DEBT CONTRIBUTION AGREEMENTDebt Contribution Agreement • October 18th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
This Debt Contribution Agreement (this “Agreement”) is made and entered into as of October 17, 2022 by and among Vickers Vantage Corp. I, a Cayman Islands exempted company, (the “Company”), Vickers Venture Fund VI (Plan) Pte Ltd (“Sponsor One”) and Vickers Venture Fund VI Pte Ltd (“Sponsor Two” and, together with Sponsor One, the “Sponsors”). Each of the Company, Sponsor One and Sponsor Two are each sometimes referred to herein as a “Party” and all of them as “Parties.”
Vickers Vantage Corp. I 85 Broad Street, 16th Floor Attn: Jeffrey Chi, CEO Re: Waiver of Transfer Restrictions on SharesLetter Agreement • October 18th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
Reference is made herein (this “Letter Agreement”) to (a) that certain Agreement and Plan of Merger (the “Merger Agreement”), entered into as of March 17, 2022 (as amended), by and among Vickers Vantage Corp. I, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation, “Parent”), Vantage Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, and Scilex Holding Company, a Delaware Corporation (“Scilex”); (b) that certain Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) that will be entered into in connection with Closing by and among (i) Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”), (ii) Vickers Venture Fund VI Pte Ltd, a Singapore company, and Vickers Venture Fund VI (Plan) Pte Ltd, a Singapore company (together, the “Sponsors”), (iii) Parent and (iv) certain other parties thereto, pursuant to which, among other things, following the Closing, Sorrento and the S
Sorrento Therapeutics, Inc.Vickers Vantage Corp. I • October 18th, 2022 • Biological products, (no disgnostic substances)
Reference is made to that certain (a) Contribution and Satisfaction of Indebtedness Agreement (the “Debt Exchange Agreement”), entered into as of September 12, 2022, by and among Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”), Scilex Holding Company, a direct wholly owned subsidiary of Sorrento (“Scilex”), and Scilex Pharmaceuticals Inc., an indirect wholly owned subsidiary of Sorrento and direct wholly owned subsidiary of Scilex; and (b) Agreement and Plan of Merger (the “Merger Agreement”), entered into as of March 17, 2022 (as amended), by and among Vickers Vantage Corp. I, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation, “Vickers”), Vantage Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Vickers, and Scilex. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Debt Exchange Agreement.
WARRANT TRANSFER AGREEMENTWarrant Transfer Agreement • October 18th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
THIS WARRANT TRANSFER AGREEMENT (this “Agreement”), dated as of October 17, 2022, is entered into by and among (i) Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”), (ii) Vickers Venture Fund VI Pte Ltd and Vickers Venture Fund VI (Plan) Pte Ltd, each a Singapore company (together, the “Sponsors”), and (iii) solely for purposes of Section 1.3, Vickers Vantage Corp. I (the “Company”) and Maxim Group LLC (“Maxim”).
