative capital solutions transaction on terms and conditions acceptable to the Lenders.

· Through August 10, 2026 (extended from July 31, 2026, as was provided

for under the Tenth Amendment), the Company is prohibited from entering into, terminating, or otherwise modifying any compensation arrangement

with its directors, officers or employees, or making any non-ordinary course payments to, or materially increasing the compensation or

benefits of, such persons.

The foregoing summary of the Eleventh Amendment

is qualified in its entirety by the complete text of such agreement, a copy of which is filed hereto as Exhibits 10.1.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

Ex.  No. Description

10.1 Eleventh

Amendment to Credit Agreement and Guaranty, dated July 31, 2026

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: August 3, 2026

BIOXCEL THERAPEUTICS, INC.

/s/ Richard Steinhart

By:

Richard Steinhart

Title:

Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2622012d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution

Version

ELEVENTH

AMENDMENT TO Credit agreement AND guaranty

This Eleventh Amendment to

Credit Agreement and Guaranty (this “Amendment”) is made as of July 31, 2026, by and among BIOXCEL THERAPEUTICS, INC.,

a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders”

and individually, a “Lender”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent on behalf of the

Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

WHEREAS, the Borrower, the

Administrative Agent and the Lenders previously entered into that certain Credit Agreement and Guaranty, dated as of April 19, 2022

(as amended as of November 13, 2023, December 5, 2023, February 12, 2024, March 20, 2024, November 21, 2024,

December 6, 2024, March 4, 2025, March 12, 2025, April 22, 2025, March 27, 2026 and July 3, 2026, the “Existing

Credit Agreement”, and as further amended by this Amendment, the “Credit Agreement”);

WHEREAS, the Borrower, the

Administrative Agent and the Lenders have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions set

forth herein.

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 Borrower, the Administrative Agent and the Lenders party hereto hereby covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings

assigned to such terms in the Existing Credit Agreement.

2. Amendments to the Existing Credit Agreement. Subject to the satisfaction of the conditions precedent

specified in Section 5 hereof:

(a) A new definition of “Eleventh Amendment” is added to the Credit Agreement in appropriate alphabetical

order as follows:

“Eleventh Amendment”

means the Eleventh Amendment to this Agreement, dated as of July 31, 2026.

(b) A new definition of “Eleventh Amendment Effective Date” is added to the Credit Agreement in

appropriate alphabetical order as follows:

“Eleventh Amendment

Effective Date” means the date all of the conditions precedent set forth in Section 5 of the Eleventh Amendment

have been satisfied.

restated in its entirety as set forth below:

Minimum

Liquidity Amount” means (i) prior to consummation of the Fifth Amendment Equity Raise One, $25,000,000, (ii) upon

consummation of the Fifth Amendment Equity Raise One to but excluding March 31, 2025, $7,500,000, (iii) from March 31,

2025 to but excluding January 1, 2026, $10,000,000, (iv) from and after January 1, 2026 to but excluding March 31,

2026, $15,000,000, (v) from and after March 31, 2026 to but excluding the Tenth Amendment Effective Date, $12,500,000, (vi) from

and after the Tenth Amendment Effective Date to but excluding the Eleventh Amendment Effective Date, $7,500,000 and (vii) from and

after the Eleventh Amendment Effective Date, $6,250,000.

(d) The Payment Date originally scheduled to occur on June 30, 2026, which was previously deferred to

July 31, 2026 pursuant to the Tenth Amendment, shall be further deferred to August 31, 2026. On August 31, 2026, Borrower

shall make a payment of $9,016,914.47 (constituting the principal and interest that were due and payable on June 30, 2026) plus

all accrued interest and fees on such amount through and including August 31, 2026. For the avoidance of doubt, this Section 2(d) supersedes

Section 2(d) of the Tenth Amendment, and Section 2(d) of the Tenth Amendment has no further effect.

3. Reaffirmation of Loan Documents. Except as otherwise expressly provided herein, the parties hereto

agree that all terms and conditions of the Existing Credit Agreement and the other Loan Documents remain in full force and effect. The

Borrower hereby confirms that the Security Documents and all of the Collateral described therein do, and shall continue to, secure the

payment in full and performance of all of the Obligations.

