REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Purchaser (the “Purchase Agreement”).
12,000,000 Units Vickers Vantage Corp. I UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 2021 • Vickers Vantage Corp. I • Blank checks • New York
The undersigned, Vickers Vantage Corp. I, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2021 • Vickers Vantage Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 6, 2021, by and among Vickers Vantage Corp. I, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
COMMON STOCK PURCHASE WARRANT SCILEX HOLDING COMPANYScilex Holding Co • March 5th, 2024 • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 5, 2029 (the “Termination Date”), to subscribe for and purchase from Scilex Holding Company, a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 17th, 2022 • Scilex Holding Company/De • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Scilex Holding Company, a Delaware corporation (the “Company”), and (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2021 • Vickers Vantage Corp. I • Blank checks • New York
This Agreement, made and entered into effective as of January 6, 2020 (“Agreement”), by and between Vickers Vantage Corp. I, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 2021 • Vickers Vantage Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of January 6, 2021 by and between Vickers Vantage Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SCILEX HOLDING COMPANY COMMON STOCK SALES AGREEMENTSales Agreement • December 22nd, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 21, 2023 by and among SCILEX HOLDING COMPANY, INC., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).
AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 9th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of February 8, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SCILEX HOLDING COMPANY, a company incorporated under the laws of the State of Delaware (the “Company”).
WARRANT AGREEMENTWarrant Agreement • January 11th, 2021 • Vickers Vantage Corp. I • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of January 6, 2021 between Vickers Vantage Corp. I, a Cayman Islands exempted company, with offices at 1 Harbourfront Avenue, #16-06, Keppel Bay Tower, Singapore 098632 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____________ between Scilex Holding Company, a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
Scilex Holding Company 5,882,353 Shares of Common Stock (par value $0.0001 per share) (the “Common Stock”) 5,882,353 Warrants to Purchase 5,882,353 Shares of Common Stock Underwriting AgreementScilex Holding Co • March 5th, 2024 • Biological products, (no disgnostic substances) • New York
Scilex Holding Company, a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 5,882,353 shares of its common stock, par value $0.0001 per share (the “Shares”, and the 5,882,353 Shares to be sold by the Company are called the “Firm Shares”) and (ii) an aggregate of warrants to purchase an aggregate of 5,882,353 shares of Common Stock, in the form set forth in Schedule B hereto, to purchase shares of Common Stock (the “Firm Warrants”). The Firm Shares, together with the Firm Warrants, are herein called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 882,352 shares of Common Stock (the “Optional Shares”) and/or Common Warrants to purchase up to an aggregate of 882,352 shares of Common Stock (the “Optional Warrants,” and together with the Optional Shares, the “Optional Securiti
Vickers Vantage Corp. I New York, NY 10004 Maxim Group LLC New York, NY 10174Letter Agreement • December 15th, 2020 • Vickers Vantage Corp. I • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Vickers Vantage Corp. I, a Delaware corporation (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share, par value $0.0001 (the “Ordinary Shares”), and one-half of one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
AGREEMENT AND PLAN OF MERGER dated as of March 17, 2022 by and among Vickers Vantage Corp. I, Vantage Merger Sub Inc., and Scilex Holding CompanyAgreement and Plan of Merger • March 21st, 2022 • Vickers Vantage Corp. I • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 17, 2022 (the “Signing Date”), is made and entered into by and among Vickers Vantage Corp. I, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, “Parent”), Vantage Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), and Scilex Holding Company, a Delaware corporation (the “Company”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2022 • Scilex Holding Company/De • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 10, 2022, is made and entered into by and among, (i) Scilex Holding Company, a Delaware corporation formerly known as Vickers Vantage Corp. I (the “Company”), (ii) the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”); and (iii) Sorrento Therapeutics, Inc. (the “Legacy Scilex Equityholder” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
STOCK PURCHASE AGREEMENT BY AND BETWEEN SCILEX HOLDING COMPANY AND SORRENTO THERAPEUTICS, INC. September 21, 2023Stock Purchase Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
THIS STOCK PURCHASE AGREEMENT is made and entered into as of September 21, 2023 (this “Agreement”), by and between Scilex Holding Company, a Delaware corporation (the “Purchaser”) and Sorrento Therapeutics, Inc., a Delaware corporation (the “Seller”). Purchaser and the Seller are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENTAssignment, Assumption and Release Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Agreement”) is executed on September 21, 2023 (the “Effective Date”), by and among Scilex Holding Company (“Scilex”), Oramed Pharmaceuticals Inc. (“Oramed”), Sorrento Therapeutics, Inc. (“Sorrento”), and Scintilla Pharmaceuticals, Inc. (together with Sorrento, the “Debtors”).
CREDIT AND SECURITY AGREEMENT between SCILEX PHARMACEUTICALS INC.Credit and Security Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
This CREDIT AND SECURITY AGREEMENT (this “Agreement”) dated as of December 14, 2020, is entered into between SCILEX PHARMACEUTICALS INC., a Delaware corporation (“Borrower”), and CNH FINANCE FUND I, L.P., a Delaware limited partnership (the “Lender”).
SCILEX HOLDING COMPANY SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • November 14th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Henry Ji (“Executive”) and Scilex Holding Company, a Delaware corporation (the “Company”), effective as of November 9, 2023 (the “Effective Date”).