4. Other Agreements.

(a) Transaction Milestone. On or prior to August 10, 2026, the Obligors shall have entered into

definitive agreements with respect to one or more transactions, in form and substance acceptable to the Majority Lenders in their sole

discretion, that (A) would result in the indefeasible payment in full in cash of all Obligations under the Loan Documents or (B) is

an alternative capital solutions transaction on terms and conditions acceptable to the Majority Lenders in all respects, in their sole

and absolute discretion, including, in each case, with respect to the certainty and timing of closing and the likelihood of obtaining

any required shareholder, regulatory, court or other approvals, as applicable (any such transaction, an “Acceptable Transaction”).

(b) Compensation Arrangements. Notwithstanding anything to the contrary in the Credit Agreement or

any other Loan Document, unless the Majority Lenders agree in advance in writing, through and including August 31, 2026, the Borrower

shall not, and shall not permit any of its Subsidiaries to, directly or indirectly (i) enter into, terminate, or otherwise modify

any Compensation Arrangement or (ii)(a) make any payment to any officer or employee of the Borrower or any of its Subsidiaries outside

of the ordinary course of business, (b) agree to, or incur, any material increase in the compensation payable or to become payable

to any officer or employee of the Borrower or any of its Subsidiaries or (c) otherwise materially increase the benefits of any such

officer or employee. “Compensation Arrangement” means all employment and severance agreements and policies, and all

employment, wages, compensation, and benefit plans and policies, workers’ compensation programs, savings plans, retirement plans,

deferred compensation plans, supplemental executive retirement plans, healthcare plans, disability plans, severance benefit plans, incentive

and retention plans, programs, and payments, life and accidental death and dismemberment insurance plans and programs of the Borrower

and its Subsidiaries, and all amendments and modifications thereto, applicable to the employees, former employees, retirees, and non-employee

directors and managers of the Borrower or any of its Subsidiaries, as applicable.

-2-

in good faith any reasonable comments by the Lenders or any counterparty to a potential transaction contemplated by Section 4(a),

in each case with respect to any regulatory process involving material assets of the Obligors.

5. Conditions Precedent to Effectiveness. This Amendment shall be subject to the following conditions

precedent:

(a) This Amendment shall have been duly executed and delivered to the Administrative Agent by the Borrower

and the Lenders, which constitute all of the Lenders under the Existing Credit Agreement;

(b) Each of the representations and warranties in Section 6 of this Amendment, Section 7

of the Credit Agreement and in the other Loan Documents shall be true, accurate and complete in all material respects (unless such representations

are already qualified by reference to materiality, Material Adverse Effect or similar language, in which case such representations and

warranties shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such

date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations

and warranties shall have been true and correct in all respects on and as of such earlier date; and

or with the passage of time, the giving of notice, or both, would constitute, a Default or Event of Default.

6. Representations and Warranties. The Borrower hereby represents and warrants:

(a) None of the execution, delivery and performance by the Borrower of this Amendment and the documents, instruments

and agreements executed in connection herewith (collectively, the “Amendment Documents”) or performance under

the Amendment Documents (i) requires any Governmental Approval of, registration or filing with, or any other action by, any Governmental

Authority or any other Person, except for (x) such as have been obtained or made and are in full force and effect and (y) filings

and recordings in respect of perfecting or recording the Liens created pursuant to the Security Documents, (ii) will violate (1) any

Law, (2) any Organic Document of the Borrower or any of its Subsidiaries or (3) any order of any Governmental Authority, that

in the case of clause (ii)(1) or clause (ii)(3), individually or in the aggregate, would reasonably be expected to result in

a Material Adverse Effect, (iii) will violate or result in a default under any Material Agreement binding upon the Borrower or any

of its Subsidiaries that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect or (iv) will

result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of the Borrower or any of its Subsidiaries.

-3-

(b) This Amendment and the other Amendment Documents have been duly authorized by all necessary corporate

or other organizational action including, if required, approval by all necessary holders of Equity Interests, and duly executed and delivered

by the Borrower and constitutes, and each of the Amendment Documents when executed and delivered by the Borrower will constitute, a legal,

valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability

may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement

of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is

considered in a proceeding in equity or at law).

7. Release.

(a) In consideration of this Amendment and agreements of the Administrative Agent and the Lenders contained

herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower and the

other Obligors (the “Releasing Parties”), each on behalf of itself and its Subsidiaries and its and their respective

successors, assigns and other legal representatives hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges

the Administrative Agent and the Lenders and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors,

directors, officers, attorneys, employees, agents and other representatives, in each case solely in their capacities relative to the Lenders

and not in any other capacity such party may have relative to the Releasing Party (the Administrative Agent, each Lender and all such

other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”),

of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts,

bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever

of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Borrower, the Obligors or any

of their respective successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the

Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or

prior to the date hereof, for or on account of, or in relation to, or in any way in connection with the Credit Agreement or any of the

other Loan Documents or transactions thereunder (any of the foregoing, a “Claim” and collectively, the “Claims”).

The Releasing Parties expressly acknowledges and agrees, with respect to the Claims, that it waives, to the fullest extent permitted by

applicable law, any and all provisions, rights and benefits conferred by any applicable U.S. federal or state law, or any principle of

U.S. common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 7. Furthermore,

the Releasing Parties hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that

it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released and/or

discharged by the Releasing Parties pursuant to this Section 7. The foregoing release, covenant and waivers of this Section 7

shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment

or prepayment of any of the Loans, or the termination of the Credit Agreement, this Amendment, any other Loan Document or any provision

hereof or thereof.

-4-

(b) Each Releasing Party understands, acknowledges and agrees that its release set forth above may be pleaded

as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be

instituted, prosecuted or attempted in breach of the provisions of such release.

be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release

set forth above.

8. Fees and Expenses.

(a) The Borrower agrees to pay within two (2) Business Days of written demand (a) all reasonable

and documented out-of-pocket fees, costs and expenses of the Administrative Agent and the Lenders accrued prior to the date hereof and

(b) all reasonable and documented out-of-pocket fees, costs and expenses of the Administrative Agent and the Lenders incurred in

connection with the preparation, execution, delivery, and enforcement of (i) this Amendment, (ii) any Amendment Documents, other

Loan Documents or other post-closing amendments, agreements, arrangements or documentation, (iii) any other instruments and documents

to be delivered hereunder or thereunder, in each case of clauses (a) and (b), including the fees and expenses of Sullivan &

Cromwell LLP (“S&C”), as outside counsel to Administrative Agent and the Oaktree Lenders, and DLA Piper

LLP (“DLA”), as outside counsel to Q Boost Holding LLC, with respect thereto.

(b) Within two (2) Business Days of the Eleventh Amendment Effective Date, the Borrower shall have paid

in full all of the reasonable out-of-pocket costs, fees and expenses of the Administrative Agent and the Lenders, including, the fees

and expenses of S&C, as outside counsel to Administrative Agent and the Oaktree Lenders and the fees and expenses of DLA, as outside

counsel to Q Boost Holding LLC to the extent invoiced on or prior to the date hereof.

-5-

9. Miscellaneous.

(a) Except as otherwise expressly provided herein, (i) all provisions of the Credit Agreement and the

other Loan Documents remain in full force and effect and (ii) the execution, delivery and effectiveness of this Amendment shall not

operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision

of the Existing Credit Agreement or any of the Loan Documents. None of the Administrative Agent or any Lender is under any obligation

to enter into this Amendment. The entering into of this Amendment by such parties shall not be deemed to limit or hinder any rights of

any such party under the Loan Documents, nor shall it be deemed to create or infer a course of dealing between any such party, on the

one hand, and the Borrower, on the other hand, with regard to any provision of the Loan Documents. This Amendment shall constitute a Loan

Document.

(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.

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 Credit Agreement, mutatis mutandis.

[SIGNATURE PAGES FOLLOW]

-6-

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

BORROWER:

BIOXCEL THERAPEUTICS, INC.