STOCKHOLDER AGREEMENTStockholder Agreement • September 14th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of September 12 2022, is made and entered into by and among Vickers Vantage Corp. I, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, the “Company”), and Sorrento Therapeutics, Inc., a Delaware corporation (“Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 21, 2023, is between SCILEX HOLDING COMPANY, a company incorporated under the laws of the State of Delaware (the “Company”), and the investor listed on the Schedule of Buyers attached as Schedule I hereto (the “Buyer”).
AGREEMENT AND PLAN OF MERGER by and among SCILEX HOLDING COMPANY, SIGMA MERGER SUB, INC., SEMNUR PHARMACEUTICALS, INC., FORTIS ADVISORS LLC, SOLELY AS THE EQUITYHOLDERS’ REPRESENTATIVE AND, SOLELY WITH RESPECT TO SECTION 1.8(a), SECTION 3.11 AND...Agreement and Plan of Merger • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 18, 2019, by and among Scilex Holding Company, a Delaware corporation (“Parent”), Sigma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the Equityholders (the “Equityholders’ Representative”), and, solely with respect to Section 1.8(a), Section 3.11 and Article X (collectively, the “Specified Sections”), Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”).
CONSENT UNDER AND AMENDMENT NO. 4 TO INDENTUREIndenture • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
This CONSENT UNDER AND AMENDMENT NO. 4 TO INDENTURE is entered into as of June 2, 2022 (this “Amendment”) by and among SCILEX PHARMACEUTICALS INC., a Delaware corporation (the “Issuer”), SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Parent Guarantor”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”) and collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) under the Indenture (as defined below), and the beneficial owners of the Securities and the Holders listed on the signature pages hereof (collectively, the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2023, between Scilex Holding Company, a Delaware corporation (the “Company”), Oramed Pharmaceuticals, Inc., a Delaware corporation as the initial purchaser (the “Initial Purchaser”), and the Agent.
AMENDMENT NO.1 TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 14th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
This Amendment to Sponsor Support Agreement (this “Amendment”), dated as of September 12, 2022 , is made and entered into by and among, Vickers Venture Fund VI Pte Ltd, Vickers Venture Fund VI (Plan) Pte Ltd, Jeffrey Chi, Chris Ho, Pei Wei Woo, Suneel Kaji, Steve Myint, Vickers Vantage Corp I, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing), and Scilex Holding Company, a Delaware corporation.
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.”
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • March 21st, 2022 • Vickers Vantage Corp. I • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Stockholder Support Agreement”), is entered into by and among Sorrento Therapeutics, Inc. (“Stockholder”), Scilex Holding Company, a Delaware corporation (the “Company”) and Vickers Vantage Corp. I, a Cayman Islands exempted company (“Parent”). Capitalized terms used but not defined in this Stockholder Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COLLATERAL AGREEMENT Dated as of September 7, 2018 AMONG SCILEX PHARMACEUTICALS INC. as Grantor, U.S. BANK NATIONAL ASSOCIATION, as Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Collateral AgentCollateral Agreement • July 21st, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • New York
THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of September 7, 2018 by and among SCILEX PHARMACEUTICALS INC., a Delaware corporation ( “Grantor”); U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”); and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the “Collateral Agent”).
SECURITY AGREEMENTSecurity Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances)
This SECURITY AGREEMENT, dated as of September 21, 2023 (this “Agreement”), is among Scilex Holding Company, a Delaware corporation (the “Company”), the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Acquiom Agency Services LLC, a Colorado limited liability company, as the collateral agent (the “Agent”) for the holders of the Company’s Senior Secured Note Due March 21, 2025, in the original aggregate principal amount of $101,875,000.00 (the “Note”) and all Additional Notes (as defined in the Note), their endorsees, transferees and assigns (collectively with the Agent, the “Secured Parties”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 21st, 2022 • Vickers Vantage Corp. I • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of March 17, 2022, by and among the Persons set forth on Schedule I attached hereto (each, a “Sponsor” and, together, the “Sponsors”), Vickers Vantage Corp I, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Scilex Holding Company, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 14th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of September 12, 2022, is made and entered into by and among Vickers Vantage Corp. I, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, “Parent”), Vantage Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub” and together with Parent, collectively, the “Parent Parties”), and Scilex Holding Company, a Delaware corporation (the “Company”).
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...License and Commercialization Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances) • Delaware
This LICENSE AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made as of June 14, 2022 (the “Effective Date”) by and between RxOmeg Therapeutics LLC, a/k/a Romeg Therapeutics, LLC (“Romeg”), and Scilex Holding Company (“Licensee”). Romeg and Licensee are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENTMaster Services Agreement • June 27th, 2022 • Vickers Vantage Corp. I • Biological products, (no disgnostic substances)
THIS MASTER SERVICES AGREEMENT AMENDMENT NO. 1 (the “Amendment”) is entered into effective April 26th, 2018 by and between Semnur Pharmaceuticals, Inc., having a principal place of business at 301 N. Whisman Rd, Suite 100, Mountain View, CA 94043, Mountain View, California 94 U.S.A., and (“Semnur”), and Lifecore Biomedical, LLC, located at 3515 Lyman Blvd., Chaska, MN 55318 (“Lifecore”) (sometimes referred to herein individually as, a “Party,” and collectively as, the “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