By:

/s/ Vimal Mehta

Name:

Vimal Mehta

Title:

Chief Executive Officer

Address for Notices:

555 Long Wharf Drive, 12th Floor

New Haven, CT

06511

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

Cooley LLP

3 Embarcadero Center 20th Floor

San Francisco, CA 94111-4004

Attn: Mischi a Marca

Email: gmamarca@cooley.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

ADMINISTRATIVE AGENT:

OAKTREE FUND ADMINISTRATION, LLC

By:

Oaktree Capital Management, L.P.

Its:

Managing Member

By:

/s/Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

LENDERS:

OAKTREE-TCDRS STRATEGIC CREDIT, LLC

By:

Oaktree Capital Management, L.P.

Its:

Manager

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

OAKTREE-FORREST MULTI-STRATEGY, LLC

By:

Oaktree Capital Management, L.P.

Its:

Manager

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP 125

Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

OAKTREE-TBMR STRATEGIC CREDIT FUND C, LLC

By:

Oaktree Capital Management, L.P.

Its:

Manager

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

OAKTREE-TBMR STRATEGIC CREDIT FUND F, LLC

By:

Oaktree Capital Management, L.P.

Its:

Manager

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

OAKTREE-TBMR STRATEGIC CREDIT FUND G, LLC

By:

Oaktree Capital Management, L.P.

Its:

Manager

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

OAKTREE-TSE 16 STRATEGIC CREDIT, LLC

By:

Oaktree Capital Management, L.P.

Its:

Manager

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P. 333

S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

INPRS STRATEGIC CREDIT HOLDINGS, LLC

By:

Oaktree Capital Management, L.P.

Its:

Manager

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071 Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

OAKTREE SPECIALTY LENDING CORPORATION

By:

Oaktree Fund Advisors, LLC

Its:

Investment Adviser

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

OAKTREE STRATEGIC CREDIT FUND

By:

Oaktree Fund Advisors, LLC

Its:

Investment Adviser

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

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/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

OAKTREE DIVERSIFIED INCOME FUND INC.

By:

Oaktree Fund Advisors, LLC

Its:

Investment Adviser

By:

/s/ Mary Gallegly

Name:

Mary Gallegly

Title:

Managing Director

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

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/ Mary Gallegly

Name:

Mary Gallegly

Title:

Authorized Signatory

By:

/s/ Jessica Dombroff

Name:

Jessica Dombroff

Title:

Authorized Signatory

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

Oaktree

LSL Fund Holdings EURRC S.à r.l.

26A, boulevard Royal L-2449

Luxembourg, Grand Duchy of Luxembourg

R.C.S Luxembourg Number: B269245

By:

/s/ Martin Eckel

Name:

Martin Eckel

Title:

Manager

By:

/s/ Flora Verrecchia

Name:

Flora Verrecchia

Title:

Manager

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

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/ Mary Gallegly

Name: Mary Gallegly

Title: Managing Director

By:

/s/ Jessica Dombroff

Name: Jessica Dombroff

Title: Senior Vice President

Address for Notices:

Oaktree Fund Administration, LLC

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Oaktree Agency

Email: ******************

With a copy to:

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071

Attn: Aman Kumar

Email: ******************

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attn: Ari B. Blaut

Email: blauta@sullcrom.com

[Signature Page to Eleventh

Amendment to Credit Agreement and Guaranty]

Q BOOST HOLDING LLC

By:

/s/ Ahmed Nasser Al-Abdulghani

Name:

Ahmed Nasser Al-Abdulghani

Title:

Director

Address for Notices:

c/o Qatar Investment Authority

Ooredoo Tower (Building 14)

Al Dafna Street (Street 801)

Al Dafna (Zone 61) Doha, Qatar

A copy (which shall not constitute notice) shall also

be sent to:

General Counsel

Qatar Investment Authority

Ooredoo Tower (Building 14)

Al Dafna Street (Street 801)

Al Dafna (Zone 61)

Doha, Qatar

Email: notices.legal@qia.qa

A copy (which shall not constitute notice) shall also

be sent to:

Michael Dorf

DLA Piper LLP (US)

michael.dorf@us.dlapiper.com

+1 415 836 2580)

555 Mission Street

Suite 2400

San Francisco, CA 94105-2933

3203 Hanover Street, Suite 100

Palo Alto, CA 94304

[Signature

Page to Eleventh Amendment to Credit Agreement and Guaranty]

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